Pinegrove Venture Partners, LLC: investment adviser

(formerly known as SCHF (M) PV, L.P.) (together with its affiliates, “HRTG Partners” (formerly known as Sequoia Heritage), and together with Brookfield, the “Sponsors”) indirectly hold a controlling interest in PVP HoldCo, LLC and therefore indirectly control Pinegrove as well as the General Partners (as defined below). Brookfield Sierra Holdco LLC is an indirect subsidiary of Brookfield Corporation and Brookfield Asset Management Ltd., each of which is publicly traded. Prior to Pinegrove’s formation and assumption of the role of investment adviser to the Funds in 2023, the Funds were managed by SVB Financial Group through its SVB Capital division, which was founded in 1999 and affiliated with Silicon Valley Bank. On September 26, 2024, the Sponsors acquired control over PVP HoldCo, LLC. After the change in control, the advisory business began operating under the names “Pinegrove Venture Partners” and “Pinegrove.” Effective April 7, 2025, SVB Capital Management, LLC formally amended its legal name to Pinegrove Venture Partners, LLC. On December 31, 2025, the Sponsors acquired full ownership of the Parent Company. Members of senior management of Pinegrove no longer own an equity interest in the Parent Company but will continue to participate in the success of the firm through profit sharing arrangements. 2. Advisory Services Pinegrove provides advisory services to private investment funds, including pooled investment vehicles, co-investment vehicles, and single-investor vehicles (collectively, the “Funds”). The Funds rely on exemptions from registration under the Investment Company Act of 1940 and the Securities Act of 1933. Pinegrove’s advisory services include identifying and evaluating investment opportunities, conducting due diligence, structuring, and negotiating investment terms, managing, and monitoring portfolio investments, and executing dispositions. Pinegrove Venture Partners, LLC manages multiple investment strategies, as described below. Certain affiliated entities under common ownership sponsor or advise other investment vehicles with related or complementary strategies. These relationships are described further below and in Item 10 – Other Financial Industry Activities and Affiliations.

3. Investment Strategies This section describes the investment strategies offered by Pinegrove Venture Partners, LLC. Pinegrove Strategic Partners Pinegrove Strategic Partners encompasses the Fund-of-Funds investment strategy and CoInvestments investment strategy. Fund-of-Funds Investment Strategy Pinegrove forms and advises Funds that invest in other private investment funds across a diversified range of managers, sectors, and strategies. These vehicles seek to provide investors with broad exposure to private markets through a fund-of-funds structure. Co-Investments Investment Strategy Pinegrove facilitates co-investments alongside other Pinegrove-advised Funds into portfolio companies. Pinegrove Credit Partners Pinegrove advises credit funds (the “Credit Funds”) that provide loans and other debt investments to operating companies and private funds. This investment strategy focuses on direct lending and structured credit transactions. In certain circumstances, a portfolio company or issuer may be suitable for investment by more than one Fund (whether in the same strategy or across the equity and credit strategies). Pinegrove’s allocation policies are designed to allocate investment opportunities over time in a manner it believes is fair and equitable, considering factors such as investment mandate, strategy, available capital, risk profile, and other considerations it deems relevant. Pinegrove seeks to address such conflicts through its allocation policies and other compliance procedures. See Item 10 for additional information. 4. Affiliated Advisory Strategy Pinegrove Adviser LLC and its relying adviser Pinegrove Opportunity Partners LLC (together, “Pinegrove Adviser”) serve as the registered investment advisers to the Pinegrove Secondaries strategy. The Secondaries strategy offers investors opportunities to acquire interests in existing private investment funds and portfolio company securities in secondary transactions. Pinegrove Adviser and Pinegrove Venture Partners, LLC are under common control by the Sponsors and are therefore affiliates. This brochure describes the advisory activities of Pinegrove Venture Partners, LLC only. Investors seeking additional information about Pinegrove Adviser should refer to its separate Form ADV brochure. Because the Strategic, Credit, and Secondaries strategies may pursue investments in overlapping asset classes, issuers, or transactions, and may share certain personnel, resources, or infrastructure, potential conflicts of interest may arise, including with respect to investment allocation, information sharing, and branding or marketing activities. Pinegrove has adopted policies and procedures designed to manage these conflicts in a manner it believes is fair and equitable to its clients.

Additional information regarding these affiliations and related conflicts is provided in Item 10 – Other Financial Industry Activities and Affiliations. 5. The Funds and General Partner Structure Each Fund has an entity designated as its general partner (each, a “General Partner”). The General Partners are affiliated entities that operate as part of Pinegrove’s single advisory business. This brochure outlines the business practices of the General Partners as they pertain to Pinegrove’s advisory activities. For a more detailed discussion of Pinegrove’s investment activities, refer to Item 8 below. Pinegrove advises the Funds in accordance with the terms of the applicable Fund’s governing documents (the “Governing Documents”), investment management agreements, and other similar instruments. All terms applicable to a Fund are established at or around the time of the formation of such Fund and are only terminable as set forth in such Fund’s Governing Documents. Pinegrove may pursue investment strategies not specifically described herein, provided such activities are consistent with the applicable Fund’s disclosed investment objectives and governing documents. There can be no assurance that the Funds’ objectives will be achieved, and investment results may vary substantially. Investors in the Funds participate in the overall investment program for the applicable Fund(s). General Partners from time to time enter into Side Letters or similar agreements with certain Investors that establish different or preferential rights or terms, including but not limited to different management fees and carried interest percentages, co-investment rights, reporting obligations, rights required due to legal, regulatory, or tax circumstances, and transfer rights. Such rights and terms alter or supplement the Governing Documents with respect to those Investors. Pinegrove maintains written allocation policies and procedures designed to allocate investment opportunities among the Funds in a manner that it believes is fair and equitable over time, consistent with each Fund’s investment mandate, strategy, available capital, risk profile, and other relevant factors. Where Pinegrove determines that a proposed allocation deviates from its standard allocation methodology, the matter may be reviewed by the applicable Investment/Allocation Committee. Such review considers, among other things, potential conflicts of interest, the best interests of the relevant Funds, and consistency with fiduciary obligations and applicable Governing Documents. In certain circumstances, Pinegrove may permit supervised persons, affiliates, or unaffiliated third parties to participate in investment opportunities alongside a Fund, including where a Fund elects not to participate in an investment or where an investment opportunity exceeds a Fund’s desired exposure. Any such participation is subject to review by Pinegrove’s Chief Compliance Officer or designee to evaluate potential conflicts of interest and confirm alignment with Pinegrove’s fiduciary duties and disclosures. Where Pinegrove determines that an allocation decision presents a material conflict of interest, Pinegrove may, to the extent required or appropriate under the applicable Governing Documents, disclose such matter to, or seek consent from, the applicable advisory committee.

6. Wrap Fee Programs Pinegrove does not sponsor or participate in any wrap fee programs. 7. Regulatory Assets Under Management As of December 31, 2025, Pinegrove managed approximately $13,717,473,648 in regulatory assets under management on a discretionary basis.

8. Additional Disclosure All discussions of the Funds in this brochure, including but not limited to their investments, the strategies used in managing the Funds, the fees and other costs associated with an investment in the Funds, and other terms, are qualified in their entirety by reference to each Fund’s respective Governing Documents. Pinegrove provides investment advice directly to the Funds and not individually to the limited partners (each, a “Limited Partner” or “Investor”) in the Funds.

All Investors and prospective Investors in a Fund should review the Governing Documents of each Fund in which they have invested or intend to invest in conjunction with this brochure for complete information on the fees and compensation payable with respect to a particular Fund. The precise amount and calculation of fees are set forth in the applicable Fund’s Governing Documents received by each investor prior to investment in such Fund. Fees are established pursuant to and as set forth in each Fund’s Governing Documents. Pinegrove may waive, reduce, or modify fees in accordance with the applicable Governing Documents, including pursuant to Side Letter or similar arrangements. Management Fees are paid directly from the applicable Fund’s assets. With respect to new Funds launched by Pinegrove under the Sponsors’ indirect ownership (the “New Funds”), Pinegrove has offered preferential or no fees to the Sponsors and to certain Investors with larger and/or earlier capital commitments. Please refer to Item 10 for further details on the potential conflicts that may arise from the arrangements with the Sponsors. Management Fees and Carried Interest The Adviser receives a management fee (the “Management Fee”) from each Fund as set forth in each Fund’s Governing Documents. The Management Fee is typically based on a percentage of committed capital or actively invested capital. Management Fees are typically charged quarterly in advance and are prorated for any period that is less than a full three-month period. In the event an advisory relationship is terminated during a billing period, any prepaid Management Fee attributable to the period following termination will be refunded or credited in accordance with the applicable Fund’s Governing Documents. Pinegrove has offered the Sponsors and certain Investors who make larger and/or earlier capital commitments preferential or no Management Fees. A portion of each Fund’s net investment profit is generally allocated to the General Partner or its affiliates as “Carried Interest.” Pinegrove typically structures this performance-based compensation with respect to each Fund as profit-sharing allocation through general partner interests that the applicable General Partner holds in such Fund. Sometimes our performancebased compensation is subject to a preferred return requirement. In these cases, the General Partner or its affiliates receive a performance profit allocation when cumulative distributions to a Limited Partner are sufficient to provide such Limited Partner with a specified return (i.e., a hurdle). Generally, any affiliate of Pinegrove or eligible employee, officer, advisor, consultant, advisory board member, operating partner and similar person in respect of Pinegrove, a Fund or any of their respective affiliates (collectively, “Affiliated Partners”) who invests their own capital in the applicable Fund will not bear or pay any Carried Interest. Similarly, with respect to the New Funds, Pinegrove has offered the Sponsors preferential or no Carried Interest rates, and certain Investors who make larger and/or earlier capital commitments preferential Carried Interest rates. For the avoidance of doubt, the Sponsors shall not be considered “Affiliated Partners.”

Typically, the capital contributions of the General Partner and Affiliated Partners, when combined, will represent only a small portion of the Fund’s overall capital. As a result, Limited Partners will typically invest greater amounts and may receive a proportionately smaller amount of the profits of the Fund than the General Partner. The General Partner’s Carried Interest in the Fund may create an incentive for the General Partner to make riskier investments than it would make if it were investing exclusively its own funds. Similarly, the Pinegrove investment professionals making investment decisions on behalf of the Funds will typically be entitled to Carried Interest that may create an incentive for such investment professionals to make riskier investments on behalf of the Fund than they would make if investing exclusively their own funds. Pinegrove and its affiliates may receive director’s fees (including options or stock), transaction fees, break-up fees, advisory fees, monitoring fees and other similar fees from portfolio companies or portfolio funds (or their respective affiliates) in connection with the consummation, holding or disposition of a Fund’s investments or the termination of an unconsummated investment proposed to be made by a Fund. Such fees net of any unreimbursed expenses generally reduces the Management Fee of the applicable Fund on a dollar-for-dollar basis as set forth in the applicable Governing Documents. Conflicts may arise in connection with the payment of such fees. Neither Pinegrove nor any of Pinegrove’s supervised persons accepts compensation for the sale of securities or other investment products. Other Fees and Expenses All clients bear various costs, fees, and expenses in addition to the compensation payable to Pinegrove. All Investors and prospective Investors should review the Governing Documents for each applicable Fund, which discuss the expenses borne by that Fund. Some of the costs, fees, and expenses our Funds typically incur may include, but are not limited to:

Audit fees; Brokerage commissions and other transaction costs; Clearing and settlement charges; Custodial fees; Interest expense; Foreign exchange and hedging related fees and expenses; Loan servicing fees; Debt issuance costs; Credit facility fees; Consulting, legal, accounting, and other professional and consulting fees relating to investments, including fees incurred in connection with due diligence and negotiating terms; Research-related costs; Travel expenses and entertainment expenses, which must be related to the identification, evaluation, negotiation, monitoring, or disposition of investments or to investor-related activities of the Fund;

Legal expenses, including those related to investments and fund governance, such as expenses of revising Governing Documents; Systems and technology costs; Market data and risk management expenses; External valuation expenses; Administrative expenses, including those related to services performed by each Fund’s administrator; Costs of liability insurance; Tax preparation and compliance fees and taxes, registration fees, and other government charges; Expenses related to Limited Partner meetings, including the advisory committee meetings; Litigation or investigation costs related to investment activities (including costs of any judgment or settlement amounts); Fundraising and organizational costs; Expenses of dissolving, liquidating, or terminating a Fund; Any other fees and expenses approved by a Fund’s advisory committee; and Regulatory costs.

In addition: • Any Fund that conducts most or all its investment activities through a master fund bears its share of the expenses incurred by the applicable master fund. See Item 10 for further information. • Co-investment vehicles established in connection with Fund investments may bear expenses related to their organization, administration, and investment activities. Where Pinegrove incurs expenses on behalf of such vehicles, such expenses may be reimbursed by the applicable vehicle. • In certain circumstances, portfolio companies may reimburse Pinegrove for expenses incurred in connection with evaluating, structuring, monitoring, or exiting investments. Such reimbursable expenses may include legal, accounting, consulting, travel, diligence, and transaction-related costs. To the extent Pinegrove receives transaction fees, monitoring fees, break-up fees, director fees, or other similar compensation from portfolio companies or related entities, such amounts will be treated in accordance with the applicable Fund’s Governing Documents. In most cases, such amounts (net of unreimbursed expenses) will reduce the Management Fee otherwise payable by the applicable Fund, unless otherwise disclosed in the Governing Documents. The list we have enumerated above does not necessarily contemplate every type of fee or expense our Funds may incur. See Item 10 for additional details regarding fees and expenses that may be borne by Funds. If Pinegrove determines that expenses were incurred for the benefit of more than one Fund, coinvestment vehicle or affiliated entity, Pinegrove seeks to allocate the expense in a manner that we determine is fair and equitable, based on its good faith determination of relative benefit received. Please refer to the applicable Fund’s Governing Documents for additional information. See Item 10 for additional detail regarding Pinegrove’s methodologies for allocating shared expenses among

Funds. Expense Allocation Methodology for Mature Funds From time to time, Pinegrove may modify the methodology used to allocate certain administrative, operational, or compliance-related expenses among the Funds in order to reflect changes in the scale, activity level, or remaining asset base of particular Funds. In certain circumstances, Pinegrove may determine that it is appropriate to allocate certain expenses to Funds that continue to maintain a meaningful level of assets while excluding Funds that have largely completed their investment programs and maintain only a small residual asset base. For example, Pinegrove may determine not to allocate certain expenses to legacy Funds whose net asset value has declined to a level that Pinegrove believes would cause such expenses to have a disproportionate impact on the remaining investors in those Funds. As part of this approach, Pinegrove may apply objective criteria—such as a Fund’s net asset value relative to total investor commitments—to determine whether a Fund should bear certain expenses. Funds that have a net asset value below a threshold determined by Pinegrove (for example, where net asset value represents less than a specified percentage of total commitments) may be excluded from certain categories of newly allocated expenses. This practice creates a potential conflict of interest because Pinegrove determines which Funds bear particular expenses. Any such determinations will be made by Pinegrove in good faith and in a manner it believes to be fair and reasonable to investors, considering the age of the Fund, the remaining level of investment activity, administrative practicality, and the relative impact of such expenses on the Fund’s remaining assets.

Pinegrove, as an investment adviser, addresses such conflicts pursuant to its compliance manual and its written allocation policy, which are designed to allocate investment opportunities over time in a manner Pinegrove believes is fair and equitable under the circumstances. Side-by-Side Management Subject to the terms of each Fund’s applicable Governing Documents, Pinegrove may commence the operation of a successor Fund with overall objectives substantially like those of a predecessor Fund. If a successor Fund and a predecessor Fund have overlapping investment periods or investment mandates, Pinegrove will allocate investment opportunities between such Funds in accordance with its investment allocation policies and procedures. From time to time, Pinegrove may provide concurrent advisory services to clients that are not charged a performance-based fee or allocation by Pinegrove or its related persons and clients that are charged a performance-based fee or allocation by Pinegrove or its related persons (and, in certain circumstances where a performance-based fee is charged, the performance-based fee that is charged may differ across clients). As a result, the potential for Pinegrove and/or its related persons to receive greater fees or allocations from performance-based accounts creates a conflict of interest with respect to the allocation of investment opportunities, as Pinegrove may have an incentive to direct the best investment ideas to, or to allocate investments in favor of, accounts that pay a performance fee or allocation (or the highest performance-based fee). Allocation decisions are made in accordance with Pinegrove’s written allocation policies, which consider factors such as investment mandate, strategy, available capital, and other relevant considerations.

