Neos Partners, LP: investment adviser

The Funds are private equity fund vehicles that invest in one or more operating entities, referred to herein as “Portfolio Companies.” Investment advice is provided directly to the Funds and not individually to the persons and entities that invest in the Funds (each, a “Limited Partner” and, collectively, the “Limited Partners”). The Adviser investigates, analyzes, and negotiates potential investments and dispositions on behalf of the Funds. Investments are made primarily in nonpublic companies, however, investments in public companies are permitted from time to time. Where such investments consist of Portfolio Companies, the partners or other personnel or affiliates of Neos will generally serve on such Portfolio Companies’ respective boards of directors or otherwise act to influence control over management of Portfolio Companies in which the Funds have invested. Each Fund has a general partner (together with any current or future affiliated general partner entities, the “General Partners”) that is affiliated with the Adviser. Limited partnership interests in the Funds are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Funds are privately offered and sold exclusively to Limited Partners who are either investors that are both “qualified purchasers” (as defined in the Investment Company Act) and “accredited investors” (as defined in Regulation D promulgated under the Securities Act) or are accredited investors and “qualified clients” (as defined in the U.S. Investment Advisers Act of 1940, the “Advisers Act”). Neos’ advisory services to the Funds and any restrictions, limitations, and investment descriptions are detailed in the applicable private placement memoranda, offering documents, or limited partnership agreements (the “Governing Documents”). The Funds or the General Partners have in the past and may in the future enter into side letters or other similar agreements (“Side Letters”) with certain Limited Partners that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant partnership agreement with respect to such investors. From time to time and as permitted by Governing Documents, Neos expects to provide coinvestment opportunities (including the opportunity to participate in Funds that are co-invest vehicles) to certain investors, including investors in the Funds, operating partners, sponsors, market participants, finders, consultants, and Service Providers (as defined below). Such co-investments often involve investment and disposal of interests in the applicable Portfolio Company at the same time and on the same terms as the Funds making the investment. Investors in Funds that are coinvestment vehicles may pay reduced or no Management Fees (as defined below) and may be subject to different rates of carried interest.

As of December 31, 2025, the Adviser managed approximately $3,773,024,352 in regulatory assets on a discretionary basis on behalf of the Funds.

Management Fees During the life of the Funds, Limited Partners in such Funds pay a management fee (“Management Fee”) to Neos. In accordance with the Governing Documents, the Management Fee is payable by each Limited Partner quarterly in advance in an amount equal to 2.0% per annum, (i) initially, based on Limited Partner committed capital during the investment period, and (ii) thereafter, based on Limited Partner invested capital. The Management Fee payable for any period other than a full quarterly period will be adjusted on a pro rata basis according to the actual number of days elapsed during such period. Generally, the Management Fee is reduced, but not below zero, by excess organizational expenses (as described in the relevant Fund’s Governing Documents) and any placement fees paid by the Funds. Additionally, except as otherwise set forth in the Governing Documents, directors, transaction, break-up, advisory or other similar fees received by the Adviser in respect of a Fund’s investment in the relevant Portfolio Companies, if any, will be applied to reduce the Management Fee payable by a Limited Partner. Carried Interest The General Partners of the Funds receive carried interest with respect to the Funds as a percentage of realized profits subject to the terms of each Fund’s Governing Documents. A description of carried interest is included in each Fund’s respective Governing Documents. Other Compensation Management Fees are reduced by certain compensation received by the Adviser and current affiliates in accordance with the Funds’ Governing Documents. These offsets generally consist of directors, monitoring, transaction, break-up, advisory or other similar fees received in respect of the Funds’ investment in the Portfolio Companies. The specific calculation methodologies and more detailed descriptions of the types of expenses and income subject to fee offsets are described in the Funds’ Governing Documents.

Neos entities may be retained from time to time to provide asset management, closing, due diligence, monitoring, underwriting, investment banking and other ancillary services to any Portfolio Company or its related entities, or otherwise in respect of any portfolio investment, in each case, in exchange for fees and other compensation at rates determined by the General Partner (subject to the fee income offset provisions herein). Neos may provide any such services through Neos entities or through other entities in which Neos holds or acquires an interest. Fund Expenses As disclosed in the Governing Documents, the Funds incur expenses related to their operations. These expenses will reduce the returns realized by Limited Partners on their investment in the Funds and will reduce the amount of capital available to be deployed by the Funds in investments. Expenses that are paid by the Funds include, but are not limited to, the following types of expenses:

management and operation of the Funds, their related entities and their respective businesses;

sourcing, finding, investigating, developing, evaluating, negotiating, structuring, acquiring, monitoring, holding, administering, financing, refinancing, managing, hedging, selling, exchanging or otherwise disposing of or monetizing prospective and actual investments (including selling, exchanging or otherwise disposing of or monetizing investments through sponsor-led secondary transactions and recapitalizations), and other costs of rendering financial assistance to or arranging for financing for any assets or investments, including consummated investments (including investments warehoused for the Funds) and any proposed but unconsummated investments (including commitment fees or other lender’s fees that become payable in connection with a proposed portfolio investment and investments proposed to be warehoused);

legal, auditing, consulting, accounting, valuation, appraiser, projection, regulatory compliance, data provider (including management systems and software), custodian, sub custodian, depositary, settlement, client relations, banking, transfer agent, disbursal, brokerage, registration, origination, servicing, administrator, Industry Advisor (as defined below) fees and expenses, and other third-party services;

the start-up and organization of any profit interest pooling vehicle, the issuance of any securities in any such profit interest pooling vehicle to Industry Advisors, other consultants and advisors of Neos, the Fund or any Portfolio Company and/or Portfolio Company personnel, in each case, as determined by Neos, in its sole discretion, the operations and activities of any such profit interest pooling vehicle and any other costs and expenses of any such profit interest pooling vehicle that would otherwise be deemed “Fund Expenses” hereunder, as applied, mutatis mutandis, to any such profit interest pooling vehicle;

other support services (including engineering, investment-level management and servicing, environmental, cyber security infrastructure and incident response, financial reporting, data processing, escrow, settlement, client relations, know-your-customer, subscription agreement review, processing and maintenance, accounting, legal and tax support and other services) outsourced to third party Service Providers, and any other third-party expenses incurred with respect to the operation of the Funds and investments;

research and software expenses, and other expenses incurred in connection with data services providing price feeds, news feeds, securities and asset information, fundamental data, and industry alerts attributable to such investments; and other third-party research, news, industry information, analytics and expert networks/research resources;

third-party software licenses and support services related to asset management, document management, investor management and other management, accounting, reporting and other functions; and other costs of asset and portfolio management software and research and/or industry, market and valuation databases and/or industry subscriptions or publications and research services attributable to a specific portfolio investment (or potential portfolio investment) or industries, products or sectors targeted for a potential portfolio investment or for valuation purposes;

printing, publishing, communications, marketing and publicity fees and expenses;

attendance at and/or sponsorship of any summits, conferences and/or other events involving former, current or prospective Portfolio Company management, Industry Advisors and/or other Persons, including guest speakers (in each case, including any costs associated with venue, set-up, information technology, room and board, travel, dining, entertainment, gifts and mementos, honorarium, events or speakers and any other out-of-pocket expenses incurred by the Fund or Neos in connection with any such events), which events may be held alone or together with other Neos Accounts, and any reimbursements related thereto (regardless of whether all of the individuals attending or otherwise participating in such meetings are current or prospective Limited Partners, such as Industry Advisors who are attending that are also Limited Partners), in each case to the extent incurred by the Fund, the General Partner or any other affiliate of the General Partner and not otherwise reimbursed by any applicable Portfolio Companies (it being understood that the Fund shall also bear costs attributable to attendees who are (x) representatives or professional guests of Neos or any current, former or prospective Portfolio Company or (y) service providers to the Fund, Neos and their respective affiliates, including Industry Advisors);

transactions not consummated (including costs of any proposed joint venture, coinvestment, co-investment fund or other co-investment vehicle or arrangement that is not consummated, and including broken deal expenses, diligence and pursuit expenses, third party out-of-pocket expenses or other fees, costs and expenses relating to such unconsummated investments that would otherwise be considered “Fund Expenses” hereunder);

defaults by Limited Partners in the payment of any capital contributions;

transfer or withdrawal of interests in the Funds and admission of a substitute Limited Partner (to the extent not paid or otherwise borne by the transferring Limited Partner or its transferee or the Limited Partner withdrawing, as applicable);

organizing, developing, structuring, operating, owning, maintaining, dissolving, liquidating and winding up entities (including any alternative investment vehicle, other subsidiary vehicle, special purpose vehicle (“SPV”) or other vehicle through or in which investments may be made or Portfolio Companies or permitted temporary investments or bridge investments may be acquired or held), and costs, fees and expenses related to the business

or operations of such entities;

costs, fees and expenses that are classified as extraordinary expenses under generally accepted accounting principles, and other extraordinary, nonrecurring matters;

premiums and fees for insurance to benefit, directly or indirectly, the Funds and their related entities, the holders of interests therein, the Adviser, the General Partner or any of their respective affiliates or their respective shareholders, partners, members, officers, directors, employees, and agents, with respect to liabilities to any person in connection with the affairs of such entities and for directors’ and officers’ liability insurance or other similar insurance policies, including errors and omissions insurance, cyber security insurance and cyber-crime insurance, financial institution bond insurance and any ERISA fidelity bonds;

cyber security incidents affecting and/or targeting the Funds, any related investment fund, any SPV and/or any Portfolio Company (or any data and information management technology, whether hardware, software, security or other support service, relating to any of the foregoing entities);

tax planning and tax structuring in connection with the operation and investment activities of the Funds and any actual or prospective investments, taxes and other governmental charges, fees and duties other than any such taxes, fees or charges levied in respect of or otherwise in connection with any specific partner(s) or allocated to partners;

except to the extent excluded from indemnification rights, litigation and indemnification expenses, including damages and other costs, fees and expenses relating to litigation or other matters that are the subject of indemnification rights;

actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs of discovery related thereto and any judgment, other award or settlement entered into in connection therewith;

establishing, implementing, monitoring and/or measuring the impact of environmental, social and governance (“ESG”) policies and programs with respect to the Funds and/or any Portfolio Company or prospective Portfolio Company, including all costs incurred in connection with ESG tracking tools and any assessments, measurements, advice or reports prepared as part of establishing, implementing, monitoring and maintaining ESG policies and procedures with respect to the Funds, Portfolio Companies or prospective Portfolio Companies or otherwise designed to promote or elevate any Fund’s, Portfolio Company’s or prospective Portfolio Company’s achievement of ESG objectives;

regulatory licensing costs for the Funds, Portfolio Companies or any of their related vehicles and all ongoing costs associated with such status, including all compliance costs;

reporting to regulatory authorities in any jurisdiction in which the Funds, their related entities, the General Partner, and the Adviser or their respective affiliates invest, are organized, marketed or otherwise directly or indirectly conduct business related to the Funds or its investments, including the SEC, the U.S. Commodity Futures Trading Commission, the National Futures Association, the U.S. Treasury, the U.S. Internal Revenue Service and other national, state or local regulatory authorities in any country or territory (for example,

Form PF in the United States), filings in connection with the U.S. Foreign Account Tax Compliance Act and any comparable legislation or regulations published by any other relevant jurisdiction, and any regulatory filings;

compliance with any law, rule, regulation, policy, directive or special measure (including in relation to privacy, data protection, know-your-customer, anti-money laundering, sanctions or anti-terrorism considerations), including any legal, administrator, consulting or other third-party service provider costs related thereto and any regulatory costs of the General Partner or any of its affiliates incurred in connection with the operation of the Funds;

legal, compliance, regulatory, custodial, depositary, Swiss representative and paying agent and other fees and expenses attributable to or associates with the requirements of AIFMD and any national private placement regimes;

fees, costs, and expenses unless otherwise reimbursed by the Adviser, of complying with applicable law, rules and regulations, including, without limitation, rules and regulations and regulatory filings, and to the extent applicable, reporting on and compliance with, Regulation 2019/2088 relating to transparency and disclosure obligations for investors, funds, and asset managers in relation to environmental, social and governance factors (“SFDR”) and/or Regulation 2020/852 on the establishment of a framework to facilitate sustainable investments;

reporting to Limited Partners (including tax returns and tax reporting), and printing and delivery expenses; and preparation of financial statements, tax returns and Schedule K-1s, the filing of various foreign tax withholding and treaty forms and the representation of the Funds, their related entities or the Limited Partners by the “partnership representative” and “designated individual” or any person acting in a similar capacity under the partnership audit rules;

any foreign exchange or other currency transactions;

travel, accommodations, meals (including expenses related to closing dinners), entertainment and related expenses, including airfare (so long as the cost borne by the Funds do not exceed the cost of first class (or equivalent) commercial airfare) and ground transportation, in each case, consistent with the Adviser’s travel policies; provided that such travel and related expenses are related to the Funds’ investments or the conduct of the Funds’ business;

any activities with respect to protecting the confidential or non-public nature of any Funds’ information or data;

amendments, restatements or other modifications to, and compliance with agreements, side letters or similar agreements to or with Limited Partners (including expenses incurred in connection with compliance with side letters and most favored nations processes) or any other constituent or related documents of the Funds and the General Partner, including the solicitation of any consent, waiver or similar acknowledgment from the Limited Partners and/or the advisory committee or preparation of other materials in connection with compliance (or monitoring compliance) with such documents;

annual meetings, investor conferences or formal or informal, individualized or group, meetings, whether held alone or together with meetings for investors in other accounts, in each case, including any costs associated with venue, set-up, room and board (including for all employees of Neos who attend), travel, dining, entertainment, gifts and mementos, honorarium, events or speakers and other annual meeting or other investor meeting-related costs, including all fees and expenses incurred in preparing, printing and providing reports and notices to invitees of any such meetings, programs, summits, conferences and/or other events physically and electronically, expenses of information technology used to facilitate all such activities, and any other out-of-pocket expenses incurred by the Funds or Neos in connection with any such meetings, including annual meetings (it being understood that the Funds shall also bear reasonable costs attributable to attendees who are (x) representatives or professional guests of Limited Partners, Neos or any current, former or prospective Portfolio Companies, (y) service providers or consultants to the Funds, Neos and their respective affiliates, including Industry Advisors, or (z) prospective investors for other accounts);

matters relating to the advisory committee (including meetings of the advisory committee);

the Management Fee and any fee income;

incurrence and repayment of indebtedness (together with any interest and other amounts payable thereon and fees and expenses related thereto) of the Funds and related entities;

all other fees, costs, expenses and liabilities incurred in connection with the administration of the Funds or otherwise that may be authorized by the Funds’ Governing Documents or that may be approved by a majority in interest or by the advisory committee.