Accordingly, Interests are offered and sold only to investors who meet applicable eligibility requirements under such laws, including “accredited investors,” “qualified purchasers,” “knowledgeable employees,” and certain non-U.S. persons. Minimum investment amounts, if applicable, are set forth in the relevant Governing Documents. Pinegrove may accept subscriptions for lesser amounts in accordance with such Governing Documents. This brochure is not an offer to sell or a solicitation of an offer to invest in any Fund.

and internationally, in accordance with the investment strategies and objectives outlined in the applicable Fund’s Governing Documents. Our recommendations primarily include: (i) equity investments in other private investment funds focused on a diversified set of strategies (“Fund of Fund Investments”) (ii) equity investments, or co-investments, in private operating companies (“Co-Investments”) and (iii) loans to, and other debt investments in, operating companies and private funds (“Credit Investments”). Pinegrove may recommend Fund of Fund Investments, Co-Investments, and Credit Investments (collectively, “Investments”) across a broad range of sectors, stages, geographies, and manager types in line with the Governing Documents of each respective Fund. Pinegrove’s investment objective is to recommend investments for each Fund in alignment with the investment objectives set forth in such Fund’s Governing Documents. We seek to focus on these investment objectives at each stage of our investment recommendation and monitoring process, particularly as it relates to sourcing, performing due diligence, structuring, negotiating, executing, and monitoring a Fund’s Investments. Pinegrove’s investment advisory services consist of identifying and evaluating investment opportunities, due diligence, structuring, negotiating the terms of investments, managing and monitoring investments, and disposing of such investments. In addition to individuals associated with Pinegrove, Pinegrove may utilize personnel and resources of the Sponsors, Pinegrove’s affiliates, or their related operating businesses and portfolio companies to assist with matters related to the services that Pinegrove provides, which includes, but is not limited to, the analysis of prospective or existing investments and the development and execution of Pinegrove’s investment strategy. However, for the avoidance of doubt, the Sponsors or such affiliates of Pinegrove are not responsible, directly, or indirectly, for making, monitoring, or disposing of the Funds’ investments. Pinegrove Fund Families Pinegrove’s investment strategies are classified within the following fund families. Limited Partners should refer to each Fund’s offering materials and Governing Documents for a more detailed description of each strategy.

Fund of Funds The general strategy of the Fund of Funds is to realize long-term appreciation primarily from investments in underlying venture capital funds (the “Underlying Funds”). This strategy may invest in both established and emerging funds and will consider a range of relevant factors when making allocations. Pinegrove may also make direct equity co-investments into portfolio companies in Pinegrove’s capacity as investor in the Underlying Funds. Pinegrove aims to build venture allocations that are appropriately diversified across sector, stage and geography based on the parameters laid out in the Fund’s Governing Documents.

With respect to Fund of Fund Investments, we seek to select several private investment partnerships that we believe have the potential to generate attractive risk-adjusted investment returns relative to their peers. o Our evaluation of Fund of Fund Investments considers several factors, such as the investment track record of the portfolio managers and/or Fund of Fund Investment, the merits and historical discipline of the investment strategy, organizational sustainability, opportunity for co-investment and other economic and legal considerations. Due diligence may involve, but is not limited to, quantitative analysis of the investment track record of a firm’s previous and current investments, meetings and phone calls with the Fund of Fund Investment management team, discussions with management of past and current portfolio company investments and customary legal diligence. o In addition to relying on publicly reported information, we analyze the offering and due diligence materials for each Fund of Fund Investment. We analyze the backgrounds of important investment professionals, often through discussions with other investment professionals, portfolio company executives, co-investors, and other relevant industry contacts.

Co-Investment Funds Pinegrove’s Co-Investments investment strategy aims to lead and price second-institutional rounds by leveraging the Pinegrove network to source, proactively engage, finance, and add value to leading founders and entrepreneurs. The Co-Investments investment strategy focuses on finding Investments with capital-efficient business models and seek to build a concentrated portfolio of core investments, complemented by several earlier stage positions in core sectors of conviction.

With respect to Co-Investments, we select private operating companies where we believe there is an opportunity to generate returns for our investors consistent with the offering materials and Governing Documents of the applicable Fund, whether through the strategic and operating value-add of the broader Pinegrove network or otherwise. o Our evaluation of Co-Investments may include, depending on the specific circumstances, analysis of historical financial statements and future projections of

the underlying business; meetings with management; visits to key company locations; discussions with key customers, suppliers, and competitors; background checks and reference checks of senior management; legal, accounting and related due diligence; and the investigation of other important risks associated with each potential investment. In addition to company-specific considerations, we may evaluate the underlying industry, including major growth trends, current market dynamics, potential for new competitive entrants and substitutes, and the impact of potential future socio-economic, market and political trends. Credit Funds The Credit Funds – both levered and unlevered – seek to invest in diversified portfolios of debt and debt-like investments (which may be accompanied by warrants to purchase equity and other related equity investments) that are primarily in growth companies focused on technology, life sciences, and healthcare. They aim to generate (i) current income through interest income and fees and (ii) capital appreciation through accompanying warrants to purchase equity and other related equity investments. The Credit Funds seek to drive returns through cash yields, fees, equity stakes (typically taken through warrants or rights to invest), and, for levered Credit Funds, varying amounts of leverage. The Credit Funds typically seek to manage risk through asset selection, certain structural protections (which may include a senior position in the capital structure, liens on assets, amortization, and covenants) and strong backing from the borrower’s venture capital investors and/or private equity sponsor. This strategy’s distinct industry focus in the technology, life science and healthcare sectors differ from broad middle market lending or collateralized loan obligation debt. The Credit Funds’ portfolio of debt investments primarily includes first lien and second lien senior secured debt and unitranche loans (including first-out and last-out structures). Credit Funds may also invest in secured convertible debt and other debt and debt-like instruments. We use a data-led underwriting process that typically focuses on the borrower’s proprietary intellectual property, operating metrics, customer traction, financial sponsor backing, disruptive potential of product offerings, size of addressable markets, management team experience, and financial or business milestones (e.g., clinical trials, regulatory approvals, or revenue targets).

With respect to Credit Investments, we select debt investment opportunities in private operating companies. Our goal is to generate current income through interest income and fees and capital appreciation through accompanying warrants to purchase equity and other related equity investments in a manner consistent with the offering materials and Governing Documents of the applicable Fund. Credit investment opportunities may be sourced through Pinegrove’s network, including relationships with financial institutions and other market participants (including Silicon Valley Bank, a division of First Citizens Bank and Trust), as well as direct outreach. o Our evaluation of Credit Investments may include, depending on the specific circumstances, business model and technology assessments; review of historical operational execution; review and analysis of historical financial statements and future projections of the underlying business; evaluation of investor syndicate; product/service review; market analysis; competitive analysis; performance

benchmarking against competitors; management review; business risk analysis; transaction size, pricing, return and structural analysis; quantitative financial modeling; investor diligence calls; and customer reference calls. Summary of Material Risk Factors An investment in the Funds involves a significant degree of risk, relating both to the types of investments contemplated by the Funds as well as the Funds’ ability to achieve their investment objectives and therefore should be undertaken only by those investors capable of evaluating the risks of the Funds and bearing the risks they represent. Before purchasing the Interests, prospective Investors should carefully consider, among other factors, the following risk factors, as well as other information provided in the offering materials and the Governing Documents. The following risk factors do not purport to be a complete list or explanation of all risks involved in an investment in the Funds. Additionally, each of the risk factors listed below, on its own, could have a material adverse effect on a Fund or the value of an investment in a Fund. Prospective Investors should not construe the performance of earlier investments in which professionals at Pinegrove have been involved as providing any assurances regarding the future performance of a Fund. There can be no assurance that a Fund will meet its investment objectives or that a Limited Partner will receive a return of its capital. As such, a Limited Partner should have the ability to sustain the loss of its entire investment in a Fund. Prospective Investors must rely on their own examination of, and their own ability to evaluate, the nature of an investment in Interests, including all the risks involved in making such an investment. Prospective Investors should consult their own legal, tax, investment, and accounting advisors in connection with evaluating the purchase of Interests. In pursuing its investment objectives, a Fund may invest directly or indirectly in a variety of asset types and transaction structures, as permitted under the applicable Governing Documents. Such investments may be made directly in portfolio companies or other assets, or indirectly through private or public funds or other pooled investment vehicles managed by third-party general partners or managers (each, an “Underlying Fund”). Investments made through Underlying Funds are subject not only to the risks associated with the underlying portfolio investments, but also to additional risks inherent in investing in pooled investment vehicles, including limited transparency, limited liquidity, reliance on third-party managers, layered fees and expenses, and limited control over investment decisions. Unless otherwise indicated, the risks described below generally apply to both direct investments and investments made indirectly through Underlying Funds. 1. Risks Associated with Market Conditions General Economic Conditions. Changes in general global, regional and/or U.S. economic and geopolitical conditions may affect the Funds’ activities. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the market in which the Funds make investments or the value and number of investments made by the Funds or considered for prospective investment. Material changes and fluctuations in the economic environment, particularly of the type experienced in the years following 2008 that caused significant dislocations, illiquidity and volatility in the wider global economy, and the market changes that have resulted from the novel coronavirus (“COVID-19”) may affect the Funds’ ability to make or dispose of investments and the value of investments held by the Funds. These

events could have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of Fund investments. Investments can be expected to be sensitive to the performance of the overall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threats of terrorism, terrorist attacks, and the impact of military or other action could severely disrupt global, national, and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may negatively impact market value, increase market volatility, and reduce liquidity, all of which could have an adverse effect on the performance of investments, the Funds’ returns and the Funds’ ability to make and/or dispose of investments. No assurance can be given as to the effect of these events on any investments or any Fund’s investment objectives. Public Health Events; Business Disruption. Pandemics, epidemics, or other public health events— and related government or private-sector responses—may disrupt economic activity, capital markets, and the operations of portfolio companies and service providers, which could adversely affect the Funds’ investment performance and liquidity. Geopolitical Events; Sanctions and Trade Restrictions. Armed conflicts, regional instability, terrorism, cyber activity, and related sanctions, export controls, and investment restrictions may limit counterparties, reduce exit opportunities, increase compliance costs, and negatively affect portfolio company operations and valuations. Financial Institution and Counterparty Risk. The Funds, portfolio companies, and service providers may maintain relationships with banks, brokers, lenders, custodians, and other financial institutions. If a financial institution experiences distress or fails to perform its obligations, the Funds and/or portfolio companies could experience delays or losses, including reduced access to cash or financing. Interest Rate Risk. General fluctuations in interest rates may adversely affect the value of the Funds’ investments and/or increase the risks associated with one or more investments. The ability of a borrower to refinance debt securities or repay debt obligations (including making payments to a Fund as a creditor with respect thereto) may depend on their ability to obtain financing, including by selling new securities in the high yield debt market or obtaining loans in the bank financing market, which at certain points over the last several years have been, at times, difficult to access at favorable rates. Interest rate changes will affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset, reset caps or floors and relative changes in benchmark rates versus interest margins, among other factors). Interest rate sensitivity is more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. Factors that affect market interest rates include, without limitation, inflation, slow or stagnant economic growth or recession, unemployment, and the monetary policies of the Federal Reserve,

the Bank of England, the European Central Bank and other central banks, which may have a negative impact on the price of loans and debt securities globally and could adversely affect the value of a Fund’s investments. Although various central banks (including the Federal Reserve and the European Central Bank) have not been raising interest rates, there can be no assurance that the central banks will not raise interest rates in the future. There may be significant unexpected movements in interest rates, which movements could have adverse effects on the borrowers that are counterparties of a Fund’s investments and the economy, which may in turn impact such Fund’s investments. Considering the foregoing, and more generally, a Fund may periodically experience imbalances in the interest rate sensitivities of its assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, a Fund may not be able to manage this risk effectively. If a Fund is unable to manage interest rate risk effectively, its performance could be adversely affected. While a Fund may seek to do so, it is not required to hedge its interest rate risk. Material Non-Public Information; Other Regulatory Restrictions. As a result of the operations of Pinegrove, as well as in connection with any officerships, directorships, or other outside activities of Pinegrove personnel, Pinegrove may come into possession of confidential or material non-public information. Therefore, Pinegrove may have access to material, non-public information that may be relevant to an investment decision to be made by a Fund. Consequently, a Fund may be restricted from initiating a transaction or selling an investment, which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or Pinegrove’s internal policies and practices. Due to these restrictions, such Fund may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold. See also “Considerations Relating to Sponsors’ Ownership of, and the Sponsors’ and Pinegrove Adviser’s Involvement in, the Pinegrove Business” in Item 10 below. Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent Pinegrove or the Funds from entering transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with, or the provision of services to, certain individuals or portfolio companies owned or operated by such persons or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the U.S. Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of Pinegrove’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the

sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by Pinegrove or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Regulated Industries. The Funds may invest in companies that operate in regulated industries. The operations of such companies will be subject to compliance with applicable regulations, and such companies may be subject to increased regulations resulting from both new requirements and re-regulation of previously de-regulated markets. Prices may be artificially controlled, and regulatory burdens may increase costs of operations. New or increased regulations could adversely affect the performance of the companies in which the Funds invest. Additionally, such companies may be highly dependent on government contracts, which could further increase the risks of investing in such companies. Furthermore, portfolio companies may also subject a Fund and, in limited circumstances, its partners or owners, to regulatory and reporting requirements, including under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or their equivalent regimes in non-U.S. jurisdictions. Investments in certain industries (for example, the communications and healthcare industries) could require a Fund to secure regulatory approvals or licenses, or to disclose information about itself or its partners or owners. Applying for and obtaining these regulatory approvals or licenses is often a lengthy and expensive process with an uncertain outcome. Portfolio companies may be unable to obtain necessary regulatory approvals on a timely basis, if at all, which could materially and adversely affect their performance. ERISA-Related Risks. To the extent a Fund is operated to maintain qualification as a venture capital operating company, such Fund could be precluded from making certain investments. In addition, attempting to maintain such qualification could further require such Fund to accelerate or delay the liquidation of a Fund’s investments, resulting in lower proceeds to such Fund than might have been the case without the need for qualification. If a Fund’s assets are treated as plan assets, interests of certain investors that are “benefit plan investors” within the meaning of Section 3(42) of ERISA could be fully or partially redeemed, or the Fund could be dissolved, in certain circumstances. In addition, for any period that a Fund’s assets are deemed to be plan assets, the operations of such Fund and its investments could be restricted by ERISA’s prohibited transaction and fiduciary rules. These risks may adversely affect all investors, not just those that are benefit plan investors. Futures/Commodities. Trading commodities and commodity interests (e.g., futures contracts on commodities, securities indices, or currencies) is highly speculative and may entail risks that are greater than the risks associated with investing in securities. Prices of commodity interests are more volatile than prices of securities. Futures trading will have effects on a Fund’s portfolio like the effects of leverage. A Fund may be exposed to market price fluctuations of securities or commodity interests underlying futures (or options on futures), while investing only a small percentage of the value of those underlying securities or commodity interests. Pinegrove may open a futures position for a Fund by placing with a futures commission merchant an initial margin that is small relative to the value of the futures contract, making the transaction “leveraged.” If the market moves against such Fund’s position or margin levels are increased, such Fund may be called upon to pay substantial additional funds on short notice to maintain its position. If such Fund were to fail to make such payments, its position could be liquidated at a loss, and it would be liable for any resulting deficit in its account.