Allocation of Expenses As disclosed in the Funds’ Governing Documents, Neos is permitted to, in the future, manage, advise or sub-advise other clients that may invest in assets eligible for purchase by the Funds (“Overlapping Accounts”). Overlapping Accounts may include co-investment vehicles formed to co-invest with the Funds on the same or different terms in one or multiple investments, any successor funds or any other future Neos fund. The investment policies, fee arrangements and other circumstances of the Funds may vary from those of the Overlapping Accounts. Neos may, from time to time, incur expenses in connection with investments to be made on behalf of the Funds and Overlapping Accounts. Neos will attempt to allocate such expenses on a basis it considers to be fair and reasonable, but such allocation may not accurately reflect the relative benefits ultimately enjoyed by each client. In certain circumstances where a Fund co-invests in one or more investments or assets alongside one or more Overlapping Accounts, Neos is permitted to charge fees and/or carried interest from such Overlapping Accounts and such amounts will not benefit such Fund or the Limited Partners, nor will such amounts reduce any Management Fees or carried interest in respect of such Fund. In addition, Neos may charge and receive fees and/or carried interest from such Overlapping Accounts on terms and conditions that are materially different than those set forth in the Funds’ Governing Documents, leading to conflicts of interest. For example, Neos may receive Management Fees from an Overlapping Account solely on the basis of the Overlapping Account’s invested capital, even during the Funds’ investment period, during which the Funds’ Management Fees are calculated on the basis of aggregate capital commitments. In this

instance, Neos would be incentivized to allocate a greater portion of any underlying investments to such Overlapping Account in order to increase its aggregate fees from such investment. Similarly, Neos may receive a greater carried interest from an Overlapping Account than the carried interest set forth in the Funds’ Governing Documents or be entitled to receive carried interest from such Overlapping Account on terms and conditions that are more favorable to Neos than those set forth in the Governing Documents, in which case Neos would also be incentivized to allocate a greater portion of any underlying investments to such Overlapping Account in order to increase its potential aggregate carried interest from such investment. Industry Advisors Neos, the Funds, and their Portfolio Companies retain consultants, senior advisors, operating partners and other industry specialists (“Industry Advisors”) to provide certain specialized industry services (“Expert Services”) to the Funds, other Neos clients, and other related vehicles of any of the foregoing (collectively, “Accounts”), Portfolio Companies of a Fund or any other Account, and/or Neos as determined by Neos. Industry Advisors are generally compensated directly or indirectly by the Funds or such other Accounts and/or Portfolio Companies of the foregoing to which any such Industry Advisors provide Expert Services through various means, as further described in the governing documents of the relevant Account. For example, Neos is permitted to compensate Industry Advisors by permitting Industry Advisors to invest in and hold interests in a Fund, or in any future Account. Neos is also permitted to grant Industry Advisors the right to participate in transactions that they source or to invest in Portfolio Companies for which they provide Expert Services, either alongside a Fund or directly in such Portfolio Company, as determined by Neos. Such co-investment rights will result in a Fund investing less capital than it otherwise would have in such transactions. Industry Advisors can also receive performance-based compensation from the Portfolio Companies of a Fund or any other Accounts, which could include success fees, promotes, profit sharing and other performancebased compensation. Industry Advisors are not employees of Neos, and neither any payments of Industry Advisor fees or other amounts to Industry Advisors, nor any benefits received by Industry Advisors in connection with their provision of Expert Services, will be considered fee income or offset or otherwise reduce the Management Fee payable to Neos by a Fund or the carried interest payable by a Fund, except as otherwise provided in the applicable Governing Documents. Conflicts of interest will arise in the determination of Industry Advisor fees payable or granted to Industry Advisors, particularly to the extent such Industry Advisor fees are borne directly or indirectly by a Fund and its Portfolio Companies without any offset or reduction of the Management Fee. Notwithstanding the foregoing, Industry Advisors are also permitted to be paid fees or other compensation by Neos for services provided to Neos that are not related to investment transactions or Portfolio Companies.

make more speculative investments than it would otherwise make in the absence of performancebased compensation. In addition, carried interest may be subject to changes in rates and application of U.S. federal income tax. The tax treatment of carried interest could affect investment decisions of the General Partner, including the timing of dispositions, and such decisions could adversely impact returns for Limited Partners. In addition, the General Partner is generally required to return excess amounts of carried interest as a “clawback.” This clawback obligation may create an incentive for the General Partner to defer disposition of investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to a Fund or would otherwise result in a clawback situation for the General Partner.

In addition to providing investment advisory services to the Funds, Neos provides investment advisory services to other vehicles which can include co-investment vehicles, parallel funds, feeder funds, alternative investment vehicles or other vehicles. For example, in order to facilitate investment by certain investors in certain Funds, a parallel fund has been established. The parallel fund will, and the General Partner has and may in the future also organize one or more additional parallel funds to, invest alongside the Funds. Investments may be proportional to the Funds and on effectively the same terms and conditions as the Funds, subject to applicable legal, tax, regulatory and other considerations (which may require a different structure, voting or other arrangements than those applicable to the Funds in order to accomplish the purposes of such alternative investment vehicle). Additionally, alternative investment vehicles may be used if the General Partner determines that it is in the best interest of any Fund vehicle, the General Partner, its affiliates or any Limited Partners. Different vehicles (or their investors or certain groups of investors) have and may in the future participate in investments through different structures, as the General Partner determines to be in the best interests of such vehicle for legal, tax, regulatory or other business reasons, or as otherwise prescribed for a particular vehicle. As a result, the amount available to be distributed to a Limited Partner can be less than the amount that would have been available absent the use of such special structuring.

Neos takes a disciplined approach to portfolio construction and value creation by focusing on investment criteria such as proprietary sourcing methods, conservative valuation approaches, targeted industries, and operational value creation. Neos seeks to employ a disciplined, consistent approach to sourcing and to focus efforts on companies that fall within its target themes. Neos is primarily focused on proprietary sourcing initiatives to find off-market opportunities; however, the firm is permitted to also participate in auctions or other competitive processes. During investment execution and due diligence, Neos spends considerable time with the company’s founders and management team to create a shared framework for value creation. After determining mutual fit, Neos seeks to structure its investment to achieve a reasonable entry valuation, while providing an attractive return and continuing economic participation to the founder. Neos works collaboratively with management teams to drive value creation and expects to work closely with its Portfolio Companies. Risks of Investment The description below is an overview of the risks entailed in Neos’ investment strategies and is not intended to be complete. All investing involves the risk of loss and the investment strategy offered by Neos could lose money over short or long periods. The risks involved with the Adviser’s investment strategy and an investment in a Fund include, but are not limited to: Portfolio Management Risk. Judgments made by Neos about the attractiveness, value and potential appreciation of particular investments may prove to be incorrect and may not anticipate actual market movements or the impact of economic conditions generally. Expedited Transactions. Investment analyses and decisions by Neos may be required to be undertaken on an expedited basis to take advantage of certain investment opportunities. In such cases, the information available to Neos or the Funds at the time of making an investment decision may be limited and Neos or the Funds may not have access to detailed information regarding the investment. Accordingly, no assurance can be given that Neos or the Funds will have knowledge of all circumstances that may adversely affect a particular investment. Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct by employees of the General Partner or the Adviser, Portfolio Company officers or employees, Service Providers to the foregoing and their respective affiliates could cause significant losses to the Funds.

Lack of Diversification. Subject to the terms and provisions of the Funds’ Governing Documents, the Funds may invest in a limited number of investments and may be concentrated in only a few Portfolio Companies and industries. Therefore, the aggregate return of the Funds may be more adversely affected by the negative performance of a single investment than would a more diversified investment product. Determination of Net Asset Value. Investments will be valued periodically by the Funds. Any such valuation, however, is a subjective analysis of the fair market value of an asset and requires the use of techniques that are costly and time-consuming and ultimately provide no more than an estimate of value. Valuations may result in adjustments of the Funds’ aggregate fair market values or gross or net internal rate of return calculations. There can be no assurance that the Funds’ aggregate fair market values or gross or net internal rate of returns, as calculated based on such valuations, will be accurate on any given date, nor can there be any assurance that the sale of any asset would be at a price equivalent to the last estimated value of such asset. Subject to applicable law, there is broad discretion to establish the value of investments in illiquid securities and other illiquid assets. No Assurance of Investment Return. An investment in the Funds involves a significant degree of risk. The Funds may not be able to make or realize one or more investments. The Funds may not be able to generate returns for the Limited Partners and such returns, if any, may not be commensurate with the risks of investing in the type of assets and transactions described in the Governing Documents. Limited Access to Information. Limited Partners’ rights to information regarding the Funds will be specified and strictly limited. In particular, it is anticipated that the General Partner will obtain certain types of material information from investments that will not be disclosed to Limited Partners because such disclosure is prohibited by contractual, legal or other obligations. Decisions by the General Partner to withhold information may have adverse consequences for Limited Partners in a variety of circumstances. For example, a Limited Partner that seeks to transfer its interests may have difficulty in determining an appropriate price for such interests. Decisions to withhold information may also make it difficult for Limited Partners to monitor the General Partner and its performance. Additionally, it is expected that Limited Partners who designate representatives to participate on the advisory committee may, by virtue of such participation, have more information about the Funds and investments in certain circumstances than other Limited Partners generally and may be disseminated information in advance of communication to other Limited Partners. Non-Controlling Investments; Investments with Third Parties. The Funds may hold a noncontrolling interest in certain Portfolio Companies and, therefore, may have a limited ability to protect its position in such Portfolio Companies, although as a condition of investment, it is expected that appropriate rights generally will be sought to protect the Funds’ interests. There can be no assurance that such rights will be available or that such rights will provide sufficient protection of the Funds’ rights. Technological Failure. The Funds’ business is highly dependent on the communications and information systems of Neos. In addition, certain of these systems are provided to Neos by thirdparty Service Providers. Any failure or interruption of such systems, including as a result of the termination of an agreement with any such third-party service provider, could cause delays or other problems in the Funds’ activities. This, in turn, could have a material adverse effect on the Funds’ operating results, require a significant expense to fix or replace such systems and cause reputational

damage. Indemnification. To the extent permitted by applicable law, the Funds may be required to indemnify Neos and the respective members, directors, officers, employees and agents of Neos or the Funds, and the applicable Fund’s limited partner advisory committee (the “Advisory Committee”) members and their related Limited Partners, in each case for liabilities incurred in connection with the affairs of the Funds, except in certain limited circumstances specified in the Funds’ Governing Documents. Notwithstanding anything to the contrary contained herein or in the Funds’ Governing Documents, nothing contained herein or in the Funds’ Governing Documents shall restrict, amend, eliminate or waive any fiduciary duty of Neos under (a) the Advisers Act, as amended or (b) any other applicable federal or state law to the extent that such restriction, amendment, elimination or waiver would be in violation of such other federal or U.S. state law. Limited Partner Default. If Limited Partners fail to fund their commitment obligations or to make required capital contributions (whether arising through an investor’s default, its excuse or exclusion from one or more investments, or a permitted withdrawal or removal from the Funds), the Funds’ ability to complete its investment program or otherwise continue operations may be substantially impaired. If a Limited Partner fails to make any required contribution or payment to the Funds for any reason, the other Limited Partners may be required to fund the shortfall, with the consequence that the non-defaulting Limited Partners may have greater exposure to the Funds’ investments or liabilities than they otherwise would. If a substantial number of Limited Partners default on their obligations to the Funds, this may severely limit opportunities for investment diversification and would likely reduce returns to the Funds. Any single defaulting Limited Partner could cause substantial costs to be incurred by the Funds if such default causes the Funds to fail to meet its contractual obligations or if the General Partner must pursue remedial action against such Limited Partner, any of which could materially and adversely impair the Funds and reduce the returns to the non-defaulting Limited Partners. In the event a Limited Partner fails to make a required capital contribution when due, it may be subject to various remedies as provided in the Funds’ Governing Documents, including the charge of default interest, reductions in its capital account balance, loss of any voting rights and forced sale of its interest. Side Letters. The General Partner and/or the Funds have and can enter into side agreements (“Side Letters”) with one or more Limited Partners whereby, in consideration for agreeing to invest certain amounts in the Funds or other consideration determined by the General Partner, such Limited Partner can be granted rights not otherwise afforded to other Limited Partners. These Side Letters can entitle a Limited Partner to make an investment in the Funds on terms other than those described in the Funds’ Governing Documents. Any such terms, including with respect to (i) access to information and reporting obligations of the Funds; (ii) transfer rights to affiliates; (iii) withdrawal rights (subject to General Partner consent) due to adverse tax or regulatory events; (iv) consent rights to certain Funds’ Governing Documents amendments; (v) economic benefits, fee reductions or other economic incentives, including Special Economic Arrangements, (vi) excuse rights with respect to particular investments; (vii) co-investment rights; (viii) limits on indemnification obligations; (ix) confidentiality obligations or (x) any other matters described herein or in the Funds’ Governing Documents, may be more favorable than those offered to any other Limited Partners. Such agreements will have the effect of establishing rights under, or altering or supplementing the terms of, the Funds’ Governing Documents with respect to such Limited Partner. The Funds or General Partner have and may in the future enter into such side letters with any party as they may determine, in its respective sole and absolute discretion, at any time. Limited Partners will not

necessarily have most-favored-nation rights in respect of all or any of the more favorable terms provided to others, and the General Partner may agree to most-favored-nation rights with certain Limited Partners that are more favorable than the most-favored-nation rights granted to others. Limited Partners will have no recourse against the Funds, Neos or any of their affiliates in the event that certain Limited Partners receive additional benefits or other rights pursuant to side letters that are more favorable than the terms received by other Limited Partners. Early Termination of the Funds. If, pursuant to and in accordance with the terms of the Funds’ Governing Documents, the Funds are dissolved and terminated prematurely, the Funds may not be able to accomplish its objectives and may be required to dispose of its investments at a disadvantageous time or make an in-kind distribution (resulting in Limited Partners not having their capital invested and/or deployed in the manner originally contemplated). Reinvestment. Under certain circumstances set forth in the Funds’ Governing Documents (and subject to the limitations therein), proceeds distributable (or previously distributed) to the Limited Partners may be retained and reinvested (or recalled for reinvestment) by the Funds or used (or recalled for use) by the Funds for any other proper purpose. Amounts available for recall will be restored to the Limited Partners’ respective available capital commitments. Accordingly, a Limited Partner may be required to fund investments or expenses during the term of a Fund in an aggregate amount that significantly exceeds its capital commitment. Need for Additional Funds. Following its initial investment in an asset, the Funds may need or deem it appropriate to provide additional funds for such an investment. There is no assurance that the Funds will be willing or be able to fund such additional amounts, or that the Funds will have sufficient uncommitted capital or available cash to provide additional funds to an asset in excess of its original investment. Any decision by the Funds not to make additional investments or its inability to make such investments may have a substantial negative impact on an investment in need of such additional capital and may diminish the Funds’ ability to influence the investment’s value creation or realization. Accuracy of Third-Party Information. The General Partner may select investments for the Funds, in part, on the basis of information and data made available directly or indirectly by third parties, including independent consultants who may be retained in connection with evaluating a proposed investment. No assurance can be given as to the Funds’ right of recourse against independent consultants or other third-party information sources in the event errors or omissions occur. Risk Relating to Due Diligence. Before the Funds make an investment, Neos will conduct such due diligence as it deems reasonable and appropriate based on the facts and circumstances applicable to the investment. The involvement of third parties may present a number of risks primarily relating to reduced control of the functions that are outsourced and may entail significant third-party expenses, which will be borne by the Funds subject to certain limitations set forth in the Funds’ Governing Documents. In addition, if the Funds are unable to timely engage third-party providers, their ability to evaluate and acquire more complex assets could be adversely affected. Due diligence investigations with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating the investment opportunity. Broken Deal Expenses. Investments can require extensive due diligence activities and regulatory approvals prior to investment, which may entail significant third-party expenses. In the event that

an investment is not consummated, the Funds will bear some or all of such third-party expenses and any termination fees, subject to limitations thereon set forth in the Funds’ Governing Documents. With respect to investments in which co-investors co-invest with the Funds, any investment expenses or indemnification obligations related to such investments are generally expected to be borne by the Funds and such co-investors (whether directly or through a co-investment vehicle) in an equitable manner as determined by Neos and subject to legal, tax and regulatory considerations as set forth in the Funds’ Governing Documents. Co-investors generally will not bear expenses incurred prior to the signing of any letter of intent or formal arrangement with respect to a prospective investment. If a proposed co-investment opportunity and/or co-investment vehicle is not consummated, the Funds will bear some or all of the costs of such proposed co-investment or that which would have been allocable to such co-investment (including broken deal expenses, diligence and pursuit expenses, and other third-party out-of-pocket expenses). Projections. The Funds may rely upon projections developed by the General Partner or other transaction parties or third-party reports concerning an investment’s expected future performance and cash flow. Projections are inherently subject to uncertainty and factors beyond the control of the persons making such projections. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of other unforeseen events could materially and adversely impair the realization of projected values and cash flows. Differential Investment Returns. Investors may participate in the Funds through parallel vehicles and may participate through other vehicles established by the General Partner to accommodate the particular legal, regulatory, tax or other needs of certain investors. Each Fund vehicle will participate in the Funds’ investments through structures designed to meet the needs of that particular Fund vehicle and its investors. Accordingly, different Fund vehicles may use different investment structures, and different Fund vehicles may experience different tax consequences resulting from such structures. Accordingly, investors may realize different investment returns depending on the Fund vehicles in which they participate. Risk of Equity Investments in Private Companies; Non-Controlling Interests. The Funds are expected to invest in securities in privately held Portfolio Companies. Generally, there will be no readily available market for trading such securities, which will limit the ability to monetize and value such investments. In addition, equity securities, even structured equity securities, are among the most junior in a company’s capital structure and are subject to the greatest risk of loss. Generally, there will be no collateral to protect the Funds’ investment once made. Accordingly, the Funds’ investments will involve a high degree of business and financial risk that can result in substantial losses, including loss of principal. There can be no assurances that any targeted rate of return will be achieved. In addition, it is expected that the Funds will hold minority stakes in privately held companies. Such minority stakes that the Funds may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Control Position Risk. The Funds are expected to make investments that allow the Funds to acquire control or exercise influence over management and the strategic direction of a Portfolio Company. The exercise of control over a company imposes additional risks of liability in circumstances where the limited liability characteristic of the business operations of the company may be ignored, including, for example, risks of liability for regulatory non-compliance, environmental damage, product defects and failure to supervise management. The exercise of control and/or significant

influence over a portfolio company could expose the assets of the Funds to claims by such portfolio company, its security holders, its creditors and its regulators. Investments in Middle-Market Companies. The Funds may make investments in middle-market Portfolio Companies. Such middle-market companies, while often presenting greater opportunities for growth, may also entail larger risks than are customarily associated with investments in large companies. Middle-market companies may have more limited product lines, markets and financial resources, and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. In addition, future growth may be dependent on additional financing, which may not be available on acceptable terms when required. Investments in Smaller-Sized Companies. The Funds may make investments in smaller-sized Portfolio Companies, which may include early-stage and development-stage companies and founder-operated companies and family-owned businesses. Small companies may have more limited product lines, markets and financial resources, and may be dependent on smaller management groups. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. Technology-Related Investments. The Funds may make significant investments in companies in rapidly changing high-technology fields. Energy technology companies may face special risks of product obsolescence. There can be no assurance that products sold by Portfolio Companies will not be rendered obsolete or adversely affected by competing products or that Portfolio Companies will not be adversely affected by other challenges inherent in the sector. Equity Risk. The market price of securities owned by the Funds may go up or down, sometimes rapidly or unpredictably. A risk of investing in the Funds is that the equity securities of the Portfolio Companies in which the Funds invests will decline in value due to factors affecting equity markets generally or particular industries represented in those markets. The values of equity securities of the Portfolio Companies may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or related industries, such as labor shortages or increased production costs and competitive conditions within an industry. General Market and Credit Risks of Debt Securities. The Funds may invest, directly or indirectly, in debt securities. Such securities are subject to credit and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Trading in such securities may be limited or disrupted by an economic recession, resulting in an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the Portfolio Companies of such securities to repay principal and pay interest thereon and, therefore, increase the incidence of default for such securities. Non-Performing Nature of Debt. Certain debt instruments purchased by the Funds may be non18

performing and possibly in default at the time of such purchase. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such debt instruments. Investments in Renewable Energy. The Funds’ strategy regarding the renewable energy sector may expose Portfolio Companies to risks related to the supply of and demand for energy commodities, the cost of capital expenditures, government regulation, world and regional events and economic conditions and the acceptance of alternative power sources. The Funds’ Portfolio Companies may also be negatively affected by lower energy output resulting from variable inputs, mechanical breakdowns, faulty technology, competitive electricity markets or changes to the laws and regulations that mandate the use of renewable energy sources by refiners and importers of gasoline and diesel fuel and electric utilities. Adverse developments in the renewable energy sector, e.g., a decline in demand for renewable energy, or developmental delays or operational disruption of renewable energy businesses related to the Funds’ portfolio investments, may in turn adversely affect such Portfolio Companies. Renewable energy projects currently enjoy wide support from national, state and local governments and regulatory agencies, such as the federal production tax credit, various renewable portfolio standard requirements enacted by several states, renewable energy credits and state-level utility programs, such as system benefits charge and customer choice programs, designed to finance development of renewable energy. Similar government support systems are in place outside the United States, including in markets the Funds intends to target. The combined effect of these programs is to subsidize in part the development, ownership and operation of renewable energy projects, particularly in an environment where the low cost of fossil fuel may otherwise make the cost of producing energy from renewable sources uneconomic. Any reduction in or elimination of such programs, or other governmental support, will have an adverse effect on development and operation of renewable energy resources and the Funds. Federal Power Act; State Regulations. The Funds may make investments in Portfolio Companies engaged in business relating to, or dependent on, power generation entities, such as utilities. Companies owning, operating or controlling electric generation and transmission assets in the United States may separately be subject to regulatory requirements including those under the Federal Power Act, as amended (the “FPA”), state and, in some cases, local public utility laws. Sustainable Finance Transition. Sustainable finance is a rapidly developing area and the legal and regulatory framework governing sustainable finance continues to evolve. While in Europe legislative reforms have been initiated in this area, a lack of harmonization globally in relation to ESG legal and regulatory reform may lead to a risk of fragmentation as a result of the differing pace of sustainability transition across jurisdictions which may also impact the approach Neos is required to take in this area. Failure to keep pace with sustainability transition could impact Neos’ competitiveness in the market and damage its reputation resulting in a material adverse effect on its business operations. Resource Conditions. If solar, wind, or other resource conditions are unfavorable, a Portfolio Company’s electricity generation and revenue from renewable generation facilities may be substantially below its expectations. The electricity produced and revenues generated by a solar electric or wind energy generation facility are highly dependent on suitable solar or wind conditions, as applicable, and associated weather conditions, which are beyond the Funds’ control. Furthermore, components of a Portfolio Company’s systems, such as solar panels and inverters, could be damaged by severe weather, such as hailstorms or tornadoes. In addition, replacement and

spare parts for key components may be difficult or costly to acquire or may be unavailable. Unfavorable weather and atmospheric conditions could impair the effectiveness of a Portfolio Company’s assets, reduce their output beneath their rated capacity or require shutdown of key equipment, impeding operation of its renewable assets. Environmental Matters. Global initiatives to minimize pollution have played a major role in the increase in demand for renewables and alternative energy sources, creating numerous new investment opportunities. There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on Portfolio Companies or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of the Portfolio Companies will not cause injury to the environment or to people under all circumstances or that the Portfolio Companies will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on a Portfolio Company, and there can be no assurance that Portfolio Companies will at all times comply with all applicable environmental laws, regulations and permit requirements. Climate Risk. Global climate change is widely considered to be a significant threat to the global economy. Infrastructure assets in particular may face risks from the physical effects of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Changing Costs of Traditional Sources of Energy. If the cost of energy generated by traditional sources of energy declines from present levels, demand for the projects in which the Funds invest may decline. Many traditional sources of energy such as coal, petroleum-based fuels and natural gas can be influenced by the price of underlying or substitute commodities. While the Funds believe that the potential for rising or increasingly volatile commodity prices and inflation will spur investment in the renewable energy sector, there have been, and may continue to be, decreases in such prices, which may reduce the demand for energy efficiency projects or other projects, including renewable energy facilities, that do not rely on fossil fuel energy sources. Development. The successful development of new or expansion infrastructure projects entails a variety of risks (some of which may be unforeseeable at the time a project is commenced) and may require or result in the involvement of a broad and diverse group of stakeholders who will either directly influence or potentially be capable of influencing the nature and outcome of the project. Such factors may include political or local opposition, receipt of regulatory approvals or permits, site or land procurement, environmentally related issues, construction risks and delays (such as late delivery of necessary equipment), labor disputes (such as work stoppages), counterparty nonperformance, project feasibility assessment and dealings with and reliance on third-party consultants. When making an investment, value may be ascribed to infrastructure projects (new or expansion) that do not achieve successful implementation, potentially resulting in a lower-thanexpected internal rate of return over the life of the investment. Investments in Distressed Companies. The Funds may make investments in Portfolio Companies that are experiencing or are expected to experience financial difficulties which may never be overcome. These financial difficulties may cause such Portfolio Companies to become subject to

bankruptcy proceedings and could, in certain circumstances, subject the Funds to certain additional potential liabilities which may exceed the value of the Funds’ investment therein. Risks in Effecting Operating Improvements. In some cases, the success of the Funds’ investment strategy will depend, in part, on the ability of the Funds to restructure and effect improvements in the operations of a Portfolio Company and such Portfolio Company may be expected to require additional financing to satisfy their working capital requirements or acquisition strategies. The activity of identifying and implementing restructuring programs and operating improvements at Portfolio Companies entails a high degree of uncertainty. There can be no assurance that the Funds will be able to successfully identify and implement such restructuring programs and improvements. Effects of Bankruptcy. The Funds may make investments in Portfolio Companies that are or may become the subject of voluntary or involuntary bankruptcy proceedings under applicable bankruptcy laws. Certain risks that are faced in bankruptcy cases that must be factored into the investment decision include, for example, the potential total loss of any such investment. Regulatory Risk. The Funds may invest in regulated Portfolio Companies that are subject to any number of governmental licenses, permits or other approvals. The Funds may need the consent or approval of applicable regulatory authorities in order to acquire particular Portfolio Companies. Such regulatory authorities may also be required to approve or consent to certain aspects of the Funds’ sale of such investments. In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, could have an adverse effect on the Funds’ investments. Such changes could necessitate the creation of new business models and the restructuring of investments to satisfy regulatory requirements, which may be costly and/or timeconsuming. In connection with the regulatory approval, licensing or review process for any Portfolio Company, disclosures and other undertakings may be required from or in respect of the existing or prospective owners of such Portfolio Company, potentially including the Funds or in turn the Limited Partners. Reliance on Raw Materials. The Funds may invest in Portfolio Companies in the industrial sector who rely on outside sources for the purchase of their energy, steel, aluminum, rubber and rubberbased materials, chemicals, polymers and other key manufacturing inputs. Such Portfolio Companies traditionally do not have long-term pricing contracts with raw material suppliers. The costs of these raw materials have been historically volatile and are influenced by factors that are outside the Portfolio Companies’ control. Operation of Manufacturing Facilities. Major disruptions at one or more Portfolio Companies’ manufacturing facilities, due to labor unrest, adverse weather, natural disasters, geopolitical events, significant mechanical failure of their facilities, or other catastrophic events, could result in significant interruption to their business and a potential loss of customers and sales or could significantly increase their operating costs. Environmental Obligations and Liabilities. The Funds may invest in Portfolio Companies with operations that involve the use, handling, processing, storage, transportation and disposal of hazardous materials and are subject to extensive and complex U.S. federal, state, local and non-U.S. supranational, national, provincial and local environmental, health and safety laws and regulations. These laws and regulations include those that govern the discharge of pollutants into the air and water, the generation, use, storage, transportation, treatment and disposal of hazardous materials