Futures positions may be illiquid because, among other things, most commodity exchanges limit fluctuations in certain futures contract prices during a single day. Once the price of a contract for a particular future has increased or decreased by an amount equal to the “daily limit,” positions can be neither taken nor liquidated unless traders are willing to effect trades at or within the limit. Such an occurrence could prevent a Fund from liquidating unfavorable positions and subject it to substantial losses. In addition, a Fund may not be able to effect futures contract trades at favorable prices if trading volume in those contracts is low. To the extent a Fund trades futures on exchanges in non-U.S. markets, the risks of these activities may be greater than trading in futures on U.S. exchanges. Cybersecurity Risk. Pinegrove increasingly relies on information and technology systems, particularly internet-based programs, and data storage applications, to conduct its business. Such systems might in some circumstances be subject to cybersecurity incidents or similar events that could potentially result in damage or interruption to these systems, unauthorized access to sensitive transaction and personal information, intentional misappropriation, corruption or destruction of data or operational disruption. Cybersecurity risks can disrupt the ability to engage in transactional business, cause direct financial loss and affect the value of assets in which the Funds invest, lead to regulatory intervention or fines (including under the California Consumer Privacy Act or the European General Data Protection Regulation (EU 2016/679) (the “GDPR”)), harm Pinegrove’s reputation, lead to violations of applicable laws, result in ongoing prevention, risk management and compliance costs, and otherwise affect business and financial performance. These and cybersecurity incidents experienced by third-party vendors, service providers or portfolio companies may cause losses to the Funds or the Limited Partners, resulting in litigation or reputation damage relating to Pinegrove, its affiliates, the Funds, or their investments. Furthermore, as privacy and information security laws and regulations change or as new laws are enacted, the Funds and their portfolio companies may incur additional costs to ensure that they remain in compliance with those laws and regulations. Effectiveness of Artificial Intelligence, Data Analytics and Similar Tools. From time to time, Pinegrove may utilize artificial intelligence, machine learning, data analytics and similar tools, such as OpenAI and ChatGPT, either developed internally or supplied by third parties, that collect, aggregate and analyze data (collectively, “Data Tools”) in connection with the management of the Funds’ and/or the investments’ portfolios. The technologies underlying Data Tools and their use cases are rapidly developing, and remain subject to existing laws, including consumer and federal equal opportunity laws. As a result, it is not possible to predict all the legal, operational, or technological risks related to the use of Data Tools. Moreover, Data Tools are the subject of evolving review by various regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and changes in the regulation of the use of Data Tools may adversely affect the ability of Pinegrove and a Fund to use Data Tools to manage the Fund and its investments. Dependence on Counterparties and Service Providers. A Fund is dependent upon its counterparties and the businesses that are not controlled by Pinegrove that provide services to a Fund (the “Service Providers”). Examples of Service Providers include a Fund’s administrator, a Fund’s loan servicer, a Fund’s legal counsel, and a Fund’s auditors. Errors are inherent in the business and operations of any business, and although Pinegrove will adopt measures to prevent and detect errors by, and misconduct of, counterparties and Service Providers, and transact with counterparties and Service Providers it believes to be reliable, such measures may not be effective in all cases. Any errors or misconduct could have a material adverse effect on a Fund and the Limited Partners’ investments

therein. 2. Strategy-Specific Risks Dynamic Investment Strategy. While Pinegrove generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein and in the relevant Governing Documents, Pinegrove may pursue additional investment strategies and may modify or depart from its current investment strategy, investment process or investment techniques, including by investing outside of the industries and sectors in which its personnel have previously made investments or have internal operational experience, to the extent it determines such modification or departures to be appropriate and consistent with the relevant Governing Documents. Risks of Investment Activities. The Funds intend to acquire investments to the extent that they can be acquired on advantageous terms and meet the Funds’ investment criteria. The success of the Funds depends, in large part, on the availability of a sufficient number of investment opportunities that fall within the Funds’ investment objectives and the ability of Pinegrove, the General Partners and the general partners of the Underlying Funds (the “GPs”) to identify, negotiate, close, manage and exit those investment opportunities. Acquisitions of interests in Underlying Funds that pursue venture capital investments also entail general investment risks associated with any venture capital investment. See “Risks Associated with Venture Capital Investments Generally” below. The Funds’ acquisition activities and their success may be exposed to certain risks, including:

The activity of identifying, completing, and realizing attractive investments is highly competitive and involves a high degree of uncertainty, especially with respect to timing. There can be no assurance that the General Partners, Pinegrove or the GPs will be able to locate and complete investments which enable the Funds to invest all of their committed capital in opportunities that satisfy the Funds’ investment objectives, realize the value of these investments or fully invest the Funds’ commitments, nor can there be any assurance that the Funds will be able to make investments on favorable terms and conditions; The Funds and Underlying Funds may incur significant expenses in connection with the identification of investment opportunities and the investigation of other potential investments that are not consummated; The Funds and Underlying Funds may be unable to acquire a desired investment, or may acquire such investment on economic terms less favorable than anticipated, because the Funds and Underlying Funds will compete for the right to make investments with an everincreasing number of other parties, including public and private investment funds, hedge funds, consortia and companies, well-capitalized venture capital investors, venture capital investment vehicles, and other institutional investors, specialty investors (such as banks, pension funds and sovereign wealth funds), various types of financial institutions and their affiliates, family groups and wealthy individuals, some of which may have greater resources, more experience and/or may be willing to accept more risk than the Funds; Even if a Fund or Underlying Fund enters into an acquisition agreement for an investment, such an agreement would typically be subject to customary conditions to closing, including satisfactory completion of due diligence investigations, which may be costly; Even if a Fund or Underlying Fund can acquire a desired investment, competition from other investors may significantly increase the purchase price paid; The Funds and Underlying Funds may be unable to finance acquisitions on favorable terms

and/or terms obtained by competitors; and Once acquired, an investment may fail to perform as a Fund projected when analyzing its investments.

A. Fund of Fund Investments/Co-Investments Funds-of-Funds Risk. Investments in Underlying Funds tend to be long-term and there is limited ability to withdraw from a Underlying Fund once an investor has committed, and the consent of a Underlying Fund’s general partner may be required to sell or transfer an interest in the Underlying Fund. Therefore, Funds may not be able to withdraw their investment in a Underlying Fund promptly after it has decided to do so. Additionally, some Underlying Funds may impose early redemption fees. This may adversely affect a Fund’s investment return or increase a Fund’s expenses and limit a Fund’s ability to make offers to repurchase units. The Underlying Funds may be permitted to redeem an investors’ interests’ in-kind (distributing securities instead of cash). Thus, upon a Fund’s withdrawal of an interest in a Underlying Fund, it may receive securities that are illiquid or difficult to value. The valuation of investments in Underlying Funds is ordinarily determined based on valuations calculated by Pinegrove as per information provided by the Underlying Funds and their auditors. Although Pinegrove reviews the valuation procedures used by the Underlying Funds, Pinegrove may not be able to confirm the accuracy of such valuations. Pinegrove may face a conflict of interest in valuing Underlying Funds since the Underlying Funds’ values could impact Pinegrove’s compensation. To mitigate this potential conflict, Pinegrove relies on the valuations provided by the Underlying Funds. Pinegrove does not and will not control the Underlying Funds. Pinegrove will monitor the Underlying Funds to detect any deviations from their stated investment mandate, but there is no guarantee that these funds will not deviate unexpectedly. Both the Funds and the Underlying Funds will impose performance-based allocations or fees, management charges and other expenses that will be borne (directly or indirectly) by the Limited Partners. An investment in the Funds will result in a greater expense than if investors were able to invest directly in the Underlying Funds and/or the underlying operating companies. Fees and expenses of the Fund and the Underlying Funds will be paid regardless of whether the Fund or the Investment Funds produce positive returns. Evergreen Structures. Certain Funds invest in Underlying Funds that have no set termination dates (collectively “Evergreen Portfolio Partnerships”). Unlike Evergreen Portfolio Partnerships, the Funds’ investment periods and terms are subject to termination. Evergreen Portfolio Partnerships may not be subject to defined liquidation timelines and may reinvest proceeds rather than distribute capital, which could extend the duration of the Fund’s exposure to such investments and reduce liquidity. As a result, the timing of realizations and distributions to the Fund may be uncertain and may not align with the Fund’s investment period or term. Additionally, Pinegrove and its affiliates have a continued interest in not redeeming a Fund’s interests in Evergreen Portfolio Partnerships to retain the ability for other Funds, Pinegrove, or its affiliates to invest in such Evergreen Portfolio Partnerships. Due to the foregoing and other considerations, as well as similar considerations applicable to other Funds, Pinegrove and its

affiliates, such Funds invest in the Evergreen Portfolio Partnerships through one or more special purpose vehicles controlled by Pinegrove, and through which Pinegrove, its affiliates and/or other Funds will also hold an interest. The direct or indirect investment by a Fund in such Evergreen Portfolio Partnerships creates an inherent conflict of interest and will result in related party transactions, including the transfer of a Fund’s interests in an Evergreen Portfolio Partnership or one or more special purpose vehicles controlled by Pinegrove or another Fund (without receiving any consideration therefor) for the opportunity to take advantage of pre-emptive and similar investment rights held by a Fund. It is possible that the terms of such related party transactions may be less favorable to a Fund and such Fund’s Investors than to Pinegrove, its affiliates, or other Funds. Although Pinegrove seeks to manage such conflicts in accordance with its policies and procedures and applicable governing documents, there can be no assurance that these arrangements will not adversely affect a Fund’s performance. Limited Control and Transparency. Investments made by a Fund, particularly those made indirectly through Underlying Funds, involve limited control and reduced transparency. The Fund will not have the ability to direct or influence the day-to-day management, investment decisions, or operational activities of an Underlying Fund or its portfolio companies. As a result, the Fund must rely on the investment judgment, operational capabilities, and internal controls of the applicable third-party manager. In addition, Underlying Funds may provide limited or delayed information regarding their portfolio holdings, valuations, performance, expenses, and risk exposures. The Fund may not have access to the same level of information or reporting that would be available if it made investments directly. This limited transparency may impair Pinegrove’s ability to independently evaluate investment performance, monitor risks, or assess the accuracy of valuations provided by such Underlying Funds. The Fund may also be subject to restrictions on transfers, redemptions, or withdrawals from Underlying Funds, which could limit liquidity and delay the realization of investment gains or the recovery of invested capital. There can be no assurance that the lack of control and limited transparency associated with such investments will not adversely affect the Fund’s performance. Layered Fees. When a Fund invests in an Underlying Fund, investors in the Fund will bear not only the fees and expenses of the Fund (including management fees, carried interest, and operating expenses), but also their indirect share of the management fees, performance-based compensation, and other expenses charged by the Underlying Funds. As a result, investors may be subject to multiple layers of fees and expenses. These layered fees will reduce overall returns and may be payable regardless of whether the Fund or the Underlying Funds generate positive performance. In certain circumstances, performance-based compensation may be paid at the Underlying Fund level even if the Fund’s overall performance is negative or below expectations. Because the Fund does not control the fee structures of Underlying Funds, Pinegrove may have limited ability to negotiate or modify such fees. The cumulative effect of layered fees and expenses may be substantial and may result in lower net returns than if investors had invested directly in the underlying investments.

Illiquidity of Underlying Funds. When a Fund invests in an Underlying Fund, such investments are typically illiquid and not readily transferable. Underlying Funds impose restrictions on withdrawals, redemptions, or transfers of interests, and may require the consent of the Underlying Fund’s general partner for any sale or assignment. As a result, the Fund may be unable to liquidate its investment in an Underlying Fund at a time or on terms it considers favorable. In addition, Underlying Funds may have long investment horizons and extended holding periods, and may not distribute proceeds until underlying portfolio investments are realized. The timing and amount of distributions from an Underlying Fund are uncertain and outside the control of Pinegrove. If an Underlying Fund suspends redemptions, gates withdrawals, or otherwise limits liquidity, the Fund may experience delays in receiving capital needed for new investments, distributions, or other obligations. Secondary sales of interests in Underlying Funds, if permitted, may be subject to significant discounts, limited market demand, and transfer restrictions. Accordingly, the illiquidity of Underlying Funds may adversely affect the Fund’s overall liquidity, valuation, and ability to meet its investment objectives. SPVs. Certain Funds may invest, directly or indirectly, in Underlying Funds through special purpose vehicles (“SPVs”) formed to hold investments. SPVs may be used to facilitate transactions, regulatory structuring, or co-investment arrangements. The use of SPVs may introduce additional structural complexity, expenses, and governance considerations. Investors in a Fund may bear their proportionate share of expenses associated with such vehicles, including organizational and operating costs. B. Venture Capital Risks Risks Associated with Venture Capital Investments Generally. Venture capital investments are subject to the risks associated with developing private companies at an early point in the company’s life cycle. “Early stage” or “seed” investments by a Fund can create value inherent in portfolio companies that can be realized only with substantial effort or expense. While early-stage investments offer the opportunity for significant gains, such investments also involve a high degree of business and financial risk that can result in substantial losses. The Funds may invest in companies in their early or growth stage of development or with little or no operating history. Early-stage and development stage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, which, in some cases, cannot be adequately solved. In addition, such companies may require substantial amounts of financing, which may not be available through institutional private placements or the public markets. The percentage of companies that survive and prosper can be small. Investments in more mature companies in the expansion or profitable stage involve substantial risks. Such companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire other businesses, or develop new products and markets. These activities involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing, and general management of these activities.

Often the success of an investment in a portfolio company will depend not only on the efforts of a Fund, but also upon actions or other key individuals, or extraneous factors including political or economic developments over which the Fund has little control. Additionally, the significant returns that have been earned in a small portion of venture capital investments have in large part resulted from the completion of highly successful initial public offerings or acquisitions that have permitted the venture investors to sell their equity interests at multiples of original cost. There can be no assurance that the public securities markets will support an initial public offering of the Funds’ portfolio companies to permit such returns to the applicable Funds or that the fundamentals of such portfolio companies will warrant such returns. Investment in Companies Dependent Upon New Scientific Developments and Technologies. Certain Funds focus their investing in developing companies and technology companies. These Investments may be susceptible to greater risk than an investment in a partnership that invests in a broader range of securities. The value of each Fund’s interests may be susceptible to factors affecting the financial markets or technology industry and to greater risk and market fluctuation than an investment in a fund that invests in a broader range of securities. The specific risks faced by such companies include:

rapidly changing science, technologies, and consumer preference; products or technologies that may quickly become obsolete; scarcity of management, technical, scientific, research and marketing personnel with appropriate training;

exposure, in certain circumstances, to a high degree of government regulation, making these companies susceptible to changes in government policy and failures to secure, or unanticipated delays in securing, regulatory approvals; the possibility of lawsuits related to patents and intellectual property; and rapidly changing investor sentiments and preferences regarding investments in the financial technology sector.

Minority Investments. The Funds’ investments may represent minority stakes in privately held companies. In addition, during the process of exiting investments, the Funds may hold minority equity stakes if portfolio holdings are taken public. As is the case with minority holdings in general, such minority stakes that a Fund may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. The Funds may invest in companies for which they have no right to appoint a director or otherwise exert considerable influence. In such cases, the Fund will be reliant on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Fund is not affiliated and whose interests may conflict with the interests of the Fund. Although it is expected that appropriate rights will be sought to protect the Funds’ interests, to the extent possible, there can be no assurance that such minority shareholder rights will be available. Bridge Financing. Certain Funds may lend to portfolio companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in a Fund’s control, such long-term securities may not issue, and such bridge loans may remain outstanding. In such event, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by such Fund.

C. Credit Funds Use of Leverage. Many of the Credit Funds seek to make investments on a leveraged basis as a key part of their investment strategy, and a portion of such borrowing may be at floating interest rates. Leverage may also be employed for hedging, advancing capital calls and other cash management purposes. Leverage may be applied with respect to a Fund’s portfolio as a whole or with respect to one or more of a Fund’s investments, and the presence of such borrowings will magnify the volatility of a Fund’s investment portfolio and increase the risk profile of a Fund and its investments. In addition to more traditional borrowing structures, a Fund may structure investments using one or more special purpose vehicles, including, without limitation, one in which the lenders are senior secured note holders, and a Fund is a subordinated note holder. No assurance can be given that financing for any investments of a Fund will be obtained by such Fund, or obtained on favorable or acceptable terms, including terms which adequately reflect the financing provided by such Fund. In addition, once initial financing is obtained by a Fund, no assurance can be given that such financing will subsequently be available throughout the life of such Fund or any individual investment. If a Fund is unable to obtain financing, including on favorable terms that reflect its underlying investment (for example, term of borrowing by the Fund versus term of financing provided by the Fund), this may have a material adverse effect on such Fund’s ability to achieve its investment objectives and the rate of return on invested capital. The principal, interest expense and other costs incurred in connection with any leverage incurred by a Fund may not be recovered by the income from and appreciation in the investments of such Fund. Gains realized with borrowed funds may cause a Fund’s returns to increase at a faster rate than would be the case without borrowings. If, however, investment results fail to cover the principal, interest and other costs of borrowings, a Fund’s returns could also decrease faster than if there had been no borrowings. Additionally, if the investments fail to perform to expectation, the interests of Investors will be structurally subordinated to such leverage, which will compound any such adverse consequences. Lenders may, under the terms of financing arrangements put in place with them, have the right to withhold distributions of interest payments in respect of any or all leveraged investments for assorted reasons, including if any such investment fails to perform to expectation. Further, to the extent income received from investments is used to make payments under any financing arrangement, Investors may be allocated income, and therefore tax liability, more than cash received by them in distributions. Leverage incurred by a Fund may be secured by assignment of the obligations of the investors to make capital contributions to such Fund and a security interest in the investments made by such Fund. Borrowings by a Fund may be secured by a pledge of the right to issue drawdown notices in the name of the applicable General Partner and related rights with respect to capital commitments and capital contributions. The exercise by the lenders under such financing arrangement of their drawdown right would reduce the amount of capital otherwise available to such Fund for making investments and therefore reduce the ability of such Fund to make further investments and will negatively impact its investment objectives and returns. Investors may be required to execute an investor acknowledgement for the benefit of the lenders under a financing arrangement and may be required to acknowledge their obligations to pay their share of indebtedness up to their remaining capital commitment and any amounts distributed to them (subject to the limitations set forth in the Governing Documents). A Fund’s use of borrowings to create leverage subjects it to additional risks. For example, the lenders of a facility may ascribe values to the collateral being provided in an amount that is lower than the values ascribed to such collateral by Pinegrove, which will result in such Fund providing