and wastes, the clean-up of contaminated sites, occupational health and safety and the safe operation of our equipment, and those requiring permits, licenses or other government approvals for specified operations or activities. Such Portfolio Companies’ products are also subject to a variety of international, national, regional, state and provincial requirements and restrictions applicable to the manufacture, import, export or subsequent use of such products. Hazardous Materials; Liability Claims. Some of the Portfolio Companies the Funds may invest in produce hazardous chemicals that require care in handling and use that are subject to regulation by many U.S. and non-U.S. national, supra-national, state and local governmental authorities. In some circumstances, these authorities must review and, in some cases approve, these Portfolio Companies’ products and/or manufacturing processes and facilities before they may manufacture and sell some of these chemicals. Additional compliance costs, bans on product sales or use, seizures, confiscation, recall or monetary fines, any of which could prevent or inhibit the development, distribution or sale of our products and could increase our customers’ efforts to find less hazardous substitutes for our products. The Portfolio Companies are subject to ongoing reviews of our products and manufacturing processes. Dynamic Investment Strategy. While the General Partner generally intends to seek attractive returns for the Funds primarily through making private equity investments as described herein, the General Partner may pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process and investment techniques as it determines appropriate. The General Partner may pursue investments outside of the industries and sectors described herein. Limited Operating History of Portfolio Companies. The operations of the Funds’ Portfolio Companies will likely depend on the successful development and sales of each Portfolio Company’s respective product offerings and services and the customers’ experience. Certain Portfolio Companies of the Funds may have limited operating histories with their respective products and services for which the Funds can use to evaluate their performance and prospects. Contingent Liabilities on Disposition of Assets. In connection with the disposition of assets, an investment in a Portfolio Company or any other investment, the Funds may be required to make representations and warranties about the business and financial affairs and other aspects (such as environmental, property, tax, insurance and litigation) of itself and its assets, such Portfolio Company (or its assets) or such investment typical of those made in connection with the sale of a business or a portfolio of assets. The Funds also may be required to indemnify the purchasers of such assets or investments to the extent that any such representations and warranties are inaccurate or with respect to certain potential liabilities. These arrangements may result in the occurrence of actual and/or contingent Funds liabilities for which the General Partner may need to establish reserves or escrows or delay the receipt of consideration paid in connection with such disposition. In that regard, Limited Partners may be required to return amounts distributed to them to fund obligations of the Funds, including indemnity obligations, subject to certain limitations set forth in the Funds’ Governing Documents. Use of Leverage. The Funds expect to borrow money or otherwise utilize substantial leverage for investment purposes. The Funds’ successful execution of its investment strategy will depend on its ability to obtain desired leverage on appropriate terms. There is no guarantee that the Funds will be able to obtain the amount of leverage desired on favorable terms or at all. Any failure to obtain

desired leverage may substantially reduce the Funds’ returns to Limited Partners. Leverage will magnify the volatility of the Funds’ investment portfolio and involves substantial risks. The use of leverage will increase investment returns if the leveraged portfolio investment earns a greater return than the Funds pay for the use of borrowed funds. The use of leverage will also amplify any losses experienced by the Funds if the cost of investments, including the cost of the leverage, ultimately exceeds the realizable value of the investments. The extent to which the Funds use leverage could have important consequences for the Limited Partners including, but not limited to, the following: (i) greater fluctuations in the net assets of the Funds, (ii) use of cash flow for debt service and related costs and expenses (e.g., interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of the credit line, upfront fee for establishing an asset-based credit facility and other one-time and recurring fees and/or expenses, as well as legal fees and expenses relating to the establishment, structuring and negotiation of the terms of the credit facility, and the maintenance, renegotiation or termination of the facility), rather than for additional investments, distributions, or other purposes, (iii) increased interest expense, if interest rate levels were to increase, (iv) to the extent that the Funds’ revenues are required to meet principal payments, the Fund’s Limited Partners could be allocated income (and therefore tax liability) in excess of cash available by distribution, (v) to the extent that the Funds’ revenues are insufficient to service its debt obligations, the Fund’s Limited Partners could be required to contribute capital to service such debt obligations and (vi) in certain circumstances, the Funds could be required to prematurely harvest investments to service its debt obligations. There can also be no assurance that the Funds will have sufficient cash flow to meet their debt service obligations. As a result, the Funds’ exposure to losses could be increased due to the illiquidity of their investments generally. Covenants and financial tests set forth in the agreements governing such leverage could limit the ability of the Funds to make new investments or distribute cash to investors. Such covenants or financial tests could be based on the market value of the leveraged assets, which could fluctuate and, therefore, at any time, the Funds could not be able to satisfy requirements of covenants or financial tests. In the event an investment acquired with proceeds of borrowing loses value, the effective amount of leverage employed by the applicable Fund would increase and could result in a violation of such covenants and financial tests pursuant to which such Fund must either repay borrowed funds to the lender, which could (subject to any limitations set forth in the applicable Governing Agreement), require such Fund’s Limited Partners to make additional capital contributions in respect of such borrowing, or suffer foreclosure or forced liquidation of the pledged asset. In the event an investment appreciates in value and is disposed of or otherwise realized upon prior to repayment of the borrowing, the disposition or realization proceeds would be applied to repay the borrowing (and related interest and expenses), and the net proceeds would be distributed to the partners of such Fund without a preferred return accrual on the amount invested by such Fund (due to the absence of invested capital funded by Limited Partners) prior to the determination of carried interest amounts. Accordingly, borrowings by a Fund can support the distribution of proceeds to Limited Partners and increase the potential carried interest distributions for the applicable General Partner, which in turn could be subject to conflicts of interest. Because the Funds can engage in portfolio financings where investments are cross-collateralized or cross-defaulted, multiple investments could be subject to the risk of loss. As a result, the Funds could lose interests in performing investments in the event such investments are cross-collateralized or cross-defaulted with poorly performing or nonperforming investments.

In addition, in connection with any credit facility entered into by the Funds, the borrowers thereon (and the Limited Partners) may be required to (i) make certain representations and warranties to one or more lenders and (ii) indemnify the lenders pursuant to any credit facility in case any such representations and warranties are inaccurate. Additionally, in order to secure the credit facility, the applicable General Partner may request certain financial information and other documentation from Limited Partners to share with lenders. Certain borrowings, including those secured by an asset-backed facility, expose all of the assets of the applicable Fund to claims of lenders for a loss occurring at one specific portfolio company. This would negatively impact the value of all of such Fund’s portfolio companies if such a loss were to occur. Such a loss would also impact those Limited Partners that have been excused from making an investment in the portfolio company experiencing the loss. In addition, the Funds could need to refinance outstanding debt as it matures. There is a risk that the Funds might not be able to refinance existing debt or that the terms of any refinancing might not be as favorable as the terms of the existing loan agreements. If prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could adversely affect the Funds’ financial condition, cash flows and the return on their investments. Use of Artificial Intelligence. Neos expects to permit the use of artificial intelligence (“AI”) technologies, including generative AI technologies, within the context of Neos’ business and operations, including research related to prospective and current Portfolio Companies. Although Neos is likely to use AI tools to help promote administrative and operational efficiency, Neos personnel are prohibited from entering proprietary or any personally identifiable information into any public AI platform. The use of AI technologies is still in its early stages, and ineffective or inadequate AI development or deployment by AI firms presents risks to the business of Neos and could result in unintended consequences. For example, AI algorithms and models that are used may have undisclosed inherent limitations, be flawed or contain errors or may be based on datasets that are biased or insufficient. In addition, any latency, disruption or failure in AI systems or infrastructure could result in errors in analyses and compromise the integrity, security or privacy of generated content. Moreover, uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Additionally, the Funds are expected to invest in Portfolio Companies that utilize AI technologies, including generative AI, to, among other things, recommend relevant unconnected content across portfolio companies, enhance the advertising tools of Portfolio Companies, assist in the development of new products for Portfolio Companies and develop new features for existing products of Portfolio Companies. Accordingly, such Portfolio Companies are subject to the same risks and unintended consequences described above, and there can be no assurance that the usage of AI will enhance Portfolio Company products or services or be beneficial to their business, including efficiency or profitability. Co-Investment. The Funds may co-invest in one or more investments with one or more strategic investors, Industry Advisors, lenders, Limited Partners (or affiliates thereof) and/or co-investors through joint ventures or other entities or in a variety of other circumstances. Co-investments will be subject to typical risks in connection with third-party involvement and joint ventures described above. In addition, co-investors in certain cases could have different or superior rights or interests

to those of the Funds and its Limited Partners, and could invest in different assets, different tranches of securities or loans or different parts of a capital structure. In such circumstances, the size of the investment opportunity otherwise available to the Funds could be less than it would be otherwise. Co-investors may purchase their interest in an investment at the same time as the Funds or could purchase their interest from the Funds or from another party after the Funds have consummated its investment. Co-investors could also sell an interest to the Funds. The Funds can hold the same or different Interests from co-investors and can participate on the same or different terms than coinvestors. The terms on which the Funds invest can include economic or other terms that prove to be less advantageous or provide investment results that are less profitable for the Funds than the terms or results enjoyed by the co-investors. This could have an adverse impact on the Funds. If a co-investment entity or vehicle is formed and a co-investment is successfully consummated, such entity or vehicle generally will bear expenses related to its formation and operation, although, from time to time, the Funds could bear some or all of such costs directly or indirectly. The Funds generally will bear the costs of any unconsummated co-investment. Credit Facility. Subject to the limitations set forth in the Funds’ Governing Documents, the Funds may establish one or more credit facilities with one or more financial institutions, including subscription line facilities, warehouse lines of credit and other credit facilities (each, a “Credit Facility”). Implementation and utilization of a Credit Facility may result in fees and expenses to the Funds. Bridge Investments. From time to time, the Funds may make investments on a short-term basis in anticipation of future equity or long-term debt take-out refinancing. There can be no assurance that such take-out refinancing will occur on time, on desirable terms or at all, and such bridge investments may remain outstanding. In such an event, the return on such investments may not adequately reflect the risk associated with the investment taken by the Funds. Secondary Transactions. As set forth in the Funds’ Governing Documents, Neos could propose to the Funds’ Advisory Committee or investors one or more transactions that would enable such investors to monetize or restructure all or a portion of their interests in the Funds, including through the use of a continuation vehicle (each such transaction, a “Secondary Transaction”). The sale of an investment to a continuation vehicle could result in certain investors, the General Partner and/or members of Neos (including employees and affiliates) disposing of their investments in the underlying assets at a different time than some or all investors of the Funds and otherwise taking actions with respect to such investments that are different than the actions taken by other investors. Neos could be subject to other conflicts of interest in connection with a Secondary Transaction, including with respect to investment valuations, allocation of fees and expenses and the offering of investment opportunities to the Funds and co-investors. Investments in Regulated Industries. The Funds may make investments in a number of different industries, some of which are or may become subject to regulation by one or more U.S. federal agencies and by various agencies of the states, provinces, localities, counties and countries in which they operate. New and existing regulations, changing regulatory schemes, and the burdens of regulatory compliance all may have a material negative impact on the performance of Portfolio Companies that operate in these industries. Convertible Securities Risk. Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality. The market values of convertible securities

tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, a convertible security’s market value tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than the convertible security’s “conversion price.” The conversion price is defined as the predetermined price at which the convertible security could be exchanged for the associated stock. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the yield of the convertible security. Thus, it may not decline in price to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities would be paid before the company’s common stockholders but after holders of any senior debt obligations of the company. Consequently, the issuer’s convertible securities generally entail less risk than its common stock but more risk than its debt obligations. Preferred Securities Risk. In addition to credit risk, investment in preferred stocks involves certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip or defer distributions. If the Funds own a preferred stock that is deferring its distribution, the Funds may be required to report income for tax purposes despite the fact that they are not receiving current income on this position. Preferred stocks are often subject to legal provisions that allow for redemption in the event of certain tax or legal changes or at the issuer’s call. In the event of redemption, the Funds may not be able to reinvest the proceeds at comparable rates of return. Derivative Financial Instruments. Derivative instruments or “derivatives” include futures, options, swaps, structured investments and other instruments and contracts that are derived from, or the value of which is related to, one or more asset, index, reference rate, or another financial instrument. The Funds may utilize a variety of financial instruments such as caps and floors, options, interest rate swaps, foreign exchange forwards and swaps, credit default swaps, total return swaps, and other derivative instruments to hedge against fluctuations in the relative values of the Funds’ portfolio positions or to invest in an underlying financial instrument. The success of the Funds’ derivatives transactions will be subject to (among other things) Neos’ ability to predict correlations between the value of the portfolio’s assets and the direction of interest rates, foreign exchange rates, the price of an underlying financial instrument or other market conditions. Market Discussion and Economic Outlook. The market outlook, trends, opportunities and other matters presented in the Governing Documents reflect Neos’ current view, which is based on various estimates and assumptions, including about future events. The estimates and assumptions are subject to uncertainties, changes and other risks, many of which may be beyond Neos’ control and any of which may cause the actual financial and other results to be materially different from the results expressed or implied herein. There can be no assurance that such market outlook, trends, opportunities and other matters will materialize. General Economic Conditions and Recent Market Events. Many factors affect the appeal and availability of investments that are the focus of the Funds. The activities of the Funds and their investments could be materially adversely affected by instability in the local, U.S. or global financial markets, or changes in market, economic, political or regulatory conditions, as well as by numerous other factors outside the control of Neos. Interest rates, employment rates, general levels of economic activity and other economic indicators may affect the value and number of investments made by the Funds or considered for prospective investment. Declining general economic, business or industry conditions are likely to have a material adverse effect on results of operations, liquidity and financial condition of the Funds’ investments, which may include impacts that cannot be