more collateral to secure such facility than what would otherwise be necessary had the lenders ascribed the same values to such collateral as Pinegrove. In addition, depending on the type of facility, a decrease in the market value of an investment of a Fund, which, among other things, may be caused by a decrease in the credit rating of such investment or changes in market conditions, would increase the effective amount of leverage and could result in the possibility of a “margin call,” pursuant to which such Fund must either deposit additional funds or collateral with the lender, which may require the Investors to make additional capital contributions to such Fund or suffer mandatory liquidation of the pledged collateral to compensate for the decline in value. Liquidation of its investments at an inopportune time to satisfy a “margin call” would adversely impact the performance of a Fund and could, if the value of its collateral has declined enough, cause it to lose all or a substantial amount of its capital. Moreover, if additional capital contributions were required to satisfy a “margin call,” this would effectively reduce the amount of capital available for other investments and could adversely affect the diversification of such Fund’s portfolio. In the event of a sudden, precipitous drop in the value of a Fund’s assets, it might not be able to liquidate assets quickly enough to pay off its debt. The extent to which a Fund uses leverage will have important consequences to the Investors, including, but not limited to, the following: (i) greater fluctuations in the net assets of such Fund, (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions, or other purposes, (iii) to the extent that Fund revenues are used to make principal payments, investors may be allocated income (and therefore incur tax liability) in excess of cash available for distribution, (iv) in certain circumstances, such Fund may be required to prematurely harvest investments to service its debt obligations, and (v) limitations on the flexibility of such Fund to make distributions to investors or sell assets that are pledged to secure the indebtedness. There can also be no assurance that a Fund will have sufficient cash flow to meet its debt service obligations. As a result, a Fund’s exposure to losses will be increased due to the illiquidity of its investments. Investments in Secured Loans. The assets of the Funds may include secured debt, which involve various degrees of risk of a loss of capital. The factors affecting a borrower’s secured leveraged loans, and its overall capital structure, are complex. While secured loans are afforded more protection than unsecured loans and loans that are contractually subordinate in right of payment, some secured loans may not necessarily have priority over all other debt of a borrower. Borrowers under secured loans may have two or more tranches of secured debt outstanding each with secured debt on separate collateral or each secured by the same collateral but with the lien granted to secure one tranche (the “first lien” tranche) having priority over the liens granted to secure the other (junior lien) tranches. Investments that are fully secured may offer a Fund more protection than unsecured investments in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of any collateral from a secured investment would satisfy the obligor’s obligation, or that such collateral could be liquidated. In the event of the bankruptcy, administration or similar process of an obligor, a Fund could experience delays or limitations in its ability to realize the benefits of any collateral securing an investment of such Fund and could be compelled to accept new instruments or interests in respect of its claims under such investment in a plan of reorganization. These new instruments or interests may be on terms different from prevailing market terms for similar instruments and interests. For example, in the event of Chapter 11 filing by a borrower, the Bankruptcy Reform Act of 1978, as amended, authorizes the borrower to use a creditor’s collateral and to obtain additional credit by grant of a priority lien on its property, senior even to liens that were first in priority prior to the filing, as long as the borrower provides what the presiding bankruptcy judge considers to be “adequate protection” which may, but need not always, consist of

the grant of replacement or additional liens or the making of cash payments to the affected secured creditor. The imposition of priority liens on a Fund’s collateral would adversely affect the priority of the liens and claims held by such Fund and could adversely affect such Fund’s recovery on the affected loans. Any secured debt is secured only to the extent of its lien and only to the extent of underlying assets or incremental proceeds on already secured assets. Depending on the jurisdiction in which such security interests are created, enforcement of such security interests can be a complicated and arduous process. Additionally, some courts may delay, upon the obligor’s application, the enforcement of a security interest if the obligor can show that it has a valid reason for requesting such delay, such as showing that the default was caused by temporary hardships. Further, some jurisdictions grant courts the power to declare security interest arrangements to be void if they deem the security interest to be excessive. In addition, valuations of any collateral may prove to be inaccurate and may deviate (including decline) over time from original expectations. In the event of a foreclosure, a Fund may assume direct ownership of an underlying asset. The liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan or loans secured by such assets, resulting in a loss to such Fund. This risk is increased where the lien on such assets securing the loan held by such Fund is junior to the lien on such assets securing other debt of the applicable obligor. Any costs or delays involved in the effectuation of a foreclosure of the loan, or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. Investments in Subordinated/Mezzanine/Unsecured Debt. The Funds may invest in subordinated, mezzanine and/or unsecured debt and debt-like preferred equity securities. While such structured credit investments offer the opportunity for current return and capital appreciation, they may also involve a high degree of risk. To the extent that a Fund invests in subordinated debt (whether in the form of junior lien debt, structurally subordinated debt or debt that is contractually subordinated in right of payment), such Fund generally would not be entitled to receive any payments in bankruptcy or liquidation until holders of more senior securities are paid in full. Many issuers of subordinated, mezzanine and unsecured debt and debt-like preferred equity are highly leveraged, and their relatively high debt-to equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. In addition, many issuers of such instruments may be in poor financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, or facing special competitive or product obsolescence problems, and may include companies involved in bankruptcy or other reorganizations or liquidation proceedings. The ability of a Fund to influence a portfolio company’s affairs arising from its position as a holder of junior-ranking debt and preferred equity investments, especially during periods of financial distress or a restructuring, is likely to be less than that of senior creditors. Subordinated, mezzanine and unsecured debt and debt-like preferred equity may not be publicly traded, and therefore it may be difficult to obtain information as to the true condition of the issuers. Second-Lien and Other Junior Lien Debt. The Funds’ investments in second-lien and other junior lien debt will entail risks, including (a) the subordination of the liens securing a Fund’s claims to a senior lien in terms of the coverage and recovery of the collateral and (b) the prohibition of, or limitation on, the right to foreclose on the junior lien debt or exercise other rights as a junior lien

holder (including unsecured creditors’ rights). In certain cases, therefore, no recovery may be available from a defaulted junior lien debt. The level of risk associated with investments in second lien and other junior lien debt increases to the extent such investments are loans of distressed or below investment grade companies. Non-investment Grade Loans and Securities. The Funds invest in loans and debt securities that are rated in the non-investment grade categories by the various credit rating agencies or are not rated. The General Partners, as advised by Pinegrove, must consider the special nature of such loans and securities and certain special considerations in assessing the risks associated with such investments. Loans and securities in the non-investment grade and non-rated categories are subject to greater risk of loss of principal and interest than higher-rated loans and securities and are speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than loans and securities with higher ratings in the case of deterioration of general economic conditions. Because investors perceive that there are greater risks associated with non-investment grade and non-rated loans and securities, the yields and prices of such loans and securities may be more volatile than those for higher-rated securities. The market for non-investment grade and non-rated loans and securities is thinner, often less liquid, and less active than that for higher-rated loans and securities, which can adversely affect the prices at which these loans and securities can be sold and may even make it impractical to sell such loans and securities. The limited liquidity of the market may also adversely affect the ability of the relevant calculating party to arrive at a fair value for certain non-investment grade and non-rated loans and securities at certain times and could make it difficult for a Fund to sell or dispose of certain loans and securities. It should be recognized that an economic downturn or increase in interest rates is likely to have a negative effect on the value of non-investment grade loans and securities held by a Fund as well as on the ability of the borrowers and issuers, especially highly leveraged borrowers and issuers, to service principal and interest payment obligations to meet their projected business goals or to obtain additional financing. Moreover, the prices of such non-investment grade loans and securities have been found to be more sensitive to changes in prevailing interest rates than higher-rated investments. If the issuer of a loan or fixed-income security held by a Fund defaults, additional expenses to seek recovery may be incurred and the possibility of any recovery can be subject to the expense and uncertainty of insolvency proceedings. Interest Rate Sensitivity. Changes in interest rates may adversely affect the value of the Funds’ debt investments and the ability of portfolio companies to refinance existing obligations. Rising interest rates may increase borrowing costs for portfolio companies, reduce cash flow available for debt service, and decrease the value of fixed-rate instruments. To the extent the Funds utilize leverage or invest in floating-rate instruments, changes in benchmark rates may increase financing costs and amplify volatility. There can be no assurance that interest rate risk can be effectively managed. 3. Structural / Vehicle Risks Illiquidity of Investments. Investments in Funds will be illiquid, difficult to value, and long-term in nature, requiring several years from the date of initial investment until exiting, if an exit is achieved at all. Investors should be aware of the long-term nature of an investment in venture capital or private equity funds. Additionally, a commitment may not be sold or otherwise transferred without the consent of the Fund’s General Partner and compliance with the Fund’s Governing Documents. Accordingly, an Investor may not be able to liquidate its investment in a Fund in the event of an

emergency or for any other reason. As a result, such limitations may adversely affect the price that an Investor will be able to obtain if it is able to sell the investment in the secondary market. Valuation of Investments. Generally, valuations are determined under the oversight of the applicable General Partner, with valuations prepared by Pinegrove in accordance with the Fund’s valuation policies and applicable accounting standards as described in the Governing Documents. Where possible, valuations will be based on market quotations that are publicly available. However, market quotations will not be available for all Fund’s investments. Pinegrove will determine the value of each Fund’s investments that are not readily marketable based on ASC 820 guidelines as promulgated by the Financial Accounting Standards Board and any subsequent valuation guidelines required of an investment fund reporting under accepted accounting principles as promulgated in the United States. There can be no assurance that Pinegrove will have all the information necessary to make valuation decisions in respect of these investments, that any information provided by third parties on which such decisions are based will be correct, or that the valuation decision with respect to an investment will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation. Lines of Credit. A General Partner may utilize a line of credit to borrow, including to fund investments and to pay expenses and other liabilities. Although General Partners use lines of credit primarily for administrative convenience to reduce the overall number of capital calls from the Limited Partners and avoid having excess cash on hand, the Fund’s net internal rate of return (“IRR”) may be higher than it would be in the absence of such line of credit, since a Fund’s net IRR will be based on the time Limited Partner contributions are actually made and use of the line of credit will delay such contributions. In addition, a reduction in the frequency of capital calls because of the use of the line of credit means that the size of individual capital calls will be greater. A Fund (and indirectly its partners) will bear any interest expense, fees, or other costs in connection with such line of credit. The line of credit may provide the lender with certain rights, which may include, without limitation, the right to call capital from the partners in the event of a default and, in the event of a failure by a Limited Partner to fully fund its capital contributions to the Fund when due, the right to exercise certain default remedies directly against such Limited Partner. A Fund’s line of credit may also include restrictions on Limited Partners’ rights to transfer their interests in such Fund, which may in certain cases require prior approval from the lender. Failure to Make Capital Contributions. If a Limited Partner fails to pay when due installments of its capital commitment to certain of the Funds, and the contributions made by non-defaulting limited partners and borrowings by the Funds are inadequate to cover the defaulted capital contribution, Pinegrove may be unable to pay Funds’ obligations when due. As a result, the Funds may be subjected to significant penalties that could materially and adversely affect the returns to Limited Partners (including non-defaulting Limited Partners). If a Limited Partner defaults, it may be subject to various remedies as provided in the Governing Documents, including forfeiture of its interest. Substantial Fees and Expenses, and Expenses Allocation. Certain fees and expenses will be borne by a Fund whether the Fund makes any profits, as further described in the applicable investment management agreement and Governing Documents. A Fund may enter into agreements or consummate transactions that involve payments, such as reverse break-up fees or obligations to reimburse the General Partner, Pinegrove or third parties for any expenses advanced or incurred by them, that result in substantial costs to such Fund and the elimination of the possibility of a return, if

the transaction is not consummated. While it is difficult to predict the future expenses of a Fund, such expenses may be substantial and will reduce the actual returns realized by such Fund. Furthermore, as described in the applicable Governing Documents, Fund expenses with respect to certain Funds are in addition to Limited Partners’ capital commitments and are uncapped. Fund expenses include recurring and regular items, as well as extraordinary expenses for which it may be hard to budget or forecast. As a result, the amount of Fund expenses called or called at any one time may exceed amounts expected or budgeted by the applicable General Partner and/or Limited Partners, and, accordingly, may be unlimited. Please see Items 5 and 6 for additional information on fees and expenses. Subject to the terms and conditions set forth in the Governing Documents, it is generally expected that the Limited Partners will collectively bear the aggregate organizational expenses and operating expenses of a Fund (other than the Management Fee), including the costs and expenses (including broken deal expenses and any expenses incurred in connection with webcasts, video conferencing or similar technology services utilized in connection with marketing such Fund’s Interests) that may be attributable to (a) a single Limited Partner (including a Sponsor for New Funds), the Fund, any other parallel investment vehicle, any alternative investment vehicle or any Fund through which a Limited Partner may not participate or (b) an investment in which a Limited Partner does not participate (including broken deal expenses with respect to an investment in which, if completed, such Limited Partners would have been excused or excluded from participating). As a result, a Limited Partner may bear a greater amount of costs and expenses than if the costs and expenses attributable to one or more Limited Partners, Funds or investments, as applicable, were specifically allocated to the applicable Limited Partner or Limited Partners participating in such Funds or investments, as applicable, on a pro rata basis. Reserves. As is customary in the industry, the General Partners may establish reserves for follow-on investments by the Funds in portfolio companies, operating expenses (including the management fee), Fund liabilities, and other matters. Estimating the appropriate amount of such reserves is difficult, especially for follow-on investment opportunities, which are directly tied to the success and capital needs of portfolio companies. Inadequate or excessive reserves could impair the investment returns to the Limited Partners. If reserves are inadequate, a Fund may be unable to take advantage of attractive follow-on or other investment opportunities or to protect its existing investments from dilutive or other punitive terms associated with “pay-to-play” or similar provisions. If reserves are excessive, a Fund may decline attractive investment opportunities or hold unnecessary amounts of capital in money market or similar low-yield accounts. No Assurance of Investment Returns. The profitability of an investment may fluctuate considerably and may be adversely affected by general economic and business conditions. There can be no assurance that a Fund will perform as well as prior Funds or that Investors will receive distributions in an amount equal to their investment in the Fund. An investment in the Funds should only be considered by Investors who can afford a loss of their entire investment. Lack of Sufficient Investment Opportunities. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. In particular, the business of identifying, structuring, and completing private investment transactions is highly competitive and involves a high degree of uncertainty. Certain Funds will compete for the acquisition of investments with other investors. Some of these competitors may have more relevant experience, greater

financial, technical, marketing and other resources, more personnel, higher risk tolerances, different risk assessments, lower return thresholds, lower cost of capital, a greater ability to achieve synergistic cost savings in respect of an investment than such Fund, a need to invest expiring capital commitments, a longer investment horizon than such Fund and access to funding sources unavailable to Pinegrove. In addition, the availability of investment opportunities will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. Concentration of Investments. Each Fund will participate in a limited number of investments (and certain Funds may participate in a single investment) (and may seek to make several investments in one industry, one industry segment or one geographic area or within a short period of time) and, as a consequence, the aggregate return of a Fund may be materially affected by the performance of a single investment, a single industry segment, a single geographic area and/or a number of other factors. Digital Assets. The Funds (and Underlying Funds) may invest in or have direct or indirect exposure to cryptocurrencies, decentralized application tokens and protocol tokens, blockchain-based assets and other cryptofinance and digital assets, or instruments for the purchase of such (“Digital Assets”), which represent a speculative investment and involve a high degree of risk. Alternatively, a Fund (or a Underlying Fund) may invest in portfolio companies or pooled investment vehicles managed by third parties that invest primarily in Digital Assets, which hold Digital Assets and/or engage in transactions related to Digital Assets. Many Digital Assets derive their value from the perceived usefulness of the blockchain networks they are attached to as many are designed to be consumed in transactions that record data or provide access to certain functionality on these networks. The relative lack of acceptance of Digital Assets beyond their own blockchain network in the retail and commercial marketplace limits the ability of end-users to pay for other goods and services with Digital Assets. A lack of expansion by Digital Assets or use of their underlying blockchain networks into retail and commercial markets, or a contraction of such use, may result in increased volatility. There is no assurance that Digital Assets will maintain their long-term value in terms of purchasing power in the future, or that acceptance of Digital Asset payments by mainstream retail merchants and commercial businesses will grow. Furthermore, it may be illegal, now or in the future, to own, hold, sell or use Digital Assets in one or more countries, including the United States. One or more countries may take regulatory action in the future to severely restrict the right to acquire, own, hold, sell or use Digital Assets or to exchange Digital Assets for fiat currency. Such an action may restrict a Fund’s ability to hold or trade Digital Assets and may adversely affect a Fund’s investment. 4. Conflict Related Risks Performance-Based Compensation. Instances may arise where the interests of Pinegrove or the General Partner of a Fund may conflict with the interests of the Fund and its Investors. For example, Carried Interest (see Item 6 – Performance-Based Fees and Side-By-Side Management) may create an incentive for the General Partner to make more speculative investments on behalf of the Fund than it would otherwise make in the absence of such performance-based arrangements. Additionally, potential conflicts of interest may arise in the allocation of resources devoted to the management of the Funds. Employees of Pinegrove will devote such time as necessary to carry out the operations of the Funds business effectively, but employees will also work on projects for Pinegrove, which could result in conflicts of time allocation, resources, or services to the Funds.

Overlapping Investments among Funds. Multiple Funds may directly or indirectly hold or acquire positions in the loans and/or securities of the same portfolio company at various times and upon different terms. Such investments may raise potential conflicts of interest for the Funds. Where Funds invest in different parts of the capital structure of a portfolio company (e.g., a Co-Investment Fund investing in equity securities issued by a portfolio company in which a Credit Fund holds loans or debt securities, or a Fund of Funds investing, indirectly through one or more Underlying Funds, in the equity securities of a portfolio company in which a Credit Fund holds loans or debt securities), their respective interests may diverge significantly. For instance, in a bankruptcy proceeding, a Fund’s interest may be subordinated to another Fund’s investment, resulting in loss or substantial dilution of such Fund’s investment while the other Fund recovers all or part of amounts due to it. In addition, where one Fund is a creditor of a portfolio company in which another Fund holds more junior loans or securities, that Fund may take actions in its own interests with respect to its rights as a creditor (e.g., with respect to breaches of covenants) that may be adverse to the interests of the other Fund as a junior creditor or an equity holder. Where Funds have different investment periods or expiration dates and/or investment objectives (including return profiles), they may have conflicting goals with respect to the price and timing of disposition opportunities. The Funds may dispose of any shared investment at various times and on different terms, and otherwise take actions that may be adverse to another Fund, and investors therein may receive different consideration. There can be no assurance that the terms of or the return on a Fund’s investment in a portfolio company will be equivalent to or better than the terms of or the returns obtained by another Fund investing in the same portfolio company. Our ability to implement a Fund’s strategy effectively may be limited to the extent that contractual obligations entered in respect of investments made by one Fund impose restrictions on another Fund engaging in investments that we may otherwise be interested in pursuing. Please also see “Considerations Relating to Sponsors’ Ownership of, and the Sponsors’ and Pinegrove Adviser’s Involvement in, the Pinegrove Business” and “Investments with Related Parties” below in Item 10 for further information on how conflicts of interest between the Funds, on the one hand, and the Sponsors and Pinegrove Adviser, on the other hand, are managed and addressed. Related Entities/Investment Opportunities. Pinegrove or its affiliates have in the past created and may in the future create additional entities like the Funds. Investors in the Funds will have no right to participate or become investors in any such existing or new entities. Pinegrove and its affiliates, officers, directors, and employees are, from time to time, presented opportunities to make direct investments in companies. Such investment opportunities may not be made available to the Funds. Subject to the terms of the Governing Documents, Pinegrove personnel, the Sponsors and Pinegrove shall not be obligated to give the General Partner or the Fund preference with respect to any investment opportunity or refrain from any other activity. The creation of new investment entities, or the activities of existing entities, may create a conflict of interest with the Fund. Each Fund’s investment committee and other management personnel of the General Partner also may serve in the same capacity for other investment entities sponsored by Pinegrove or its affiliates or other entities. Accordingly, such persons may not devote their business time exclusively to the business of the Funds. Each Fund’s investment committee may cause each Fund to purchase securities of an issuer that is, has been or will become, a portfolio company of a prior fund, successor fund, or an SPV fund, and more generally to co-invest or cross-invest in the same issuer with such prior fund, successor

fund, or SPV fund. In addition, a Fund’s investment committee may cause the Fund to transfer to a prior fund, successor fund, or SPV fund (without receiving any consideration therefor) the opportunity to take advantage of pre-emptive and similar investment rights held by such Fund. Such investment practices involve an inherent conflict of interest, and each of the Funds and Pinegrove shall have no liability attributable to or based upon such conflict of interest in the absence of intentional harm to the Fund (it being understood that causing a prior fund, successor fund, or SPV fund to take advantage of an investment opportunity or to exercise any legal or contractual rights available to it shall not be deemed intentional harm to such Fund). Co-Investments. Co-investment opportunities, if any, are offered at the discretion of the applicable General Partner and/or Pinegrove, and there is no assurance that any investor will receive coinvestment opportunities. Allocation of co-investment opportunities is made in accordance with the Fund’s Governing Documents and Pinegrove’s written allocation policies and procedures. From time to time, the General Partners will, in their sole and absolute discretion, offer opportunities to coinvest with the Funds to one or more persons, which such persons may be Limited Partners or investors in investment vehicles managed or advised by Pinegrove and/or certain of its principals or employees or an affiliate of any of the foregoing or unrelated investors (who are not investors in the applicable Fund or any other Pinegrove Fund), without making such opportunities available to all or any Limited Partner. The General Partner will not have any fiduciary duties to Limited Partners in determining how to allocate co-investment opportunities. Limited Partners should not invest in a Fund with any expectation of receiving co-investment investment opportunities. The General Partner will consider numerous factors in allocating any particular co-investment opportunity, including, among others: strategic value (the General Partner’s perception of the strategic value of a prospective co-investor to the underlying investment opportunity); timing (how quickly a prospective co-investor is able to conduct its own due diligence and make a decision with respect to an investment opportunity); ability to make the investment (whether the General Partner believes that the prospective co-investor has the financial and other resources to make the investment); coinvestment interest (whether the prospective co-investor has indicated a desire to make investments of the type offered by the investment opportunity); quality of deal partner (whether the General Partner believes that the prospective co-investor will represent a good syndicate partner in connection with a Fund’s investment, including by giving confidence that it will be able to meet future investment needs of the business); acceptance of the investor by the target investment (including if the target is a private investment fund, the preferences of the general partner of such private investment fund); whether the investor may invest in a future Fund; any requirements or restrictions relating to such matters in the applicable Fund’s Governing Documents or Side Letters; whether such investor will pay the applicable General Partner fees and/or carried interest in connection with such co-investment or otherwise provide a benefit to such General Partner and its affiliates; the size of the prospective co-investor’s commitment relative to other prospective coinvestors and the size of the prospective co-investor’s commitment to the applicable Fund and/or any other Pinegrove; and other factors relevant to the relationship of a particular investment opportunity to a given prospective co-investor. The General Partner or an affiliate thereof expects that it may receive fees, carried interest or other compensation in connection with co-investments. Please also see “Arrangements Affecting Co-Investments; Allocation of Co-Investments” in Item 10 below. Side Letters. The General Partners and the Funds enter into other written agreements (such other written agreements, “Side Letters”) with one or more Investors that have the effect of establishing rights under, or altering or supplementing the terms of, the Governing Documents. The Side Letters may impose certain restrictions on investment by and operation of a Fund that are not contemplated

by the Governing Documents. In addition, the terms included in a Side Letter may be more favorable than those offered to any other investors. If a General Partner or a Fund enters into a Side Letter entitling an Investor to withdraw from a Fund, any withdrawal by such Investor may increase any other Investors’ pro rata interest in, and contribution obligations with respect to, future investments of such Fund, which may have an adverse effect on such other Investors’ investment results. A General Partner may enter such Side Letters with any party as such General Partner determines in its sole and absolute discretion at any time. The other investors will have no recourse against the Funds, the General Partners, Pinegrove, or any of their respective affiliates if certain Investors receive additional or different rights or terms because of such Side Letters. Management Fee Discounts. The Management Fee payable by each Limited Partner with respect to a Fund will vary dependent upon the amount of such Limited Partner’s commitment to such Fund in a manner set forth in the applicable Governing Document (e.g., Limited Partners that make larger commitments to a Fund may pay lower Management Fees). Additionally, certain Limited Partners that participate in early closings of a Fund may, in the General Partner’s discretion, be designated as “early closing investors” and be entitled to a Management Fee discount or rebate as set forth in the applicable Governing Documents. Any Limited Partner that participates in a closing of such Fund after such date set by the General Partner may not receive such discount and therefore bear higher Management Fees and have lower net returns than had they been designated by the General Partner as an “early closing investor.” Further, the General Partner of a Fund may agree to (a) reduce fees and/or incentive compensation (or provide a rebate thereof) in respect of such Fund and/or (b) Management Fee discounts other than those explicitly set forth in the offering materials or the Governing Documents, and the General Partner will not be required to disclose such discounts to any Limited Partner (unless otherwise required pursuant to any applicable “most favored nations” provision of a Side Letter). As discussed in Item 5 above, Pinegrove has offered to the Sponsors reduced or no Management Fees and Carried Interest rates in respect of their commitments to the New Funds. Additionally, the General Partners have waived the Management Fees payable in respect of commitments made by Pinegrove and Pinegrove Adviser employees who invest in the Funds, and may waive the Management Fees payable in respect of commitments made by Brookfield employees who invest in the Funds, which treatment will not be available to other Limited Partners pursuant to “most favored nations” provisions or otherwise. Diverse Investors. Limited Partners may have conflicting investment, tax, and other interests with respect to their investments in a Fund. The conflicting interests of individual Limited Partners may relate to or arise from, among other things, the nature of investments made by a Fund, the structuring or the acquisition of investments and the timing of disposition of investments. Therefore, conflicts of interest may arise in connection with decisions made by a General Partner with respect to the nature or structuring of investments that may be more beneficial for some Limited Partners than for others, particularly with respect to investors’ individual tax situations. For example, from time to time, the General Partners may implement bespoke structures for one or a group of Limited Partners to facilitate their participation in particular investments in a manner that addresses tax, regulatory or other concerns, including the Sponsors with respect to the New Funds. These structures will require additional expenses to be borne by the applicable Fund, and such expenses are shared among all Partners in accordance with the Governing Documents. Due to these incentives and the commingled nature of the Funds, there is no guarantee that structuring decisions made by Pinegrove will be in the best interests of, or beneficial in any way to, any Limited Partner or group of Limited Partners.

Board Participation. In connection with the Funds’ investments, one or more Pinegrove employees may serve on the board of directors, or on advisory, and/or steering committee(s), or in a similar capacity for a portfolio company. Although in most cases the interests of the Funds and the portfolio company will be aligned, such employees could be subject to fiduciary duties with respect to such portfolio company that conflict with the fiduciary duties that Pinegrove could otherwise owe with respect to the Funds. For instance, Pinegrove employees may acquire material non-public information or other confidential information about a portfolio company as part of their attendance at a portfolio investment’s board of directors or advisory committee meetings, which may restrict the ability of the Funds to trade in the securities of such company. Moreover, Pinegrove employees holding board positions at the portfolio company could subject the General Partner, Pinegrove, and the investing Fund to claims that they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims, and other director-related claims. Typically, portfolio companies will have insurance to protect directors and officers, but this insurance may be inadequate. Each Fund will also indemnify Pinegrove, the relevant General Partner, and its principals, among others, for liabilities incurred in connection with operations of such Fund, including liabilities arising from such suits. Such indemnification obligations and other liabilities could be substantial. Although we will seek to minimize the impact of any such conflicts, including through appropriate recusal mechanisms and conflicts of interest policies, there can be no assurance that such conflicts will be resolved favorably for the Funds. Key Person/Personnel Risk. The success of the Funds depends significantly on the experience, judgment, and continued service of Pinegrove’s senior investment professionals and other key personnel. The loss, incapacity, departure, or reduced involvement of one or more key individuals could adversely affect the ability of Pinegrove to source, evaluate, execute, monitor, and exit investments effectively. Competition for qualified investment professionals is intense, and there can be no assurance that Pinegrove will be able to retain existing personnel or attract and integrate new personnel with comparable expertise. The departure of key personnel could disrupt investment processes, investor relationships, or portfolio company oversight and could have a material adverse effect on a Fund’s performance. In addition, certain personnel may devote time to activities relating to other Pinegrove-advised Funds, affiliated entities, or business initiatives, subject to applicable Governing Documents and internal policies. While Pinegrove seeks to allocate resources appropriately, there can be no assurance that time commitments and resource allocation will not affect the management of a particular Fund. Retention and Motivation of Employees. The success of a Fund is dependent upon the talents and efforts of highly skilled individuals employed by Pinegrove. Pinegrove success is also dependent on its ability to identify, attract, retain, and motivate talented investment professionals and other employees. There can be no assurance that Pinegrove’ investment professionals will continue to be associated with us throughout the life of a Fund, and the failure to attract or retain such investment professionals could have a material adverse effect on a Fund and the Limited Partners’ investments therein. All investing involves a risk of loss that all our clients or Investors in our Funds must be

prepared to bear.

Note that, upon the change of control, notice to the California Department of Financial Protection and Innovation (DFPI) was initiated to change Fund VIII’s address, name, contact information, and other management information. These changes were approved by the DFPI on or about June 4, 2021. Unfortunately, Fund VIII inadvertently missed the deadline to file its Annual Report with the DFPI by March 15, 2021, as required by California Financial Code 22159. This was partially due to Fund VIII not receiving notices sent by the DFPI to CFL licensees between December 2020 and March 2021 since the DFPI had not yet completed the process to change Fund VIII’s contact and other information as mentioned above. On April 16, 2021, the DFPI Commissioner issued an Order Summarily Revoking California Finance Lenders License Pursuant to Financial Code Section 22715 for CFL License Number 60DBO-65349 (“Summary Revocation Order”). On April 29, 2021, Fund VIII became aware of the Summary Revocation Order, and on April 30, 2021, Fund VIII submitted its Annual Report to the DFPI. On May 6, 2021, the DFPI Commissioner and Fund VIII entered a Consent Order that rescinded the Summary Revocation Order thereby reinstating Fund VIII’s CFL license. Anuj Ranjan is a member of the Board of Managers of the Parent Company and is a former director of PenBrook Capital Advisors Private Limited (“PenBrook”). An administrative proceeding filed against (i) PenBrook, the investment manager of Peninsula Brookfield India Real Estate Fund (the “Peninsula Fund”), (ii) PenBrook’s current and former directors, including Anuj Ranjan (as former director) and Sridhar Rengan (as current director) and (iii) Peninsula Brookfield Trustee Private Limited, the trustee of the Peninsula Fund ((i), (ii), and (iii) collectively, the “Noticees”), was settled on January 28, 2022. The proceeding involved allegations brought by the Securities and Exchange Board of India (“SEBI”) that the Noticees accepted impermissibly small investments from certain investors in the Peninsula Fund, failed to maintain sufficiently large investments themselves in the Peninsula Fund, and extended the tenure of the Peninsula Fund beyond the permissible period, in violation of the Securities and Exchange Board of India Act of 1922. SEBI further alleged that the annual compliance test report for the Peninsula Fund did not reflect the non-compliance matters associated with the alleged violations. Prior to acquisition by the Sponsors, SVB Capital operated as a division of SVB Financial Group, the former holding company of Silicon Valley Bank. Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation on March 10, 2023, and the Federal Deposit Insurance Corporation was appointed receiver. On March 17, 2023, SVB Financial Group filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, and exited bankruptcy on November 7, 2024. SVB Capital was not a debtor in those proceedings and continued to operate independently under its ownership structure during those proceedings.