anticipated at this time. Legal and Regulatory Developments. Governmental and regulatory authorities, including in the United States, have in the past taken unprecedented action to attempt to stabilize financial markets and improve and increase regulatory oversight in response to certain global events. Attention has been focused on the need for financial institutions, trading firms, and private investment funds to maintain adequate risk controls, capital reserves and compliance procedures. The policies of the current U.S. governmental administration are uncertain and may result in significant changes in U.S. legislation, as well as global impacts. Changes in U.S. legislation and other global impacts may affect the Funds and their investments in ways that cannot be anticipated at this time. Diseases and Epidemics. The impact of disease and epidemics has had, and may in the future have, a materially adverse impact on the operations and business results of Neos, the Funds and their Portfolio Companies and each of their respective affiliates and the performance, financial position and investment obligations of each of the foregoing. Outbreaks of any epidemic disease could result in health or other government authorities requiring the closure of offices or other businesses and have or could also result in a general economic decline. For example, such events may adversely impact economic activity through disruption in supply and delivery chains which could have an adverse effect on investments. Recent Developments in the Chinese Financial Markets. The economy of China has experienced a great degree of volatility and financial turmoil in recent years. For example, China’s two major equity indices have in the past experienced significant losses, which were magnified domestically by prior rapid growth in the domestic credit market and consumer margin investment. These market losses, along with the devaluation of the yuan by the Chinese government, are viewed by many as a sign of a general economic slowdown in China. The extent of the slowdown and the potential financial and economic turmoil is unknown and may be significant. Additionally, the economic condition of the country is disproportionately impacted by government decisions and intervention, which increases the unpredictability of the situation. Moreover, Chinese economic conditions could have a negative effect on market conditions worldwide. As the world’s second-largest economy, economic and/or financial turmoil in China is likely to impact other global markets in ways that cannot be planned for. Instability in the securities markets and economic conditions generally (including a slowdown in economic growth and/or changes in interest rates or foreign exchange rates) could also increase the risks inherent in the Funds’ investments and could have a negative impact on the performance and/or valuation of the Portfolio Companies, particularly those relying on business from China. In particular, dislocations in the Chinese economy may slow its demand for minerals, which, in turn, may have adverse effects on companies operating within the renewable energy sector. SOFR Risks. A significant change in the Secured Overnight Financing Rate (“SOFR”) or the future discontinuation of SOFR could negatively impact the expected return on the Funds’ portfolio, and such impacts may be material. There may not be any alternative benchmark that reflects the composition and characteristics of SOFR, and there may be dramatic shifts in debt investments and the debt markets generally. These impacts could materially adversely impact results for the Funds. Inflation. Inflation and rapid fluctuations in inflation rates have in the past had and may in the future have negative effects on the economies and securities markets (both public and private) of certain countries in which a Fund could invest. Inflation rates could increase in the future, and government

measures to control inflation in the future remain uncertain. Measures taken by the government to control inflation potentially include maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and hindering economic growth. Measures to combat inflation and public speculation about possible additional actions have in the past contributed materially to economic uncertainty in many countries. Inflation could significantly increase a Fund’s costs of operations, adversely impact the availability of suitable investments or the performance thereof, and otherwise impact such Fund’s financial condition. There can be no assurance that high rates of inflation in the future will not have a material adverse effect on a Fund’s investments. Depending on the inflation assumptions relating to anticipated cash flows from an investment, as well as the manner in which the asset or business revenue is determined with respect to such investment, returns from an investment could vary from those projected by Neos. In addition, the market value of investments could decline in times of higher inflation rates given that the most commonly used methodologies for valuing investments (e.g., discounted cash flow analysis) are sensitive to rising inflation and real interest rates. Uncertain Geopolitical Events. International and/or local geopolitical events are likely to influence the Portfolio Companies of, and markets for, the investments made by the Funds. Geopolitical events including, without limitation, national referenda, political elections, international violent and non-violent conflicts (including the conflicts between Russia and Ukraine and in the Middle East), political movements and reactions to national and international emergencies, can affect monetary policy, fiscal policy, international relations, currency valuations, legal systems and regulatory regimes, among numerous other things, in ways that could impact the Funds and/or their ability to operate and/or pursue their investment strategy. Natural Disasters, Geopolitical Events and Similar Dislocations. Upon the occurrence of a natural disaster such as flood, hurricane, or earthquake, or upon an incident of war, terrorism, riot or civil unrest, the impacted country or region may not efficiently and quickly recover from such an event, which can have a material adverse effect on investments, economic enterprises and countries or regions. Cyber Security Threats. Cyber security threats could result in disruption of operations, loss of assets, or damage to the Funds’ reputation. The Funds and Neos and their respective Service Providers rely on information technology systems for current and planned operations, including to facilitate their abilities to monitor and control their respective operations and adjust to changing market conditions. The Funds and Neos and their Service Providers may be prone to operational and information security risks resulting from cyber-attacks. Successful cyber-attacks against, or security breakdowns of, Neos, the Funds or third-party Service Providers may adversely impact the Funds’ investors. The Funds may also incur substantial costs for cyber security risk management in order to prevent any cyber incidents in the future. The Funds and the investors could be negatively impacted as a result. Trade Disputes and Tariffs. Political events, international trade disputes or tariffs could harm or disrupt international commerce and the global economy and could have a material adverse effect on Neos, our Funds and our Funds' Portfolio Companies. The United States has recently enacted significant trade measures, including substantial tariffs on goods imported from major U.S. trading partners, and may in the future increase such tariffs and/or impose tariffs on additional countries. As a result, to the extent the Funds invest in Portfolio

Companies that utilize inputs from countries subject to tariffs, the enactment of tariffs will result in increased operating costs for such Portfolio Companies, which has the potential to impact a Fund’s investment performance and returns to such Fund’s investors. Additionally, to the extent certain countries impose retaliatory tariffs on imports from the United States, to the extent a Fund invests in Portfolio Companies that export goods to such countries, the retaliatory tariffs could limit the ability of such Portfolio Companies to compete in such foreign markets, which also has the potential to impact such Fund’s investment performance and returns to such Fund’s investors. More generally, future trade restrictions, protectionist measures or similar events beyond our control could escalate into a trade war and have a material adverse effect on our business operations and our funds’ performance. Heightened economic uncertainty driven by tariffs and changing government policy could reignite inflationary pressures, impact central bank policy, and raise recessionary risks. Increases in borrowing costs driven by inflationary pressure, particularly in a macroeconomic environment which already features elevated borrowing costs, could further dampen consumer demand and investor confidence. In addition, the North American economic corridor may be negatively impacted by this uncertainty, which could include impacts to key U.S. exports. Additionally, escalation in tensions between the U.S. and major economies, coupled with such nations’ failures to adopt or maintain trade agreements and/or increased use of tariffs, sanctions or investment restrictions may contribute to a slowing of global economic growth and adversely affect the revenues and profitability of our Funds and their Portfolio Companies. Moreover, sanctions or other investment restrictions could preclude our Funds from investing in certain foreign companies or cause our Funds to sell investments at disadvantageous times. All of the foregoing has the potential to materially and adversely impact Neos, our Funds, and their portfolio investments. Events such as these and their impact are difficult to predict and it is unclear whether tariffs or similar trading restrictions may be imposed or other escalating actions may be taken in the future. General Tax Considerations. Limited Partners may have unexpected or unwelcome tax consequences as a result of investing in the Funds. The Funds are expected to be treated as a partnership for U.S. federal income tax purposes. As is generally the case for similar private investment vehicles, an investment in the Funds will give rise to a variety of complex U.S. federal income tax and other tax issues for Limited Partners. Those issues may relate to special rules applicable to certain types of investors, such as tax-exempt entities, financial institutions, individuals, dealers in securities and non-U.S. persons. Because of limitations on the deductibility of losses and expenses relating to the Funds, an investor may not be able to use losses or expenses generated by the Funds to offset income or gain generated by the Funds or to offset income or gain recognized by the investor from sources other than the Funds. The Funds may not be able to furnish the Limited Partners’ Schedule K-1s for completing its U.S. tax returns prior to the applicable filing date for each year. In that case, each Limited Partner would have to file requests for extension of the time for filing the Limited Partner’s U.S. tax returns. Prospective investors are urged to consult their tax advisors with specific reference to their own situations concerning an investment in the Funds. Geopolitical Events; Recent Turmoil in the Middle East. On February 28, 2026, the United States and Israel launched strikes against Iran, killing Iran’s supreme leader Ayatollah Khamenei. In retaliation, Iranian missiles and drones targeted Israel and a number of countries that host U.S. military bases—including Bahrain, the United Arab Emirates, Kuwait, Qatar and Saudi Arabia—

and Hezbollah fired projectiles at Israel. While there is significant uncertainty about the duration of the war in Iran, the White House has stated that it may be a protracted engagement. These events have destabilized the region and may lead to significant disruptions across the world economy. Further, shipping through the Strait of Hormuz, a waterway essential to the shipment of petroleum products, fertilizers and other essential goods, has experienced and may continue to experience prolonged disruption. Although it is impossible to predict exactly how this conflict will affect certain industries and the world economy generally, including the industries in which the Funds invest, it is very likely that a prolonged war will have significant impacts across the market generally, which could materially and adversely impact Neos, the Funds and their portfolio investments. Conflicts of Interest Conflicts of Interest; Other Activities of Neos. In the ordinary course of its business, Neos expects from time to time to conduct activities in which its interests or the interests of other Accounts will conflict with or be adverse to the interests of a Fund. Other Accounts are expected to utilize Neos’ services, for which they pay fees and expenses that are not shared with a Fund. Neos is also permitted to make investment decisions for its own account or for the account of other Neos Accounts that differ from those made for a Fund. Decisions made for each Neos Account are made consistent with Neos’ fiduciary duties to that Account. However, in certain instances, one Account’s interests may conflict with another Account’s interests, including those of a Fund. Accordingly, in certain instances, Neos’ obligation to act in the best interest of one Account could cause that Account to take an action that is not in the best interests, or is opposed to the interests, of another Account or a Fund. These conflicts can arise, for example, where different Neos Accounts invest in the same Portfolio Company with different objectives, whether in the same or different securities or assets of such Portfolio Company. Such conflicts can be expected to occur, in particular, where different Neos Accounts invest in different parts of a Portfolio Company’s capital structure, such as (i) one Account owning equity of a Portfolio Company and another Account owning debt of the same Portfolio Company, or (ii) one Account owning public securities and another Account owning private securities. In such circumstances, conflicts may arise in connection with decisions over the operations or activities of the Portfolio Company involved, the targeted returns from the investment, the timeframe for, or method of, exiting the investment, or bankruptcy matters (including, for example, decisions over whether to trigger an event of default or over the terms of any workout). In order to minimize such conflicts, a Fund may avoid making certain investments or taking certain actions that would potentially give rise to conflicts with other Accounts, which could have the effect of limiting a Fund’s investment opportunities. Alternatively, a Fund might resolve the conflict by adopting a particular strategy, which could result in a different investment outcome than might arise if such Fund had adopted an otherwise different investment strategy. In addition, Neos and its Accounts, in certain cases, will buy securities, investments and assets from or sell securities, investments and assets to a Fund and enter into contracts and transactions with such Fund, in each case if (A) provided for or contemplated by the Governing Documents or (B) approved by the advisory committee. In certain cases, these other relationships also result in securities laws restrictions on transactions in these instruments by a Fund (even where the Fund was not otherwise transacting) and otherwise create potential conflicts of interest for Neos. In addition, a Fund’s ability to make an investment in Portfolio Companies or take certain actions with respect to its investment in Portfolio Companies (including taking “active” positions with respect to such Portfolio Company investments) may be limited due to Neos’ duties to other

Accounts or under applicable law or by Neos’ intention to avoid certain potential conflicts of interest. Similarly, Neos may be required to take certain actions due to such duties and potential conflicts. In order for Neos to adhere to its applicable fiduciary obligations as well as to address and/or mitigate conflicts of interest, it may not be possible or appropriate to make available resources of Neos that might be relevant to particular investment decisions by the investment professionals responsible for a Fund’s investment program. Such restrictions could result in Neos investment professionals making investment or other decisions for a Fund that are different from the decisions they would make if there were no such limits or restrictions. To the extent that Neos investment professionals and other employees perform services to multiple clients or accounts, they will face conflicts in allocating their time and services among a Fund and the other accounts now or hereafter advised by Neos. In addition, Neos has a sole beneficial owner and no Neos investment professionals, consultants or advisers (including any Industry Advisors) are owners or partners of Neos. In accordance with the Governing Documents, other than Neos’ sole beneficial owner, no Neos investment professionals, consultants or advisers (including any Industry Advisors) will be required to dedicate a certain amount of their business time and attention to the business and activities of a Fund. Subject to the terms and conditions of the Governing Documents, a Fund or its Portfolio Companies are permitted to utilize or otherwise engage in transactions with and are also permitted to invest in entities that utilize or otherwise engage in transactions with Service Providers that are acquired and owned by (or otherwise affiliated with) a Fund, other Neos Accounts or Neos. If any such opportunities exist, Neos will have an incentive to utilize affiliated Service Providers. There can be no guarantee that such Service Providers will have a positive impact on a Fund or its investments, or that they will produce results better than those that could have been achieved by unaffiliated Service Providers. Any such affiliated service provider will be subject to significant conflicts of interest and may take actions that are adverse to a Fund’s interests. Subject to the terms and conditions of the Governing Documents, a Fund is permitted to purchase assets from, or sell assets to, other Neos Accounts. This includes purchases of assets by a Fund from, or sales by a Fund to, any co-invest accounts or future Successor Funds, continuation funds or their related vehicles. While any such transaction would be intended to be made at fair value, there is inherent risk of undervaluing or overvaluing an asset, with the potential that the Funds may pay too much for an asset it purchases or receive too little for an asset it sells. If an asset is undervalued or overvalued in such situations, other Neos Accounts would benefit at the expense of the Funds or vice versa. The General Partner typically has the right to appoint Portfolio Company board members (including current or former General Partner personnel or persons serving at their request, including Industry Advisors), or to influence their appointment, and to determine or influence the determination of their compensation. Additionally, from time to time, Portfolio Company board members approve compensation and other amounts payable to the General Partner in connection with services provided by the General Partner and its affiliates to such Portfolio Company, and, except to the extent such amounts are subject to the Governing Documents’ offset provision, are in addition to the Management Fee or carried interest. The General Partner’s authority to appoint or influence the appointment of Portfolio Company board members who may be involved in approving compensation payable to the General Partner and any Neos personnel and/or Industry Advisors subjects the General Partner and any such Portfolio Company board appointees to potential conflicts of interest. Additionally, a Portfolio Company will typically reimburse the General Partner or