Commodity Futures Trading Commission (the “CFTC”) with respect to the Funds pursuant to the exemption under CFTC Rule 4.13(a)(3) for privately-offered commodity pools that meet certain de minimis trading limits and whose participants are limited to certain sophisticated classes of investors. As a result of claiming the exemption under CFTC Rule 4.13(a)(3), the General Partners are not required to comply with the disclosure, reporting and recordkeeping requirements generally applicable to registered commodity pool operators, including delivery to participants in the pool of a disclosure document and a certified annual report designed to meet CFTC requirements. Pinegrove is exempt from registration with the CFTC as a commodity trading advisor pursuant to Section 4m(3) of the U.S. Commodity Exchange Act, as amended, with respect to advice that it provides to the Funds, and as such, it will not be required to satisfy certain disclosure and other requirements under the CFTC rules. Pooled Investment Vehicles Pinegrove organizes and sponsors the Funds. Each Fund is controlled by a General Partner that is affiliated with Pinegrove. Pinegrove, as investment adviser to the Funds, is responsible for all decisions regarding portfolio transactions of the Funds and has full discretion over the management of the Funds’ investment activities. While the General Partners are not separately registered as an investment adviser with the SEC, all of their investment advisory activities are subject to the Advisers Act and the rules thereunder. In addition, any employees and persons acting on behalf of the General Partners are subject to the supervision and control of Pinegrove. Thus, the General Partners, employees of the General Partners other than employees whose functions are clerical or ministerial and the persons acting on the General Partners’ behalf would be “persons associated with” the registered investment adviser so that the SEC could enforce the requirements of the Advisers Act on the General Partners. Master Funds Some of the private investment funds that we manage make certain of their investments through other master funds we manage. These master funds do not contain any investors other than our Funds. Investing the assets of our Funds into another managed master fund presents the potential opportunity for Pinegrove to charge investors fees at multiple levels. However, while our Funds indirectly bear all investment and operating expenses, we do not charge these master funds any management or performance fees in connection with our management services and therefore our Funds do not pay to us further management or performance fees at the master fund level in addition

to those that we charge at the Fund level. In addition, since we do not allow investors other than our Funds to invest in these master funds, these vehicles do not compete with our clients for investments. Affiliations and Conflicts of Interest Investors should note that the Governing Documents may contain provisions that, subject to applicable law, (a) reduce or modify the duties (including any fiduciary or other duties owed to the applicable Fund(s) and the Limited Partners) to which the General Partners or Pinegrove would otherwise be subject, (b) waive duties or consent to conduct of the General Partners that might not otherwise be permitted pursuant to such duties and (c) limit the remedies of Limited Partners with respect to breaches of such duties. Additionally, the Governing Documents may contain exculpation and indemnification provisions that, subject to the specific exceptions enumerated therein, provide that the General Partners and Pinegrove and their respective affiliates will be held harmless and indemnified for matters relating to the operation of the Funds, including matters that may involve one or more potential or actual conflicts of interest. The discussion below describes certain material relationships and arrangements that Pinegrove has with the Sponsors and Pinegrove Adviser, and enumerates certain actual and potential conflicts of interest that are expected to arise in connection with such relationships. A key element of the Funds’ strategies is to leverage the capabilities and resources of the global platforms provided by the Sponsors. Pinegrove believes that this is in the Funds’ and their investments’ best interests. However, the involvement of the Sponsors, in light of their respective broader platforms, and the Sponsors’ interests in Pinegrove and the General Partners, may give rise to actual or potential conflicts of interests, and there is no guarantee that such involvement, separate from the impact of any actual or potential conflicts of interests, will ultimately provide a benefit to or be in the best interests of the Funds or their investments. The discussion below also enumerates other actual and potential conflicts of interest that are expected to arise in connection with the Pinegrove business in general. These conflicts of interest do not purport to be a complete list or explanation of all actual or potential conflicts of interest that could arise in connection with an investment in the Funds. Dealing with conflicts of interest is difficult and complex, and it is not possible to predict all the types of conflicts that may arise. Pinegrove will monitor potential conflicts of interest and manage such conflicts of interest with regard to the interests of the Funds and Pinegrove; however, conflicts may not always be resolved in a manner that is favorable to the Funds. For the avoidance of doubt, Pinegrove is not required to and generally does not expect to seek consent or approval of a Fund’s advisory committee to manage the conflicts of interest described herein or other potential conflicts of interest that may arise from time to time unless required by applicable law or such Fund’s Governing Documents. By acquiring an Interest in a Fund, each Limited Partner will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and, to the extent permitted by applicable law, to have waived any and all claims with respect to the existence of any such conflicts of interest and any actions taken or proposed to be taken in respect thereof. To the extent that prospective Investors would benefit from an independent review, such benefit is not available through a Fund’s counsel or through the General Partners, Pinegrove, or any of their affiliates. Prospective Investors are encouraged to seek the advice of independent legal counsel in evaluating the conflicts involved in the offering and operation of a Fund.

Considerations Relating to Sponsors’ Ownership of, and the Sponsors’ and Pinegrove Adviser’s Involvement in, the Pinegrove Business Relationship with the Sponsors The Sponsors indirectly control Pinegrove and have governance rights pursuant to their participation on a board of managers of the Parent Company, which membership consists of two managers appointed by Brookfield, two managers appointed by HRTG Partners, one managing partner of Pinegrove Adviser, one managing partner of Pinegrove Venture Partners and any other Person jointly appointed by the Sponsors. The Sponsors, acting through the board of managers, delegate authority for the day-to-day management of Pinegrove’s affairs to the operating committee of Pinegrove (the “Operating Committee”) and retain the ability to modify the delegation of authority as well as the power to terminate the chief executive officer of Pinegrove at their election. The Sponsors are not voting members of the investment committee of a Fund, but any member of the investment committee of a Fund selected by the Operating Committee must be approved by the board of managers. Moreover, the Sponsors provide working capital for Pinegrove, are making certain capital commitments to the Funds, and may make sizeable commitments to New Funds. Moreover, the Sponsors are entitled to receive their share of Management Fee distributions in accordance with the governing documents of Pinegrove’s direct and indirect parent entities. Similarly, one or more funds managed by Pinegrove Adviser are entitled to receive certain Carried Interest and Management Fee distributions in accordance with the governing documents of the General Partners and Pinegrove’s direct parent entity. In determining whether to pursue a particular opportunity on behalf of a Fund, Pinegrove may be incentivized to consider Pinegrove’s ongoing relationship with the Sponsors and Pinegrove Adviser. In addition, the Funds may invest or enter arrangements with institutions, corporations, and advisors that the Sponsors have long-term relationships with (the “Sponsor Relationships”), and the relationship with the Sponsors may influence the decisions made by the General Partners with respect to such investments. Moreover, certain investments targeted by a Fund may choose not to engage in a transaction with the Fund due to Pinegrove’s relationships with the Sponsors and/or Pinegrove Adviser (e.g., if one or both Sponsors or Pinegrove Adviser is a competitor to the fund manager of a target investment). In such a case, Pinegrove’s ability to acquire information on targeted investments and to consummate transactions may become limited due to its relationship with the Sponsors and/or Pinegrove Adviser. Relationship with Pinegrove Adviser Pinegrove is affiliated through common ownership with Pinegrove Adviser (together with the Sponsors, the “Material Related Persons”). As part of the acquisition of Pinegrove by the Sponsors, Pinegrove Adviser is entitled to receive certain carried interest and management fee distributions from Pinegrove in respect of certain of the Funds. Moreover, certain management personnel of Pinegrove Adviser are eligible to receive Carried Interest and Management Fee distributions from the Funds. In addition, one or more Funds sponsored by Pinegrove and certain Pinegrove personnel have made capital commitments to Pinegrove Adviser’s initial fund.

General Conflicts of Interest with the Sponsors and Pinegrove Adviser The Material Related Persons and their respective affiliates conduct and will continue to conduct their existing business, which may compete, directly or indirectly, with the business of Pinegrove and/or the Funds. The Material Related Persons are not restricted in the scope of their respective business or in the performance of any services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether such conflicts are described herein. Moreover, neither of the Sponsors are considered “Affiliates” of Pinegrove or the General Partner for purposes of the Governing Documents or offering materials, and therefore none of the provisions regarding conflicts and transactions with affiliates apply to the Sponsors. Additionally, the Material Related Persons are under no obligation to recuse themselves from any decision involving a conflict of interest between Pinegrove and the Material Related Persons’ respective businesses, and the Material Related Persons have no fiduciary obligation to the Funds or any of the Limited Partners with respect to any decision at either the Pinegrove or Fund level. The Material Related Persons each have funds, vehicles, and/or accounts as well as other long-term relationships with a considerable number of institutions and corporations and their advisors (“Related Person Relationships”). These Related Person Relationships (or their portfolio companies or Underlying Funds) may pursue, hold, or may have held investments like the investments intended to be made by the Funds, including certain investments that may represent appropriate investment opportunities for the Funds. These Related Person Relationships may compete with the Funds for investment opportunities. In addition, the Material Related Persons’ portfolio companies or Underlying Funds could invest in assets that compete with assets held by the Funds or an Underlying Fund for market share or other matters, or that invest in the same portfolio companies (or seek the same investment opportunities) as the Underlying Funds. The Material Related Persons will continue to maintain such Related Person Relationships. Pinegrove expects to benefit from (a) Brookfield’s global network of assets and companies, experience navigating marketing cycles, expertise in fundamental company valuation (specifically private equity and technology investments), lower cost of capital, and business building acumen that Pinegrove believes will help it source, structure, underwrite, and manage investments, and (b) HRTG Partners’ distinctive technology investment expertise (direct and fund investments), network and relationships, and business building success. However, due to the Sponsors’ economic ownership and governance rights in respect of Pinegrove and because of the Material Related Persons’ ongoing business relationships with Pinegrove, the General Partners and/or Pinegrove may take into account the interests of the Material Related Persons and other facts in connection with its management of the affairs of the Funds and their affiliates that they would not necessarily take into account if the Material Related Persons did not have such ongoing business relationships with respect to the General Partners and Pinegrove. For instance, in determining whether to pursue a particular opportunity on behalf of a Fund, a General Partner may be incentivized to consider the Related Person Relationships due to its ongoing relationship with the Material Related Persons. In addition, the Funds or an Underlying Fund may invest or enter arrangements with Related Person Relationships in particular investments, and the relationship with such persons may influence the decisions made by the General Partners with respect to such investments. Moreover, certain investments targeted by a Fund may choose not to engage in a transaction due to Pinegrove’s relationships with the Material Related Persons (e.g., if one or both Sponsors is a competitor to the fund manager of a target investment). In such a case, Pinegrove’s ability to acquire information on

targeted investments and to consummate transactions may become limited due to its relationship with the Material Related Persons. Information Sharing Other than certain information about underlying venture capital fund and portfolio company performance, which information Pinegrove will not share with anyone outside of Pinegrove’s investment management teams, Pinegrove shares and receives information with certain Material Related Persons. The flow of information between Pinegrove and each Material Related Person varies and is subject to different limitations, which may restrict Pinegrove and its affiliates, including the Funds, from engaging in certain activities. For example, Pinegrove shares and receives information with and from HRTG Partners and Pinegrove Adviser, which includes information about potential investment opportunities and HRTG Partners’ or Pinegrove Adviser’s business, among other things, and as a result, Pinegrove and its personnel are subject to HRTG Partners’ and Pinegrove Adviser’s watchlist for restricted securities. As a consequence of Pinegrove and its personnel being subject to HRTG Partners’ and Pinegrove Adviser’s watchlist for restricted securities and Pinegrove’s and its personnel’s inability to use material nonpublic information or other confidential information for investment purposes under applicable securities laws and/or Pinegrove’s internal policies and procedures, the ability of a Fund to acquire or sell securities of certain issuers could be impaired as a result of this arrangement, and such restrictions will apply regardless of whether Pinegrove and/or any of its personnel do, in fact, receive any such material nonpublic or other confidential information from HRTG Partners and Pinegrove Adviser, as knowledge of such information will be imputed to Pinegrove and Pinegrove personnel under Pinegrove’s policies. The foregoing restrictions could potentially limit the investment opportunities of the Funds, and there can be no assurance that a Fund will be able to acquire, liquidate or exit an opportunity in the same manner or on the same timing as would be the case if such restrictions did not apply. As a result of the foregoing, such Fund may be adversely affected because of Pinegrove’s inability or unwillingness to participate in transactions that may violate applicable policies, laws, or regulations, or by remedies imposed by any regulators or governmental bodies. For additional information, see “Material Non-Public Information; Trading Restrictions; Information Not Made Available” in Item 11 below. The arrangement among Pinegrove, HRTG Partners and Pinegrove Adviser may be modified at any time (without the approval of or notice to the Limited Partners or the Funds’ advisory committees) and such modification could include the implementation of an information barrier, similar to that described below, that would restrict the sharing of information among Pinegrove, HRTG Partners and Pinegrove Adviser. On the other hand, to limit the potential restrictions on Brookfield and Pinegrove (including the Funds), there is an information barrier in place pursuant to which Brookfield and Pinegrove manage their investment operations independently of each other and do not share information relating to investment activities. The presence of such barrier may limit the benefits Pinegrove expects to receive from the relationship with Brookfield as described above. Pinegrove and Brookfield may in the future evaluate the scope and necessity of such practice and decide to adjust or fully remove such information barrier in their own discretion (without the approval of or notice to the Limited Partners or the Funds’ advisory committees). In the absence of such information barrier, Pinegrove and the Funds may become subject to similar restrictions and risks as described in the preceding paragraph.

In addition, any breach (including an inadvertent breach) of the information barrier and related internal controls by Pinegrove and/or Brookfield personnel could result in Pinegrove sharing and receiving information with and from Brookfield about potential investment opportunities and Brookfield’s business, among other things. As a result, Pinegrove and its personnel will be subject to Brookfield’s policies related to the use of material non-public information. Additional significant adverse impacts on the Funds could arise from breaches of the information barrier, or from a breach to the policies and procedures in place with respect to Pinegrove being subject to HRTG Partners’ and Pinegrove Adviser’s watchlist for restricted securities, including, among other things, potential regulatory investigations and claims for securities laws violations in connection with the Funds’ direct and/or indirect investment activities. These events could have adverse effects on Pinegrove’s reputation, result in the imposition of regulatory or financial sanctions, and negatively impact Pinegrove’s ability to provide investment management services, all of which could result in negative financial impact to the Funds’ investments. While Pinegrove, on the one hand, and HRTG Partners and Pinegrove Adviser, on the other hand, will share information as described in the paragraph above, this is no guarantee that either HRTG Partners or Pinegrove Adviser will share information that is valuable to Pinegrove’s investment strategy. For the avoidance of doubt, neither HRTG Partners nor Pinegrove Adviser will have any obligation to source or offer investment opportunities to the Funds or otherwise provide any specific references or information to the Funds and/or Pinegrove, and neither HRTG Partners nor Pinegrove Adviser will have any responsibility and/or obligation to Pinegrove, the Funds or any of the Limited Partners for any of the functions described above. As noted above, each of HRTG Partners and Pinegrove Adviser may pursue investment opportunities not available to the Funds and/or compete with the Funds in respect of certain investment opportunities. Furthermore, Pinegrove may take positions, give advice, or provide recommendations to the Funds that are different, and potentially contradictory to, those which are taken by, or given or provided by, HRTG Partners and/or Pinegrove Adviser. In addition, as a result of different investment objectives, views and/or interests in investments, it is expected that HRTG Partners and Pinegrove Adviser will manage certain of their advisory clients’ interests in a way that is different from the Funds’ interests (including, for example, by investing in different portions of an issuer’s capital structure, short selling securities, voting securities or exercising rights they hold in a different manner, and/or selling their interests at different times than the Funds), which could adversely impact the Funds’ (direct and/or indirect) interests. The Funds, on the one hand, and advisory clients of HRTG Partners and Pinegrove Adviser, on the other hand, will in certain cases have divergent interests, including the possibility that the Funds’ interests are subordinated to the interests of the advisory clients of HRTG Partners and Pinegrove Adviser or are otherwise adversely affected by the involvement of advisory clients of HRTG Partners and Pinegrove Adviser in and actions related to an investment. Although there may be some degree of overlap in investment strategies and investments pursued by the Funds (directly and indirectly) and funds, vehicles and/or accounts managed by Brookfield, Pinegrove and Brookfield do not coordinate, consult, or share information with each other with respect to investment activities and/or decisions and will manage their investment operations independently of each other. This absence of coordination and consultation will in some respects mitigate conflicts of interest between the Funds and advisory clients of Brookfield; however, these same factors also will give rise to certain conflicts and risks in connection with Pinegrove’s and Brookfield’s investment activities, and make it more difficult to mitigate, ameliorate or avoid such situations. For example, because Pinegrove and Brookfield do not coordinate or consult with each

other about investment activities and/or decisions, and neither Pinegrove nor Brookfield is subject to any internal approvals over its investment activities and decisions by any person who would have knowledge and/or decision-making control of the investment decisions of the other, advisory clients of Brookfield will be entitled to pursue investment opportunities that are suitable for the Funds, but which are not made available to the Funds. The Funds, on the one hand, and advisory clients of Brookfield, on the other hand, are expected to compete, from time to time, for the same investment opportunities. Such competition could, under certain circumstances, adversely impact the purchase price of a Fund’s (direct and/or indirect) investments. The potential conflicts of interest described herein are expected to be magnified because of the lack of information sharing and coordination between Pinegrove and Brookfield. The Funds’ investment teams are not expected to be aware of, and will not have the ability to manage, such conflicts. This will be the case even if they are aware of Brookfield’s investment activities through public information. Each of the Material Related Persons and Pinegrove are expected to independently pursue investment opportunities. As a result of different investment objectives, views and/or interests in investments, a Material Related Person may decide to pursue an investment opportunity for themselves that Pinegrove determines is not suitable for the Funds, even if the investment opportunity was originally sourced by Pinegrove. Such investment opportunities may prove to be profitable, and the Material Related Person could earn a return on such investment. The Funds will not be entitled to any interest in such investment opportunities, and such investment opportunities may also compete with the Funds’ investments and portfolio companies. For the avoidance of doubt, Pinegrove will not have any obligation to source or offer investment opportunities to the Material Related Persons or otherwise provide any specific references or information to Material Related Persons. Management Fee and Carried Interest. The Management Fee payable by a Fund to Pinegrove (or an affiliate thereof) and the Carried Interest that a General Partner will be eligible to receive will not be used solely to compensate Pinegrove employees. For example, the Sponsors, one or more funds managed by Pinegrove Adviser and SVB Financial Group (including its successor-in-interest) receive certain Carried Interest and/or Management Fee distributions from the Funds, and certain management personnel of Pinegrove Adviser are eligible to receive Carried Interest and Management Fee distributions from the Funds, in each case, in accordance with the governing documents of the General Partners and Pinegrove’s direct and indirect parent entities. Allocation of Personnel. The General Partners and Pinegrove will devote such time as they deem necessary to conduct the business affairs of the Funds in an appropriate manner. However, the various teams and personnel working on a Fund will also work on matters related to other Funds. Accordingly, conflicts may arise in the allocation of personnel among the Funds. For example, certain of the investment professionals who are expected to devote their business time to a Fund may in the future be also contractually required to, and will, devote substantial portions of their business time to the management and operation of other Funds and such circumstances may result in conflicts of interest for such portfolio managers and/or other personnel who are in a similar position. Investments with Related Parties. In certain circumstances, a Fund could invest in companies in which a Material Related Person holds an equity or debt position or in which a Material Related Person invests (either in equity or debt positions) after such Fund’s investment. For example, from time to time, a Material Related Person may: (a) enter into a joint transaction with a Fund; (b) in their discretion, invest alongside a Fund in order to facilitate an investment (e.g., to the extent there is