Service Providers retained at the General Partner’s discretion for expenses (including, without limitation, travel expenses) incurred by the General Partner or such Service Providers in connection with the performance of services for such Portfolio Company. This subjects the General Partner to conflicts of interest because a Fund generally does not have an interest or share in these reimbursements, and the amount of such reimbursements over time is expected to be substantial. Subject to the Governing Documents, the General Partner determines the amount of these reimbursements for such services in its own discretion. The Funds’ Portfolio Companies may be counterparties to or participants in agreements, transactions or other arrangements with Portfolio Companies of the Funds or other Neos Accounts, subject to requirements of such the relevant offering and/or governing agreements, including arrangements that may not have otherwise been entered into but for the affiliation with the General Partner or an affiliate. The General Partner will make determinations of the appropriate rates for such arrangements based on its consideration of factors that it deems relevant, necessary or appropriate, in its sole discretion. There is a possibility that the General Partner could favor such retention or continuation of the Funds’ Portfolio Companies continued participation in arrangements with Portfolio Companies of a Fund or other Neos Accounts, even if a better price and/or quality of service could be obtained from another person. Successor Funds. The restrictions on Neos commencing investing for a Successor Fund do not restrict Neos from taking other preliminary steps in respect of a Successor Fund ahead of the date on which investing may commence. In addition, the Successor Fund restrictions do not limit the formation or activities of any parallel funds, feeder funds, alternative investment vehicles, investment funds with different objectives or strategies, separate accounts, non-comingled funds, vehicles that invest in amounts or Portfolio Companies not allocated to the Funds, or co-investment vehicles. Moreover, a Fund may, from time to time, co-invest with a Successor Fund and/or a Successor Fund may co-invest in Portfolio Companies in which a Fund is investing. Each of the foregoing activities may give rise to a variety of conflicts of interest. Allocation of Shared Expenses. Neos expects that a number of resources will be shared among the Funds and one or more Portfolio Companies, Successor Funds and other Neos Accounts to, among other things, enhance efficiency and reduce the cost for a Fund and each Portfolio Company, and Successor Fund and other Neos Accounts. Neos takes into account a variety of considerations when allocating such expenses, both between Neos and the Funds, the Portfolio Companies, Successor Funds and other Neos Accounts. As further set forth in the Governing Documents, Neos uses methods that it believes, at the time such determinations are made, are fair and reasonable in making the allocations in its discretion. These methods vary depending on the type of expense, including, without limitation, allocations based on assets under management, net asset value, holdings percentages, number of positions held by different Accounts, number of funds and other investment vehicles, number of users of such resource, relative benefits of such resource and time spent. Despite Neos’ good faith judgment to arrive at a fair and reasonable expense allocation methodology, the use of any particular methodology may lead a Fund to bear relatively more expense in certain instances and relatively less in other instances compared to what a Fund would have borne if a different methodology had been used. However, Neos seeks to make allocations that are fair and reasonable on an overall basis in its good faith judgment. From time to time, Neos, in its good faith judgment, is permitted to revise or change previously determined allocation methodologies in an effort to ensure that such expenses remain fairly and reasonably allocated among the Funds and one or more Portfolio Companies, Successor Funds and other Neos Accounts.

Relationships with Counterparties. Various counterparties with which a Fund will interact may have other relationships with Neos in respect of other areas of Neos’ business outside such Fund. To the extent a dispute arises between Neos and such counterparties on matters unrelated to a Fund, such Fund’s current and/or future opportunities and investments may be affected. Other Interests. Neos and its personnel maintain relationships with (which could include investing in) financial institutions or other Service Providers, some of which will invest in (or will be affiliated with an investor), engage in transactions with and/or provide services to, Neos and/or a Fund. Neos and its personnel may receive other benefits from these relationships that are not made available to a Fund. This could also impact Neos’ selections of certain financial institutions or other Service Providers for such Fund. Material Non-Public Information. Neos from time to time expects to come into possession of material non-public information concerning specific Portfolio Companies. Under applicable securities laws, this will limit Neos’ flexibility to buy or sell securities issued by such Portfolio Companies on behalf of a Fund or otherwise use such information for the benefit of a Fund. For example, Neos could decline to pursue certain investment opportunities or exit strategies on behalf of a Fund in order to avoid being in possession of material non-public information in respect of an issuer. Alternatively, Neos could decline to receive material non-public information in order to avoid trading restrictions, even though access to such information might have been advantageous and other market participants are in possession of such information. For additional information, please see “Portfolio Company IPO” below. Post-Investment Period Management Fee Calculation and Capitalized Costs. In accordance with the Funds’ Governing Documents, the Funds generally pay annual Management Fees based upon aggregate commitments during the investment period (i.e., the period of time during which the applicable General Partner may draw upon the limited partners’ capital commitments to make new investments pursuant to and in accordance with the terms and conditions set forth in the applicable Fund’s Governing Documents), and, following the investment period, based upon invested capital with respect to investments that have not been the subject of a disposition as applicable. In connection with the foregoing, following the investment period, Neos has broad discretion in determining which costs are capitalized to the limited partners’ respective share of invested capital, and therefore broad discretion in determining the basis for calculating Management Fees. For instance, Neos could include in invested capital those capital contributions made by Limited Partners in respect of costs attributable to an applicable portfolio investment, including but not limited to expenses incurred in connection with identifying, structuring, negotiating, making (including capital contributions used to repay interest on borrowed amounts), sourcing, researching, holding, monitoring, developing, owning, operating, managing, financing, selling, restructuring, or otherwise disposing of a portfolio investment (including, but not limited to, legal, accounting, audit, consulting appraisal, travel, lodging, transportation, meals (including closing dinners), hedging and other expenses); payments made to Neos, Industry Advisors or other Service Providers, including affiliated Service Providers (meaning that Management Fees would be charged on invested capital, which would include capitalized costs that were paid to affiliates of Neos or Neos) in connection with facilitating a portfolio investment. Should Neos capitalize such costs into invested capital, the Management Fee paid by Limited Partners will be higher than if Neos determined not to capitalize such expenses. For the avoidance of doubt, Neos does not expect changes in values of portfolio investments or Portfolio Companies, including write-downs and write-ups, to impact invested capital. Moreover, Neos does not treat dividend payments or recapitalizations, including dividend

recapitalizations, as reducing invested capital, and therefore none of write-downs, write-ups, dividend payments or recapitalizations will reduce the Management Fee paid by the given Fund following the investment period. This method of calculating Management Fees following the investment period creates an incentive for Neos to exercise its broad discretion in a manner that results in the highest Management Fee possible. In addition, this method of calculation also creates an incentive for Neos to seek to draw down and deploy more capital (or more capital quickly) or to borrow more than it would otherwise, and to hold on to investments that have poor prospects for improvement in order to receive a potentially larger carried interest distributions and to receive ongoing Management Fees. Neos will not be obligated to (and does not expect to) resolve such conflict in favor of the Limited Partners, but rather will resolve it based on the overall facts and circumstances relating to a particular event, asset and/or portfolio investment that it deems relevant in its discretion. For the avoidance of doubt, Neos’ determinations with respect to determining the Management Fee basis following the investment period are not subject to investor (or advisory committee) consent. Management Fee Offset. Neos generally offsets 100% of fee income against the Management Fees otherwise payable to Neos. For example, a Fund could establish arrangements in which Portfolio Companies pay transaction fees or monitoring fees to Neos on such terms as Neos deems appropriate in its sole discretion. In many cases with respect to the implementation of such arrangements, there is not an independent third party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest could exist in the determination of any such fees and other terms in the applicable agreement with the portfolio company, which could be more favorable to Neos than terms that would otherwise be available on an arm’s-length market basis. There is also a risk that such fees will exceed available Management Fee offsets, resulting in an economic benefit to Neos at the expense of the Limited Partners, or that Neos will benefit from the accelerated timing of other fees relative to the timing on which Management Fees would otherwise be paid. For the avoidance of doubt, and without limiting the foregoing, no Limited Partner shall, by reason of being a Partner in a Fund, have any right to participate in any profits or income earned, derived by or accruing to Neos or any of its affiliates from the conduct of any business, other than the business of a Fund to the extent provided in the Fund’s Governing Documents, or from any transaction in securities effected by Neos or any of its affiliates for any Account other than that of such Fund. Fee income received by Neos will be allocated in a manner determined by Neos in its sole discretion among the Accounts (including, if applicable, such Fund) and other investors investing in the portfolio company giving rise to the fee income. The Management Fee payable by the Limited Partners will only be offset by that portion of the fee income that is allocable to such Fund, and not by any portion of the fee income that is allocable to any other Account or other investors. Moreover, fee income in respect of “affiliated partners” or other investors that do not bear Management Fees or in respect of other Accounts that may invest alongside a Fund in any portfolio company (including any co-investment vehicle, if applicable) giving rise to such fee income will be retained by Neos, and such Fund and other investors will have no right to participate in the benefit of any such fee income so retained. To the extent any significant investments are made alongside the Funds, meaningful portions of any fee income paid by any portfolio company to Neos will not be allocated to such Fund and will not offset the Management Fee. Consequently, Neos will be subject to potential conflicts of interests in determining which portion of an investment in the relevant portfolio company should be borne by co-investors . Carried Interest. Because the General Partner’s carried interest is based on a percentage of net

realized profits, it creates an incentive for Neos to cause a Fund to make riskier or more speculative investments than would otherwise be the case. In certain circumstances, the amount of the carried interest could be calculated based on the fair market value of non-cash distributions, which could result in a valuation for purposes of determining the carried interest that exceeds any cash value ultimately achieved. The carried interest could be distributed prior to the final liquidation of all of a Fund’s investments and prior to returning all capital invested by investors. If a Fund experiences significant losses after having made carried interest distributions to its general partner, then it is possible that the aggregate cumulative amount distributed to all investors upon final liquidation of such Fund would be less than the investors’ aggregate capital contributions plus the cumulative unpaid amount of the preferred return thereon. In this event, such Fund’s general partner could be required to contribute to such Fund all or a portion of the carried interest distributions previously received to restore the deficiency, as provided in the Funds’ Governing Documents; however, such clawback obligations will be computed on an “after-tax” basis. Such calculated amounts could not be sufficient to return to an investor its capital contributions or any return thereon. In addition, economic arrangements could (and in some cases will) vary as between a Fund, on the one hand, and any parallel funds, separate accounts or other accounts, on the other hand, and such differing economic arrangements create conflicts of interest (including with respect to dedication of time, other resources and allocation of investment opportunities). In order for gains that are attributable to carried interest to qualify as long-term capital gain for U.S. federal income tax purposes, the holding period for the asset giving rise to such gains generally must exceed three years. For Limited Partners, gains in respect of assets held for more than one year could qualify as long-term capital gain. Long-term capital gain recognized by non-corporate U.S. taxpayers could be subject to U.S. federal income tax at preferential rates. These disparate holding period requirements could give rise to conflicts of interest. The General Partner could have an incentive to take actions intended to maximize the amount of gains from assets held for more than three years, even though Limited Partners may not derive any additional U.S. federal income tax benefit from the longer holding period. For example, the General Partner could have an incentive to (i) refrain from making investments expected to generate gains within three years, (ii) refrain from selling or engaging in other transactions with respect to investments that would give rise to capital gain if the investment has not been held for more than three years or (iii) structure follow-on investments in a manner intended to maximize the amount of gain attributable to a Fund’s existing interests in such investments. Such actions could reduce the amount realized from such Fund’s investments and adversely affect the amount and timing of distributions to the Limited Partners. Portfolio Company IPO. Any of the Portfolio Companies may conduct an initial public offering (“IPO”) at a later date. An investment in a public company would subject the applicable Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of such Fund to dispose of such securities at certain times (including when such Fund holds unregistered securities or is subject to contractual lock-ups, or due to the possession by the applicable General Partner of material non-public information), increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including personnel of the General Partner and/or its affiliates, suspension of trading on public exchanges that result in increased difficulty in liquidating positions, regulatory action and increased costs associated with each of the aforementioned risks. In particular, one or more full-time employees of any of the applicable General Partner, Neos or

their respective affiliates involved in Neos’ investment advisory business who is active with respect to one or more Fund activities (such persons, “Active Neos Persons”) could serve on the board of directors of a Portfolio Company following any such Portfolio Company conducting an IPO. Neos and Active Neos Persons are expected to come into possession of material nonpublic information (“MNPI”) concerning specific companies, including as a result of Active Neos Persons serving on the boards of directors or in other similar capacities of Portfolio Companies, through other officer or director positions of such Active Neos Persons, and as a result of a Fund’s investments in Portfolio Companies. As a result of the receipt of MNPI, Neos may be restricted from initiating transactions in securities of certain Portfolio Companies. Neos will not be free to act upon any such MNPI and such MNPI may serve to restrict a Fund in its investment activities. Due to these restrictions, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Such possession of MNPI may create a conflict of interest between Active Neos Persons’ and Neos’ duties and obligations to the Portfolio Companies on whose boards the Active Neos Persons participate and a Fund’s ability to effect purchases and sales of the securities of such Portfolio Companies. Inadvertent trading on MNPI could have adverse effects on Neos’ reputation, result in the imposition of regulatory or financial sanctions, and as a consequence, negatively impact Neos’ ability to perform its investment management services on behalf of one or more Funds. Investments in new public companies are subject to numerous additional risks related to such investments generally, including (i) an active trading market for the listed securities of the public company never developing or being sustained, which could impede a Fund’s ability to sell such securities at an attractive price or at all; (ii) volatility in the market price or trading volume of the public securities, including widening bid-ask spreads, which could impair the value of a Fund’s investment; (iii) sales of a significant number of restricted securities in the public company following the IPO, causing substantial dilution and putting downward pressure on the trading price of the public securities; (iv) other shareholders holding controlling positions in the public company and exerting influence over the public company in a manner that may be inconsistent with the interests of a Fund or its Partners; (v) anti-takeover provisions in the governing documents of the public company preventing or discouraging a takeover attempt, which could adversely affect the trading price of the listed securities; and (vi) increased costs of operating a public company and the potentially adverse impact of the public company’s inability to maintain effective internal controls. In addition, certain securities issued by publicly held companies may be subject to risks associated with illiquid investments, including the inability of a Fund to dispose of such investments (e.g., following the initial public offering of such Portfolio Company or during a period of low trading volumes). In addition, even after the securities are saleable, it may take a significant period of time for a Fund to sell or distribute such securities in an orderly manner, during which time profit could have otherwise been realized or loss avoided, and in some cases a Fund could be prohibited by contract or law from selling such public company securities for a period of time. These circumstances or events could reduce a Fund’s profitability. In addition, the applicable General Partner is authorized to distribute securities in kind to Limited Partners, and these securities may not be tradeable by Limited Partners for a period of time following distribution. For reasons not necessarily attributable to any of the risks set forth herein (for example, supply/demand imbalances or other market forces), the prices of the securities in which a Fund invests may decline substantially. In particular, purchasing assets at what may appear to be “undervalued” levels is no guarantee that these assets will not be trading at even lower levels at a

time of valuation or at the time of sale. It may not be possible to predict, or to hedge against, such “spread widening” risk. Even if a portfolio company effects a successful public offering, a Fund or its Limited Partners may be prevented from disposing of the portfolio company's securities for a material period of time due to a contractual “lock-up,” applicable law or other restrictions. Similarly, the receptiveness of potential acquirors to a Fund's portfolio companies will vary over time and, even if a portfolio company investment is disposed of via a merger, consolidation or similar transaction, such Fund's stock, security or other interests in the surviving entity may not be marketable. There can be no guarantee that any portfolio company investment will result in a liquidity event via public offering, merger, acquisition or otherwise, and there is a significant risk that a Fund's investments will yield little or no return. No public market currently exists for the securities of Neos Portfolio Companies, and no assurance can be given that an IPO or other liquidity event (a “Liquidity Event”) with respect to a Portfolio Company will occur in the near future or at all. To the extent a Liquidity Event with respect to a Portfolio Company does materialize, because the applicable General Partner is not required to dispose of the securities received in respect of its carried interest at the same time, on the same terms or otherwise on a pari passu basis with any subsequent disposition by a Fund of securities in the corresponding Portfolio Company, such General Partner may sell its securities pertaining to such Portfolio Company in connection with such Liquidity Event, while Neos causes the applicable Fund to retain such securities. In such case, only the applicable General Partner will realize the economic benefit resulting from such sale, and any decrease in the price of such securities retained will only negatively affect such Fund and its Limited Partners. The non-occurrence of an IPO or other Liquidity Event may significantly reduce the expected return on Limited Partners’ investments in a Fund. Distributions In-Kind. Subject to the terms and conditions of the applicable Governing Document, the applicable General Partner is permitted, in its sole and absolute discretion, to cause a Fund to make in-kind distributions by such Fund of securities or instruments. In circumstances where the General Partner is permitted to make an in-kind distribution of securities in lieu of distributing cash, there may be conditions associated with Limited Partners’ election that renders an election for inkind distributions unavailable to certain Limited Partners. There can be no assurance that Limited Partners will be able to dispose of such securities or instruments or that the fair market value of such securities or instruments determined by a Fund for purposes of the determination of distributions and the calculation of the applicable General Partner’s carried interest ultimately will be realized. In addition, if a Fund receives distributions in-kind from any Portfolio Company, it may incur additional costs and risks in connection with the disposition of such assets, and such expenses upon the disposition of in-kind securities are allocated among the Partners in a manner the General Partner determines is fair and reasonable in accordance with the Governing Documents. At the time of such in-kind distributions, such portfolio investments may be experiencing periods of limited liquidity, price volatility, or a decline in market value and may have certain investment and transfer restrictions limiting marketability or be subject to similar restrictions on transferability under applicable law, rule or regulation (including, without limitation, pursuant to Rule 144 of the Securities Act). The ability of a Fund or its Limited Partners to liquidate positions in such assets is subject to these and other risks, and Limited Partners must be prepared to hold such assets for an extended period of time. The value of the securities distributed may increase or decrease before

such assets are sold, and such Limited Partner will incur transaction costs in connection with the sale of any such assets. In certain cases, some or all of the Partners in receipt of a distributed investment may determine to dispose of such investment within a short period of time, which could negatively impact the price of such investment. The price at which such securities may be sold may be different than the value of such securities used to determine the amount of carried interest accruing to the applicable General Partner with respect to such portfolio investment, which such value used to determine the amount of carried interest will be the value of the securities at the time they are distributed, as determined in accordance with the applicable Governing Documents. As such, if any securities received by the applicable General Partner in respect of its carried interest are ultimately sold by such General Partner for a loss or a gain in the future, such loss or gain will not affect the calculation of the General Partner’s carried interest for any purposes under the Governing Documents (e.g., giveback calculations). The risk of loss and delay in liquidating these assets will be borne by the Partner, with the result that such Partner may ultimately receive less cash than it would have received if it had received a distribution in cash. In addition, the direct holding of certain investments may subject the holder to lawsuits or taxes in jurisdictions in which such investments are located. Distributions in Kind – Carried Interest. As further described in the applicable Governing Documents, the applicable General Partner is permitted to elect to receive an in-kind distribution with respect to its carried interest, including on a non-pro rata basis vis-à-vis the Limited Partners (e.g., the General Partner is permitted to elect to receive it’s carried interest in-kind, even if Limited Partners will receive cash distributions). While the General Partner may change its election to receive in-kind distributions pursuant to the Governing Documents, it is generally expected that the General Partner will have visibility into the transaction that would be subject to the in-kind distribution, effectively providing the General Partner with an election on a deal-by-deal basis. In addition, it is expected that a Fund would dispose of the portion of the applicable portfolio investment allocable to the Partners who receive cash instead of an in-kind distribution, and Limited Partners generally will not have the ability to elect to receive a corresponding distribution in-kind in lieu of cash. The decision of the General Partner to receive such an in-kind distribution will result in the General Partner (or its direct or indirect owners) disposing of its respective interest in the applicable portfolio investment at a different time than the disposition by a Fund of the portion of such portfolio investment allocable to the Limited Partners, and otherwise taking actions with respect to such portfolio investment (including the exercise of voting or other rights in connection therewith) that are different than the actions taken by such Fund with respect to the portion of such portfolio investment allocable to applicable Limited Partners who receive cash distributions. Furthermore, while the ultimate beneficial owners of the General Partner are generally taxable for U.S. federal income tax purposes, certain Limited Partners (including, without limitation, taxexempt U.S. Limited Partners or non-U.S. Limited Partners) may not be subject to taxation (or subject to lower tax rates). The General Partner may be incentivized to elect to receive an in-kind distribution in lieu of cash in order to hold portfolio investments longer to ensure long-term capital gains treatment on its carried interest (or other proceeds distributable to the General Partner). The General Partner (or its direct or indirect owners) could ultimately receive a return on their share of a portfolio investment distributed to the General Partner in kind that is higher than the return achieved by the other Limited Partners with respect to their share of such investment and is higher than the amount it would have received had it taken its distribution in cash. In addition, conflicts of interest will arise in connection with any such election by the General Partner, as the valuation of such securities for such purposes will be determined by the General

Partner in accordance with the Governing Documents, and the General Partner is generally permitted to rely on such inputs and information as it deems appropriate in connection with determining such valuation. To the extent the General Partner elects to receive its carried interest in the form of a distribution in-kind, the value of the relevant securities for purposes of the Governing Documents, including the distribution and clawback provisions, will be the value of such securities as of the date they are distributed, generally a per-share (or other applicable unit) amount equal to the average per-share (or other applicable unit) amount of distributable cash received by a Fund from the related sale of such portfolio investment (each as set forth in the applicable Governing Documents), and any subsequent gain or loss realized by the General Partner in respect of such securities shall be solely for the account of the General Partner and any subsequent distributions and/or clawback determinations under the Governing Documents will not be affected by any such gain or loss after the time of distribution. In addition, to the extent the General Partner receives any carried interest in the form of securities distributed in kind, the General Partner will be permitted to dispose of such securities at such time as it may determine in its sole discretion, and any such disposition by the General Partner need not be at the same time, on the same terms or otherwise on a pari passu basis with any subsequent disposition by a Fund of securities in the corresponding portfolio investment; conflicts of interest will arise to the extent the General Partner is incentivized to dispose of any securities it holds in respect of its carried interest in lieu of, or in priority to, the disposition of any corresponding securities held by a Fund in order to maximize the value received by the General Partner with respect to such securities. The General Partner will not be required to notify or otherwise report to Limited Partners regarding the timing or value of any disposition of any securities held by the General Partner in respect of its carried interest. In addition, to the extent the General Partner seeks to dispose of any such securities alongside corresponding securities held by a Fund, the General Partner could dispose of its securities on a priority basis to securities otherwise disposed of by such Fund, which would ultimately reduce the securities sold by such Fund in such sale and proceeds realized by the Limited Partners. In particular, upon the IPO of a portfolio investment, the General Partner is permitted to choose to hold any securities distributed in-kind in respect of its carried interest until such time as the General Partner, in its sole discretion, chooses to sell such securities. To the extent Neos expects or desires to sell any securities received by a Fund in an IPO in any subsequent secondary or other sale, the General Partner will have discretion over whether to also seek to sell any securities in the underlying portfolio investment previously received by the Geneal Partner in respect of its carried interest, and the General Partner will have the ability to prioritize the sale of its own securities over the sale of securities held by such Fund, which could reduce the number of securities sold, and proceeds received, by such Fund. The General Partner is incentivized to hold its shares received as carried interest until such shares have reached what the General Partner believes to be their maximum potential value, and so the General Partner may also elect not to include any securities previously received by the General Partner alongside securities held by a Fund in any secondary or other sale of a portfolio investment post-IPO. Conflicts of interest will arise to the extent the General Partner is permitted to make the determination of whether to sell its securities at such time as it may deem advisable or advantageous in its sole discretion, and such sales could be separate from, alongside and/or in priority to any corresponding sales by a Fund, and the Limited Partners will not have any consent or other rights over such sales. Moreover, because the General Partner is not required to dispose of the securities received in respect of its carried interest at the same time, on the same terms or otherwise on a pari passu basis with any subsequent disposition by a Fund of securities in the corresponding portfolio investment, there

is risk associated with changes in the price of any such securities. For instance, should Neos cause a Fund to subsequently sell the securities it received in an IPO, while the General Partner chooses to retain the securities corresponding to such portfolio investment that it received in respect of its carried interest, any appreciation in the price of such securities will accrue only to benefit the General Partner. Similarly, should Neos cause a Fund to retain securities it received in an IPO, while the General Partner chooses to sell the securities corresponding to such portfolio investment that it received in respect of its carried interest, any decrease in the price of such securities retained will only negatively affect such Fund and its Limited Partners. In addition to the foregoing, a principal of Neos could receive carried interest distributions from the General Partner in the form of securities distributed in kind. A principal would be permitted to dispose of such securities at such time as he or she may determine in his or her sole discretion, and any such disposition by a principal need not be at the same time, on the same terms or otherwise on a pari passu basis with any subsequent disposition by the General Partner, or by a Fund, of securities in the corresponding portfolio investment. Because a principal is also a member of the General Partner, certain conflicts of interest exist. To the extent Neos expects or desires to sell any securities received by a Fund in an IPO in any subsequent secondary or other sale, a principal will have discretion over whether to also seek to sell any securities in the underlying portfolio investment previously received by such principal in respect of his or her carried interest (separately and independently from the determination made by the General Partner), and such principal, as a member of the General Partner, will have the ability to prioritize the sale of his or her own securities over the sale of securities held by a Fund, which could reduce the number of securities sold, and proceeds received, by a Fund. A principal is incentivized to hold his or her shares received as carried interest until such shares have reached what such principal believes to be their maximum potential value, and so such principal may also elect not to include any securities previously received by such principal alongside securities held by a Fund (or by the General Partner) in any secondary or other sale of a portfolio investment post-IPO. Conflicts of interest will arise to the extent a principal is permitted to make the determination of whether to sell his or her securities at such time as he or she may deem advisable or advantageous in his sole discretion, and such sales could be separate from, alongside and/or in priority to any corresponding sales by a Fund (or by the General Partner), and the Limited Partners will not have any consent or other rights over such sales. Moreover, because a principal is not required to dispose of the securities received in respect of his or her carried interest at the same time, on the same terms or otherwise on a pari passu basis with any subsequent disposition by a Fund of securities in the corresponding portfolio investment, there is risk associated with changes in the price of any such securities. For instance, should Neos cause a Fund to subsequently sell the securities it received in an IPO, while a principal chooses to retain the securities corresponding to such portfolio investment that he or she received in respect of his or her carried interest, any appreciation in the price of such securities will accrue only to benefit such principal. Similarly, should Neos cause a Fund to retain securities it received in an IPO, while a principal chooses to sell the securities corresponding to such portfolio investment that he or she received in respect of his or her carried interest, any decrease in the price of such securities retained will only negatively affect such Fund and its Limited Partners. In addition to a principal, certain other Neos professionals, as determined by Neos from time to time in its sole discretion, may also receive carried interest distributions from the General Partner in the form of securities distributed in kind. In such event, the same conflicts of interest will arise with