excess capacity or to facilitate compliance with specific legal, regulatory or similar requirements); (c) be borrowers of certain investments or lenders in respect of a Fund; and/or (d) invest in different levels of an issuer’s capital structure. Any restrictions in the Governing Documents that relate to transactions with Affiliates do not apply with respect to transactions with the Sponsors or investments in portfolio companies or assets in which a Sponsor or a Sponsor fund has invested or will invest. As a result of the various conflicts and related issues described herein, a Fund could sustain losses during periods in which a Material Related Person or its fund achieves profits generally or with respect to particular investments or could achieve lower profits or higher losses than would have been the case had the conflicts described herein not existed. Pinegrove and the Material Related Persons may invest in a broad range of asset classes throughout the corporate capital structure of an investment, which may include debt positions (either junior or senior to a Fund’s positions) and equity securities (either common or preferred). It is possible that a Fund or investment will hold an interest in one part of a company’s capital structure while another Fund, a Material Related Person and/or a fund managed by a Material Related Person, or portfolio company of one of the foregoing holds an interest in another part of such company’s capital structure. In situations where such company or property is experiencing distress or bankruptcy, such conflicts of interest will be exacerbated. In such scenarios, another Fund, a Material Related Person, and/or a fund managed by a Material Related Person could hold interests that are more senior in priority to that of such Fund and could seek to take over such company or property. In such circumstance, the other Fund, Material Related Person, and/or a fund managed by a Material Related Person that participates in such asset could take actions that are adverse to the interests of such Fund. Alternatively, a Fund could make an investment in an asset in which another Fund, a Material Related Person and/or a fund managed by a Material Related Person invests and such asset may already be experiencing (or may in the future experience) distress or bankruptcy. The Fund could foreclose on the underlying asset and, as a result, become the equity owner of such asset. Such Fund or may, or may not, be successful in managing it out of such distress. The conflicts between such parties and a Fund or will be more pronounced where the asset is near default on existing loans and such Fund may not have the ability to call additional capital or use reserves or other sources of capital in order to sustain its position in the asset (either because the Fund is out of available commitments or because of other limitations). In this case, another Fund, Material Related Person, and/or a fund managed by a Material Related Person could, for a small investment, obtain a stake in such asset or take over the management of (and risk relating to) such asset to the detriment of such Fund. The interests of the Material Related Persons in certain investments could differ from those of a Fund and could be acquired at various times, at different prices, with a different view (including different investment objectives and other considerations) and be subject to different terms and conditions. Furthermore, to the extent that a Fund acquires an interest in assets or companies after a Material Related Person, it is possible that participation by such Fund could result in a direct or indirect financial benefit to the Material Related Person which would not have otherwise obtained. In addition, the Material Related Person could dispose of their interests in applicable investments at different times and on different terms than a Fund, including in situations where the Material Related Person facilitated such Fund’s investment with a view to reselling their portion of such investment to third-parties following the closing of the transaction (which could, in certain situations, result in the Material Related Person receiving compensation for (or related to) such sale) or where the Material Related Person seek to reallocate capital to other opportunities, de-risk of exposures, or otherwise

manage their investments differently than a Fund, which could have an adverse effect on the value and/or liquidity of such Fund’s investment. In any such circumstances, the Material Related Person will likely sell interests at different values, and possibly higher values, than a Fund will be able to when disposing of the applicable investment. Where a Fund invests alongside a Material Related Person, such Fund may desire to manage its investment differently than the Material Related Person but may be restrained from doing so because of the Material Related Person. In situations in which a Material Related Person holds an interest in an investment that differs from that of a Fund, conflicts of interest will arise in connection with, among other things, the following: (i) the nature, timing and terms of investments made by the Material Related Person on one hand and such Fund on the other hand, (ii) the allocation of control and other governance rights among the Material Related Persons or such Fund, (iii) the strategic objectives or timing underlying the investments of the Material Related Persons or such Fund (iv) differing disposition rights, views and/or needs for all or part of an investment, and/or (v) resolution of liabilities in connection with an investment among the Material Related Persons or such Fund. These conflicts result from a range of factors, including, among other things, investments in different levels of the capital structure, different measurements of control, different risk profiles, different rights with respect to disposition alternatives, different investment objectives, strategies and horizons and different target rates of return as well as rights in connection with co-investors. As noted above, from time to time the Funds, a Material Related Person and/or funds managed by the Material Related Person could, in certain circumstances, invest in different classes or types of securities of the same company (or other assets, instruments or obligations issued by such company) or otherwise on different terms thereby creating divergent interests. For example, if the company or asset experiences financial distress, bankruptcy or a similar situation, a Fund’s interest may be subordinated or otherwise adversely affected by virtue of a Material Related Person or their respective affiliate’s involvement and actions relating to its investment to the extent such interest is more senior to, or has different contractual rights than, such Fund’s position. In these situations, considering its relationships with the Material Related Persons, Pinegrove will face conflicts in managing such Fund’s investment with a view to maximizing its value and, in connection therewith, pursuing or enforcing rights or activities. At all times, Pinegrove will seek to treat each Fund fairly, equitably, and consistent with its investment mandate in pursuing and managing investments. However, these factors could result in a Fund’s and the Material Related Persons’ interests being managed differently under certain circumstances and such Fund realizing different returns (including, lower returns) on its investment than the Material Related Persons on theirs. In addition, the Material Related Persons will advise themselves with respect to different parts of the capital structure of an investment. As a result, the Material Related Persons could pursue or enforce rights or activities, or refrain from pursuing or enforcing rights or activities, with respect to a particular investment in which a Fund has invested. Such Fund or investment could be negatively affected by these activities, and the Fund’s transactions may be executed at prices or terms that may be less favorable than would otherwise have been the case. In addition, in the event that the Material Related Persons hold voting securities of an issuer in which a Fund holds loans, bonds, or other credit-related securities, the Material Related Persons may have the right to vote on certain matters that could have an adverse effect on the positions held by such Fund. Pinegrove may be deemed an affiliate of or a member of a group with the Material Related Persons

under certain securities laws, and to the extent funds managed by the Material Related Persons and Pinegrove hold positions in one or more of the same issuers, Pinegrove, Pinegrove or the relevant Sponsor(s) may need to aggregate such investment holdings with the investment holdings of such Material Related Person or of Pinegrove, respectively, for certain securities laws purposes (including complying with reporting obligations under Section 13 of the Exchange Act and the reporting and short-swing profit disgorgement obligations under Section 16 of the Exchange Act). As a result of the foregoing, the General Partners or Pinegrove may restrict, limit, or reduce the amount of a Fund’s investment. In addition, certain of the investments may become subject to legal or other restrictions on transfer following their acquisition. Additionally, Pinegrove or the General Partners may determine not to engage in certain transactions or activities which may be beneficial to the Funds because engaging in such transactions or activities in compliance with applicable law would result in significant cost to, or administrative burden on, Pinegrove or the General Partners or create the potential risk of trade or other errors. Allocation of Costs and Expenses. In the ordinary course, Pinegrove is required to decide which Fund will bear costs and expenses and other fees charged by third-party service providers) and/or whether such costs and expenses should be allocated among the Funds. These costs and expenses include organizational expenses, operating expenses and expenses charged to investments, including (among others) fees, costs, and expenses payable to service providers, including third-party service providers. Pinegrove expects to allocate costs and expenses to or among the Funds that benefit from such costs and expenses in a fair and reasonable manner using its good faith judgment, which is inherently subjective. Additional detail regarding costs and expenses is set out, among others, in the “Service Providers” and “Insurance” subsections in Item 10. Pinegrove generally will utilize one or more methodologies (that it determines, in its sole discretion, to be fair and reasonable) to determine (i) the costs and expenses relating to a particular service (that are not otherwise provided pursuant to a fixed rate) and (ii) the allocation of costs and expenses (including, among others, fees charged by third-party service providers) among the Funds. These methodologies include one or more of the following: (i) quarterly, semi-annual, annual or other periodic estimates (including budgetary estimates) of (A) the amount of time spent by or to be spent by employees on provision of a service to one or more Funds, and/or (B) the level of effort required to provide a particular service relative to other services provided by the same employees (for instance, costs and expenses relating to financial reporting services could be allocated based on the estimated level of effort required for audited versus unaudited financial statements), and the General Partners are not required to subject such estimates to true-up once the relevant costs or expenses have been completed; (ii) the relative size (e.g., value or invested equity), number, output, complexity and/or other characteristic relating to the Funds, investments and/or potential investments to which the services relate; (iii) where services are provided by groups of employees, utilization of blended compensation rates across such employees; and/or (iv) any other methodology deemed fair and reasonable by Pinegrove in determining (and/or estimating) the cost and expenses relating to the provision of a particular service. The methodologies that Pinegrove utilizes to determine the costs and expenses (including, among others, fees charged by third-party service providers) relating to a particular service and the allocation of costs and expenses among the Funds are expected to vary based on the particular facts and circumstances of each situation (including potentially analogous situations) and over time, and as such there will be some degree of variation in the manner in which situations are addressed (including similar situations over time). As a result of the foregoing, there can be no assurance that

any such determination will accurately reflect the actual cost of a service in any particular situation, that Pinegrove’s own interests won’t influence its determination, and/or that a different methodology would not have also been fair, reasonable and/or yield a different (including more accurate) result. Moreover, it is possible that a Fund and/or its investments or potential investments could be allocated a larger portion of costs and expenses relating to one or more services, including services provided by other Funds and/or services that are provided to such Fund and other Funds(s), than they otherwise would have if Pinegrove did not face the conflicts of interest considerations discussed herein. Among other things, the determination of cost and expenses will be based on estimates (which are inherently subjective) and/or blended rates determined by blending and averaging employee costs. As a result, there can be no assurances that the amounts charged by Pinegrove to a Fund and/or its investments for any service will not be greater (or lower) than the amount that would be charged had Pinegrove determined the costs and expenses relating to the service(s) and/or the allocation of such costs and expenses among the Funds via a different methodology or engaged a similarly-situated third-party service provider to provide the services. Costs and expenses that are suitable for only one Fund (and/or its investments or potential investments) or another Fund (and/or its investments) are expected to be allocated only to such Fund or such other Fund, as applicable. Notwithstanding anything in the foregoing to the contrary, in certain situations costs and expenses are expected to be allocated only to one Fund (and/or its investments) despite the fact that the incurrence of such costs and expenses did not or will not directly relate solely to such Fund and could, in fact, also benefit other Funds or not ultimately benefit such Fund (and/or its investments or potential investments) at all. For example, costs and expenses could be allocated to a Fund in respect of a specific legal, regulatory, tax, commercial and/or other matter, structure and/or negotiation that does not relate solely to such Fund and/or was addressed prior to the launch of such Fund, and Pinegrove could determine to allocate all or a significant portion of such costs and expenses to such Fund based on factors that it deems reasonable in its sole discretion, regardless of the amount of capital raised for and/or number of investors (if any) who ultimately invest in, such Fund in connection with such matter, structure and/or negotiation, and regardless of the extent to which other Funds ultimately benefit from such matter, structure and/or negotiation. Costs and expenses incurred in connection with a matter, structure, and/or negotiation unrelated to a Fund could therefore be allocated to the Fund even if such costs and expenses were incurred prior to the existence of the Fund. Similarly, costs and expenses that are expected to be borne by a particular Limited Partner or a third party could be allocated to the Fund to the extent such costs and expenses are not ultimately charged to or paid by such Limited Partner or third party, including, for example, costs and expenses related to a transfer of an Interest in the Fund, bespoke reporting and/or other arrangements. In certain circumstances, in order to create efficiencies and optimize performance, Pinegrove expects that one or more investments, potential investments, portfolio companies and/or assets of a Fund will share the operational, legal, financial, back-office and/or other resources of another investment, potential investment, portfolio company and/or asset of such Fund and/or other Funds. Pinegrove will determine the costs and expenses as well as the allocation of such costs and expenses among the relevant Funds (and/or their assets) utilizing the methodologies set forth above. Where a potential investment is pursued on behalf of one or more Funds, the Fund(s) that make(s) the investment will be allocated the costs and expenses related to such investment on a pro rata basis based on their proportionate interests in the investment. In the case of a potential investment that is not consummated, Pinegrove expects to allocate the broken deal costs and expenses relating

to such potential investment among the Fund(s) that Pinegrove expected to participate in such investment on a pro rata basis based on their expected proportionate interests in the investment, provided that pro rata interests that were expected to be allocated to (a) other Funds so as to facilitate a closing of the investment (i.e., with the expectation that such interests would be further syndicated to third-party investors post- closing) and (b) potential third-party co-investors that did not agree to bear broken deal costs and expenses, including the Sponsors, will be allocated to the Funds for purposes of allocating such broken deal costs and expenses. In any event, Pinegrove’s allocation of costs and expenses relating to a consummated or unconsummated investment may result in a Fund reimbursing other Funds for costs and expenses, or vice versa, so as to achieve an allocation of such costs and expenses that Pinegrove determines, in its discretion, to be fair and reasonable, as described above. Examples of broken deal costs and expenses include the following: (a) research costs and expenses, (b) fees and expenses of legal, financial, accounting, risk, technology, consulting or other advisers in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, (c) fees and expenses in connection with arranging financing for a particular nonconsummated transaction, (d) travel costs, (e) deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, a particular non- consummated transaction, and (f) other costs and expenses incurred in connection with activities related to a particular nonconsummated transaction. Pinegrove intends to make allocation determinations in its discretion, and it may modify or change its allocation methodologies from time to time to the extent it determines such modifications or changes are necessary or advisable to achieve a fair and reasonable allocation, and such modifications or changes could result in a Fund and/or other Funds bearing less (or more) costs and expenses than it otherwise would have borne without such modifications and/or pursuant to a different allocation methodology. Operating Expenses. A Fund will bear all fees, costs and expenses relating to its operations (collectively, “Operating Expenses”), including those relating to: (a) identifying, sourcing (including any retainers, success, and finder’s fees and other compensation paid to contractors, senior advisors, and sourcing partners), researching, structuring, negotiating, acquiring, making, holding, monitoring, developing, owning, operating, managing, financing, refinancing, selling or potentially selling, restructuring or potentially restructuring, winding- up, terminating, liquidating, or disposing of or valuing investments or potential investments (including due diligence in connection therewith), including legal, accounting, auditing, consulting, appraisal, lodging, travel, transportation, meals, business development, hedging, and other expenses (to the extent not subject to reimbursement), and the attendance at any industry conferences and meetings related to investments or in connection with the evaluation of future investments or specific sectors, geographies, or industries; (b) a proposed transaction or investment by a Fund that is not consummated, including those that would have been allocable to co-investors had such proposed transaction or investment been consummated (for further information regarding broken deal expenses, see “Allocation of Costs and Expenses” above); (c) legal, auditing, consulting (including any business consulting), accounting, back- office services, communication, fund and other administration, those related to the administration of a Fund or its subsidiaries (including both third-party and internal fund administrator services), reporting and other professional and administrative fees, costs and expenses (including any information technology utilized by the Fund or its subsidiaries including any costs relating to data research or other software subscriptions); (d) meetings of a Fund’s advisory committee and meetings of or with any Limited Partner(s) (including accommodation, meal, event, business development and other similar expenses and costs related