respect to such other Neos professionals as detailed above in respect of such principal. Industry Conferences, Summits and other Meetings. Neos intends to participate in multiple meetings, training programs, roundtables, summits, conferences and/or other events that relate to Neos’, a Fund’s and other Accounts’ and/or their respective Portfolio Companies’ operations and activities (collectively, “Industry Events”). Neos’ participation in Industry Events could include attending, sponsoring and/or hosting any such Industry Events, and Neos is permitted, in its sole discretion, to invite Neos personnel, Industry Advisors, Service Providers, investors and/or portfolio company management to attend or otherwise participate in any such Industry Events. Numerous costs will be incurred in connection with Neos’ attendance of, participation in and/or sponsorship of any Industry Events, including (but not limited to), any costs associated with venue, set-up, room and board, travel, dining, entertainment, gifts and mementos, honorarium, events or speakers, costs and expenses of preparing, printing and providing reports and notices to invitees of any such Industry Events, any information technology or other platforms used to facilitate any such Industry Events and other meeting or conference-related costs or other costs relating to such Industry Events, and Neos generally expects that a Fund will bear such costs and expenses, subject to any reimbursement of any such costs or expenses from Neos, other Accounts or such Fund’s or such other Accounts’ respective Portfolio Companies, as applicable, and in each case, regardless of whether all of the individuals attending or otherwise participating in such meetings are Limited Partners, including any Industry Advisors who may also be Limited Partners. Any costs and expenses borne by a Fund relating to any Industry Events, including any reimbursements of such costs and expenses to Neos, Industry Advisors or other attendees to any such Industry Events, will not offset or otherwise reduce the Management Fee or carried interest borne by such Fund or the investors. Service Providers, Industry Advisors. Subject to the terms and conditions of the Funds’ Governing Documents, the Funds and their Portfolio Companies are permitted to utilize and otherwise engage in transactions with, and could invest in entities that utilize and otherwise engage in transactions with Industry Advisors, advisors and Service Providers (including, without limitation, accountants, administrators, lenders, bankers, brokers, attorneys, consultants (including consultants whom Neos may hire to provide consulting services exclusively to Neos), investment or commercial banking firms, developers or property managers and other similar advisors and agents) (each, a “Service Provider”) that are acquired and owned by (or otherwise affiliated with), or have a relationship with, the Funds, other Neos Accounts or Neos. If any such opportunities exist, Neos could have an incentive to utilize affiliated Service Providers or Industry Advisors. There can be no guarantee that such Service Providers or Industry Advisors will have a positive impact on the Funds or their investments, or that they will produce results better than those that could have been achieved by unaffiliated Service Providers or Service Providers that are not Industry Advisors. Any such affiliated Service Providers or Industry Advisors will be subject to significant conflicts of interest, and could take actions that are adverse to the Funds’ interests. While Neos will seek to manage such potential conflicts of interest in good faith and select a Service Provider and/or Industry Advisor with a view to directly or indirectly reduce costs to the Funds, other Neos Accounts and/or their Portfolio Companies and/or improve the performance or efficiency of the Funds, other Neos Accounts and/or their Portfolio Companies, other Service Providers and/or Industry Advisors could ultimately prove to be more qualified to provide the applicable services or could provide such services at a lesser cost. A number of factors, including the particular relationship with a Service Provider and/or Industry Advisor and the nature of its services (which could be specialized or customized to meet the needs of Neos and the Funds and their Portfolio Companies

in ways that other providers may not offer), will result in such Service Provider’s and/or Industry Advisor’s fees, costs and expenses not being comparable to those charged for such services by other third parties and, consequently, there could be limited or no cost savings from the retention of such Service Provider or Industry Advisor. Service Provider and Industry Advisor fees, costs and expenses will be borne by the Funds and other Neos Accounts, either directly or indirectly (such as in cases where a portfolio company of the Funds and/or other Neos Accounts receives and bears the costs of such services) and will reduce the actual returns to Limited Partners. For the avoidance of doubt, any fees received by a Service Provider, including Industry Advisors, or their personnel generally will not offset the Management Fee. Neos retains its discretion to select the Service Provider and Industry Advisor for any services to be provided to the Funds after weighing all factors that Neos deems relevant, including price, quality of service and the ability of a Service Provider and Industry Advisor to meet Neos’ specific requirements, and Neos will not have an obligation to evaluate alternative providers, to undertake a minimum amount of benchmarking, or to compare pricing for such Service Provider’s or Industry Advisor’s services. If Neos does choose, in its discretion, to undertake any benchmarking with respect to the services offered by a Service Provider or Industry Advisor, there is no assurance that any such benchmarking will be accurate, comparable or relate specifically to the services, assets, geographies or comparable markets to which the Service Provider’s or Industry Advisor’s services, rates or terms relate. Neos will not be required to obtain consent or approval of any person to retain the services of a Service Provider or Industry Advisor, including any consent of a majority in interest (or any other percentage) of the Limited Partners or of the Advisory Committee. By investing in the Funds, Limited Partners will be deemed to have agreed that Neos can select in its discretion, at the Funds’ expense, a Service Provider (including any Industry Advisor, any affiliated Service Provider or Service Provider that bears indicia of affiliation) to provide services at any differential rates or arrangements, as determined by Neos. The fees, costs and expenses charged by Service Providers and Industry Advisors could vary as between Neos, the Funds and other Neos Accounts, accounts and Portfolio Companies, with certain of the foregoing receiving such services at a lesser or greater cost, as applicable. There can be no assurance the costs of Service Providers and Industry Advisors borne by the Funds will always be equivalent or comparable to the costs borne by Neos, other Neos Accounts and accounts or their respective Portfolio Companies. Cross Trades. When permitted by applicable law and subject to and in accordance with the terms of the Funds’ Governing Documents, a General Partner is permitted to (but is under no obligation to) cause the relevant Fund to acquire or dispose of investments in cross trades between such Fund and other Funds or clients advised by Neos or an affiliate thereof. There may be potential conflicts of interest or regulatory issues relating to these transactions, which could limit a General Partner’s decision to engage in these transactions for the applicable Fund. In connection with a cross trade, the relevant General Partner and its affiliates may have a potentially conflicting division of loyalties and responsibilities regarding such Fund and the other parties to trade and have developed policies and procedures in relation to such transactions and conflicts. However, there can be no assurance that such transactions will be effected, or that such transactions will be effected in the manner that is most favorable to the applicable Fund as a party to any such transaction. Principal Transactions. In connection with Neos’ management of the Funds, Neos and its affiliates may engage in principal transactions. Although Neos does not anticipate entering into principal transactions, Neos has established certain policies and procedures to comply with the

requirements of the Advisers Act as they relate to principal transactions, including (i) obtaining any required approvals, including that of the applicable Fund’s Advisory Committee (as required) and (ii) making any disclosures to the applicable Fund(s) required by Section 206 of the Advisers Act. Any such cross trade or principal transaction creates conflicts of interest because, by not exposing such buy-and-sell transactions to market forces, a Fund may not receive the best price otherwise possible, or Neos might have an incentive to improve the performance of one Fund or other Neosmanaged vehicle by selling underperforming assets to another Fund or Neos-managed vehicle in order, for example, to earn fees. Additionally, in connection with such transactions, Neos and/or Neos personnel may have significant investments, or intentions to invest, in the Fund and/or other Neos vehicle that is selling and/or purchasing such an investment, or otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Moreover, while any purchase or sale arrangements between a Fund and other Funds and/or other Neos-managed vehicles could allow such Fund to acquire assets it would otherwise be unable to acquire or could allow such Fund to reduce its exposure to certain assets while continuing to be able to participate in additional transactions in the future, there is a risk that the value of the assets in the transaction could drop, with the result that such Fund will have a greater exposure to the asset than it would otherwise desire. There is also the risk of undervaluing or overvaluing an asset, with the potential that a Fund could pay too much for an asset it purchases or receive too little for an asset it sells. If an asset is undervalued or overvalued, the other Fund and/or Neos-managed vehicle or vehicles that are party to the transaction could benefit at the expense of such Fund or vice versa. Standard of Care; Exculpation and Indemnification. Certain exculpation and indemnification provisions contained in the Funds’ Governing Documents will limit the rights of action otherwise available to Limited Partners and other parties against persons identified under the Funds’ Governing Documents. In addition, each Fund will be obligated to indemnify such persons under such Fund’s Governing Documents in respect of the operations of such Fund, subject to certain limited exceptions set forth in such Funds’ Governing Documents. Certain investors may, for regulatory or policy reasons, not be permitted to fund indemnification obligations, or their ability to fund such obligations will be restricted. In those cases, a Fund may be required to satisfy any shortfall with respect to indemnification obligations even if such obligations are the direct result of a breach of representation, warranty or covenant to any such restricted investor. Notwithstanding anything to the contrary contained herein or in the Funds’ Governing Documents, nothing contained herein or in the Funds’ Governing Documents shall restrict, amend, eliminate or waive any fiduciary duty of Neos under (a) the Advisers Act, as amended or (b) any other applicable federal or state law to the extent that such restriction, amendment, elimination or waiver would be in violation of such other federal or U.S. state law. SEC Whistleblower Protections. Notwithstanding anything contained herein or in the Funds’ Governing Documents, and consistent with applicable law, nothing in herein or in the Funds’ Governing Documents will prevent a Limited Partner from: (i) making a report of possible violations of applicable law to any governmental agency or entity; or (ii) making disclosures that are protected under the whistleblower provisions of applicable law, in each case without prior notice to Neos or the applicable General Partner. Further, an individual (including a Limited Partner) shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or

investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

A copy of Neos’ code of ethics is available to any client or prospective client upon request. Neos, its employees, and its affiliated persons may come into possession of material non-public or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Neos and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of Neos. Accordingly, should Neos or any of its affiliated persons come into possession of material nonpublic or other confidential information with respect to a public or non-public company, Neos would be prohibited from communicating such information to clients, and Neos will have no responsibility

or liability for failing to disclose such information to clients as a result of following their policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Neos, its employees, or its affiliates serving as directors of public companies and may restrict trading on behalf of clients, including a Fund. Certain employees and affiliates of Neos invest in and alongside the Funds through the General Partner. Investment in the Funds involves significant risks and there can be no assurance that the Funds’ investment objectives will be achieved. Potential and actual conflicts of interest may occur involving the General Partner, its affiliates, its other clients and their Portfolio Companies, on the one hand, and the Funds’ and its Portfolio Companies, on the other hand. These and other conflicts of interest are discussed in each Fund’s Governing Documents, which should be reviewed carefully. Partners and personnel of Neos may directly or indirectly own an interest in one or more Funds, including certain co-investment vehicles. To the extent that co-investment vehicles exist, such vehicles typically invest in one or more of the same companies as the Funds. However, coinvestments could present conflicts of interest if not properly structured and monitored. As such, the code of ethics seeks to establish monitoring of co-investments and personal trading by the Advisers’ partners and employees. The Adviser is permitted to allocate any co-investment opportunities among interested parties in its sole discretion, on the basis of such factors as it determines appropriate based on the relevant facts and circumstances, which include, but are not limited to: stated desire to participate in co-investments, the ability of an investor to commit to invest and execute on such investment in a time period acceptable, the economic terms on which a Limited Partner may agree to participate, whether an investor provides strategic value in respect of such investment, the size of an investor’s commitment to the Funds, whether and to what extent an investor has accepted prior co-investment opportunities, or any other legal, regulatory or tax considerations. Under certain circumstances, an employee might invest in a security that is not considered suitable for client accounts because of size, liquidity, or other factors. A change in these factors could result in the security becoming more suitable for clients, but the Adviser may not allow the security to be purchased for client accounts in order to avoid even the appearance of employees trading ahead of clients. In Neos’ experience, it is rare for an employee’s personal trading to limit clients’ investment opportunities, but such a situation may arise from time to time. In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant and the resolution of such conflicts will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Fund with respect to the immediate issue or with respect to its longer-term objectives. It is Neos’ policy to allocate investment opportunities across Funds in accordance with the procedures outlined in the respective Funds’ Governing Documents. Decisions as to the allocation of investment opportunities present numerous conflicts of interest which may not be resolved in a manner that is favorable to the Funds’ interests. Similar conflicts of interest will apply in connection with the disposition of an investment held by the Funds and one or more other funds or coinvestments.

Factors used in determining “best execution” include, among other things, the Adviser’s knowledge of negotiated commission rates and spreads, the nature of the security or instrument being traded, the size and type of the transaction, the nature and character of the markets for the security or instrument to be purchased or sold, the desired timing of the trade, market activity for the particular security or instrument, confidentiality, the execution, clearance, and settlement capabilities, as well as the reputation and perceived soundness of the broker selected and other brokers considered, the Adviser’s knowledge of actual or apparent operational problems of any broker, the broker or dealer’s execution services rendered on a continuing basis and in other transactions, and the reasonableness of spreads or commissions. The Adviser does not utilize soft dollar arrangements (that is, arrangements under which research and certain other services are acquired in connection with brokerage arrangements). The Funds may invest in the same Portfolio Companies from time to time. To the extent that more than one Fund transacts in securities related to the same Portfolio Company, the purchase or sale of the securities may or may not be aggregated for various Funds as the Adviser deems appropriate in accordance with Governing Documents.

federal income tax as promptly as practicable after the end of the fiscal year, and periodic reports providing information on the status of each Portfolio Company investment.

The Adviser may provide certain business or other services to Portfolio Companies and may receive compensation from these companies in connection with such services. As described in the relevant Governing Documents, this compensation in many cases will offset a portion of the Management Fees paid by such Fund. However, in other cases (e.g., reimbursements for out-of-pocket expenses directly related to a Portfolio Company), these fees may be in addition to Management Fees. As described in Item 5, Neos entities may be retained from time to time to provide services to Portfolio Companies or their related entities in exchange for fees and other compensation at rates determined by the General Partner (subject to the fee income offset provisions described in the Governing Documents). Neos may provide any such services through Neos entities or through other entities in which Neos holds or acquires an interest.

A copy of the Adviser’s written proxy voting policies and procedures, as well as a record of how the Adviser has voted, will be maintained and available for review by clients upon written request

to the Chief Compliance Officer.