thereto but excluding, for the avoidance of doubt, costs and expenses incurred by a particular Limited Partner); (e) the purchase of, and/or premiums, fees, costs and expenses with respect to, insurance for the benefit of a Fund and parties entitled to indemnification with respect to Fundrelated matters or for the benefit of a Fund or any of its investments (including terrorism, property, title, liability (including directors and officers liability and professional liability) and fire insurance and/or extended coverage or other insurance and indemnity expenses); (f) indemnification, and any costs and expenses incurred in connection with any litigation, arbitration, investigation, settlements or reviews or other extraordinary events involving a Fund or its subsidiaries, and the amount of any judgments or settlements paid in connection therewith; (g) borrowings, Guarantees and letters of credit, including interest thereon; (h) Limited Partner matters, including defaults, transfers (including prospective transfers that are not consummated) and Side Letter administration; (i) depositary, custodian, paying agent, trustee, rating agent, transfer agent and similar services, including brokerage commissions, custodial expenses, appraisal fees and other similar costs; (j) anti-bribery and corruption, anti-money laundering or “know your customer” compliance, tax diligence expenses and/or related procedures (including in relation to the initial onboarding and admission of Limited Partners), those related to compliance with privacy laws, rules or regulations of any applicable jurisdiction, including the GDPR, and those incurred with assisting Limited Partners responding to FOIA requests; (k) government and regulatory filings (including Form PF and those relating to the Alternative Investment Fund Managers Directive, but excluding Form ADV); (l) the alternative investment fund manager and/or the General Partner (including amounts and fees paid to the alternative investment fund manager, or any other management entity for management and other services provided to a Fund or any other partnership or legal entity); (m) the preparation and circulation of drawdown notices and distribution notices (including fees, expenses and costs of service providers related thereto), the maintenance of a Fund’s books of account and the preparation of reports to the Partners, the preparation of audited or unaudited financial statements required to implement the provisions of the Governing Documents or by any governmental authority with jurisdiction over a Fund (including those of independent auditors, accountants and counsel), tax returns, the costs and expenses of preparing Schedule K-1s and K-3s, as applicable or other similar schedules, including the costs incurred to provide such reports and expenses relating to protecting the confidential or non-public nature of any information or data and other routine administrative fees, costs and expenses of a Fund or its subsidiaries; (n) liquidating or restructuring a Fund, the General Partner and/or Pinegrove; (o) cash management expenses (including treasury and hedging services and transactions and costs resulting from the conversion of any investment proceeds to the currency of distribution) and insurance and legal expenses; (p) form agreements used to facilitate investments by co-investors alongside a Fund; (q) any taxes, expenses, penalties or liabilities of a Fund that are not borne by one or more Limited Partners (e.g., taxes, expenses, penalties or liabilities not allocable to or indemnifiable by any Limited Partner), including taxes, interest, fees, penalties and other governmental or regulatory charges imposed on or payable by such Fund, including in connection with any tax filing, tax audit, investigation, settlement or review of the Fund; (r) the General Partner or its designee in its capacity as the Fund’s Tax Matters Representative; and (s) other SPVs through which investments and/or interests in Underlying Funds are held or managed, including costs associated with establishing, administering, managing, winding up and dissolving such entities and maintaining a permanent residence in certain jurisdictions (but not including the jurisdiction of Pinegrove’s principal office) (in each case, such as rent for office space, related overhead, board of directors’ expenses and employee salaries and benefits). For the avoidance of doubt, Operating Expenses will include, and a Fund shall bear, all such

expenses whether incurred by, on behalf of or in connection with any investment, alternative investment vehicle, SPV, holding vehicle or feeder fund formed by Pinegrove (including the formation expenses of alternative investment vehicles, SPVs and holding vehicles), other than taxes that are treated as distributed to a Partner pursuant to the Governing Documents. Pinegrove will be responsible for and pay its own ordinary course operating expenses, including rent, salaries, furniture, fixtures, office equipment and overhead related to Fund management (but not, for the avoidance of doubt, related to any other items, including fund operations, portfolio company management, administrative services related thereto (e.g., corporate secretarial and governance services)). The amount of such Operating Expenses will be substantial and will reduce the actual returns realized by Limited Partners on their investment in a Fund and the amount of capital available to be deployed by a Fund in investments. The list of Operating Expenses above encompasses a broad range of expenses but is not exhaustive; additional and/or new costs and expenses are expected to arise over time. Operating Expenses also includes both recurring items as well as extraordinary expenses which may be hard to budget or forecast. As a result, the amount of Operating Expenses borne by a Fund at any one time may also exceed expectations. See additional detail regarding (i) the allocation of costs and Operating Expenses in “Allocation of Costs and Expenses” above, and (ii) the allocation of costs relating to co-investments, including co-investment broken deal and related costs in “Co-Investment Expenses” above. The list of Operating Expenses included in the applicable Governing Documents and herein is based on Pinegrove’s current expectations of the types of costs and expenses to be incurred by the Funds. Additional and/or new costs and expenses are expected to arise over time and Pinegrove will allocate such costs and expenses to the Funds (or among a Fund and other Funds) as it determines, in its discretion, to be fair and reasonable. In addition, although organizational expenses are subject to a cap, certain costs and expenses that are to be borne as Operating Expenses, which are not subject to a cap, include costs and expenses related to organizational matters, such as costs and expenses relating to distributing and implementing applicable elections pursuant to any “most favored nations” clauses in Side Letters, and fees, costs and expenses of antibribery and corruption, anti-money laundering and/or “know your customer” compliance, tax diligence expenses and costs and expenses of ongoing related procedures. Pinegrove has engaged a compliance consulting firm and could engage similar firms to provide services in connection with its investor relations operations, including the review of diligence and marketing materials; such costs and expenses incurred in relation to the formation and organization of a Fund will be treated as an organizational expenses subject to the cap set forth in the Governing Documents, and thereafter in respect of the ongoing operation or administration of a Fund will be treated as Operating Expenses. Shared Resources. In certain circumstances, to create efficiencies and optimize performance, one or more investments of a Fund may determine to share the operational, legal, financial, back-office or other resources of another investment or portfolio company of another Fund or an investment or portfolio company of Pinegrove. In connection therewith, the costs and expenses related to such services will be allocated among the relevant entities on a basis that Pinegrove determines in good faith is fair and equitable (but which will be inherently subjective). These types of arrangements will not require consent of the advisory committee. Determining an allocable share of internal and other costs, or otherwise allocating costs, inherently requires the judgment of Pinegrove and there can be no assurance that a Fund will not bear a disproportionate amount of any costs, including

Pinegrove’s internal costs. In addition, it is possible that a portfolio company may be in the business of providing services that are, or could be, utilized by another investment or portfolio company. In this situation, Pinegrove may determine that one or more investments use the other portfolio company’s services, even where these services were previously provided to a portfolio company from a third party. Travel Expenses. The Funds will reimburse the General Partners and their affiliates for out- ofpocket travel expenses, including air travel (generally business class), car services, meals and hotels (generally business or luxury class accommodations), incurred in identifying, evaluating, sourcing, researching, structuring, negotiating, acquiring, making, holding, developing, operating, managing, selling or potentially selling, restructuring or otherwise disposing of the Funds’ proposed or actual investments (including fees for attendance of industry conferences, the primary purpose of which is sourcing investments), in connection with the formation, marketing and offering of the Funds and otherwise in connection with the business of the Funds. In addition, travel expenses incurred in the formation, marketing and offering of the Funds will be considered organizational expenses. Service Providers. In managing business activities, Pinegrove and Pinegrove investments will utilize and rely on various independent service providers, including attorneys, accountants, fund administrators, consultants, advisors, deal sources, lenders, brokers, and outside directors. Pinegrove expects to rely on these service providers’ independence from Pinegrove for various purposes, including (among other things) audits as well as transaction related services, benchmarking analyses, fairness and similar opinions of value, and/or verification of arm’s length terms, in each case designed to facilitate resolution of conflicts of interest considerations relating to transactions between the Funds and/or investments with Pinegrove and/or other Funds and/or investments. The engagement of common providers for the Funds and their investments and the related fee discount arrangements give rise to certain potential conflicts of interest. For example, as a result of these arrangements, Pinegrove will face conflicts of interest in determining which providers to engage on behalf of a Fund and its investments and when to engage such providers, including an incentive to engage certain providers for a Fund and its investments because it will result in the maintenance or enhancement of a discounted fee arrangement that benefits Pinegrove, other Funds and their investments. Notwithstanding these conflicts considerations, Pinegrove will make these determinations in a manner that it believes is in the best interests of the Funds and their investments considering all applicable facts-and-circumstances. In the normal course, common providers (e.g., law firms) will staff engagements based on the needs of the engagement and charge such staff’s then-applicable rates, subject to any negotiated discounts. While these rates will be the same as the rates such providers would charge Pinegrove for the same engagement, Pinegrove engages providers for unique needs than the Funds and/or their investments, and the total fees charged for different engagements are expected to vary. In addition, because of the foregoing, the overall rates paid by a Fund and its investments over a period to a common provider could be higher (or lower) than the overall rates paid to the same provider by Pinegrove, other Funds, and their investments. These relationships, activities and discounts described herein are part of normal course business operations and are not considered additional fees received by Pinegrove that would offset or otherwise reduce the fees (including management fees) owed by the Funds and/or investments to Pinegrove.

Notwithstanding these relationships and/or activities with service providers, Pinegrove established policies and procedures designed to address these conflicts of interest considerations and to ensure that its personnel select service providers for Pinegrove, the Funds and investments that they believe are appropriate for and in the best interests of Pinegrove, the Funds and/or investments (as the case may be) in accordance with Pinegrove’s legal and regulatory obligations. Warehoused Investments. The Sponsors from time to time purchase one or more warehoused investments on behalf of the Funds. Although the Sponsors are expected to sell such warehoused investment to the applicable Fund either prior to or following the Fund’s initial closing for a purchase price equal to cost plus interest and fees and expenses incurred by the Sponsors and the Underlying Funds or portfolio companies, as applicable, prospective Investors should not rely on the fact that such transfers will occur. Among other things, the Underlying Fund or portfolio company, as applicable, may decline to consent to such transfer of the warehoused investment. Moreover, neither the General Partners nor Pinegrove makes any representations regarding the attractiveness of such warehoused investments. Certain conflicts of interest are inherent in the foregoing transactions between the Sponsors and the Funds, including in respect of the terms of the agreement between the Sponsors and a Fund regarding the sale of the warehoused investment (including as to representations, warranties, indemnities, and remedies therein). In addition, where the Sponsors acquire a warehoused investment for a Fund, the Fund will generally be obligated to purchase such warehoused investment from the Sponsors regardless of any subsequent events affecting the value of such asset or deficiencies in such warehoused investment discovered after its acquisition by the Sponsors. Although the prices at which warehoused investments are expected to be acquired by the Funds will be determined as described above, (a) such prices may not be as favorable as those in a negotiated transaction with a third party and (b) under certain circumstances, such prices may be adjusted to reflect significant events relating to any warehoused investment. Moreover, the Funds will acquire the warehoused investments through privately negotiated transactions with the Sponsors, in which prior due diligence may be limited and the persons controlling the Funds may be conflicted in such transactions. As a result, there is no guarantee that the terms of such transactions will be as favorable as those that could be obtained from a third party or that the properties and interests that will comprise the warehoused investments will not carry with them undisclosed liabilities, which could have a material adverse effect on the value of the Funds. Insurance. The General Partners may cause the Funds to purchase, and/or bear premiums, fees, costs and expenses (including premiums, costs, expenses and/or fees of affiliates and non- affiliates for insurance coverage and for placement and administration of insurance coverage) with respect to, insurance for the benefit of the Funds, the General Partners, Pinegrove and their employees, affiliates, agents and representatives as well as advisory committee members and other indemnified parties with respect to Fund-related matters (including directors and officers liability insurance, errors and omissions insurance, and any other insurance which a General Partner determines to be required or market standard), or for the benefit of a Fund or any of its investments with respect to investment-related matters. Side Letters. A General Partner, on behalf of a Fund, will from time to time enter into Side Letters with one or more Limited Partners which have the effect of establishing rights under, or, subject to applicable law, altering or supplementing the terms of the Governing Documents or such Limited Partner’s Subscription Agreement, including with respect to (a) excuse from particular investments;

(b) additional or different reporting or notice obligations of a Fund; (c) transfer to affiliates and other parties; (d) co-investment opportunities; (e) withdrawal rights under certain limited circumstances; (f) consent rights to certain amendments to the Governing Documents; (g) limits on indemnification obligations; (h) special economic terms; (i) “most favored nations” rights (subject to certain exceptions); (j) the right to cease making capital contributions under certain limited circumstances; (k) tax structuring or (l) any other matters described therein. As a result of such Side Letters, certain Limited Partners may receive additional benefits (including expanded informational rights, preferential economic terms, preferential co-investment rights, excuse rights with respect to certain investments or “most favored nations” rights (subject to certain exceptions)) which other Limited Partners will not receive or have the ability to review. Although any rights or terms established in a Side Letter with a Limited Partner are intended to govern solely with respect to such Limited Partner, such rights or benefits may, by altering the terms of the Governing Documents or requiring the consent of a Limited Partner for certain investments and other actions, materially impact a Fund and other Limited Partners. For example, if a General Partner or one of its affiliates enters into a Side Letter entitling a Limited Partner to opt out of a particular investment or withdraw from a Fund, any election to opt out or withdraw by such Limited Partner may increase the pro rata Interest of the Limited Partners in that particular investment or all future investments, which may have an adverse effect on the investment results of such other Limited Partners; notwithstanding the foregoing, such an election to be excused from an investment or withdrawn by a Limited Partner would not increase the commitments to a Fund of any of the other Limited Partners, though it may increase such other Limited Partners’ exposure to investments after such withdrawal. Except as required by applicable law, a General Partner may not be required to notify any or all Limited Partners of any such Side Letters or other agreements or any of the rights or terms or provisions thereof, and may not be required to offer such additional or different rights or terms to any or all Limited Partners. In addition, a General Partner may enter into agreements with one or more Limited Partners involving a Limited Partner’s broader relationship with Pinegrove, which may include one or more strategies in addition to a Fund’s strategy and/or certain co-investments alongside such Fund. Such an agreement may contain terms and conditions applicable to such Limited Partner that would not apply to a Limited Partner’s investment solely in a Fund. Such an agreement may involve an investor agreeing to make a commitment to multiple Funds and/or receiving access to certain coinvestment opportunities alongside a Fund and/or other Funds, and may include Pinegrove granting certain preferential terms to such Limited Partners, including blended fee and carried interest rates that are lower than those applicable to the Fund when applied to the entire strategic partnership. Other Limited Partners will not receive disclosure of the terms of such agreements or the right to benefit from them. A General Partner, on behalf of a Fund, may enter such Side Letters with any Limited Partner as the General Partner may determine in its discretion at any time. Accordingly, the other Limited Partners will have no recourse against a Fund or any of its respective affiliates if certain Limited Partners receive additional or different rights or terms because of such Side Letters. The Funds will bear the expenses of administering Side Letters and other Limited Partner specific requests. Additionally, a General Partner and Pinegrove may agree to waive (or otherwise modify) certain Management Fee payments in respect of Limited Partners who are deemed to be “early closing investors” by the General Partner and such other Limited Partners as determined by the General Partner in its discretion. Conflicts with Issuers of Investments. Pinegrove expects that certain of its officers and employees

will serve as directors and officers of certain investments and, in that capacity, will be required to make decisions that consider the best interests of such investments and their respective shareholders or other stakeholders. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of an investment, actions that may be in the best interest of the investment may not be in the best interests of a Fund, and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individual’s duties as an officer or employee of Pinegrove and such individual’s duties as a director or officer of the investment. As described above, Pinegrove employees may be engaged by one or more portfolio companies on a permanent or temporary basis to provide services that may otherwise be provided by third parties. This may create conflicts of interest when the employees are considering the interests of a Fund and the interests of the portfolio company. Furthermore, the arrangement between such employees and the portfolio companies may change over time, particularly when an investment is realized by a Fund. An employee may or may not return to Pinegrove after a Fund’s disposition of such investment. In the ordinary course, Pinegrove may hire employees of portfolio companies (including by hiring teams of employees and integrating them into Pinegrove). Such persons may, in their capacity as employees of Pinegrove, provide similar services to a portfolio company as they provided when employed directly by such portfolio company. Any such services will be provided in the same manner and on the same terms as similar services provided by other employees of Pinegrove. As a result, a portfolio company may pay more for such services than it would otherwise have paid if such employees remained employed by such portfolio company. Carried Interest. The existence of a General Partner’s entitlement to Carried Interest distributions may create an incentive for such General Partner or Pinegrove (which is an affiliate of the General Partners) to cause a Fund to make investments that are riskier or more speculative than it would otherwise make in the absence of such performance-based compensation, although Pinegrove’s commitment to the Funds and the clawback provisions applicable to the General Partners should tend to reduce this incentive. In addition, for the carried interest income received by the General Partners to be taxed at rates applicable to long-term capital gain, the Funds will have to hold a relevant investment for more than three years before disposing of it. The required holding period, or other laws (including non-U.S. tax laws) applicable to carried interest, may create an incentive for the General Partners to make different decisions regarding the timing and manner of the realization of investments than would be made if long-term capital gain from the sale or disposition of capital assets (as it relates to the General Partners’ receipt of carried interest) did not require a three-year holding period. Transactions with Portfolio Companies. Certain investments may in the ordinary course of business provide services or goods to, receive services or goods from, lease space from, or participate in agreements, transactions or other arrangements with (including the purchase and sale of assets and other matters that would otherwise be transacted with independent third parties), portfolio companies owned by the Sponsors or Pinegrove Adviser. Some of these agreements, transactions and other arrangements would not have been entered into but for the relationship with the Sponsors or Pinegrove Adviser and, in certain cases, may replace agreements, transactions and/or arrangements with third parties. These agreements, transactions and other arrangements will involve payment and/or receipt of fees, expenses and other amounts and/or other benefits to or from the portfolio

companies of the Sponsors or Pinegrove Adviser (including, in certain cases, performance-based compensation). In certain cases, Pinegrove’s investment thesis with respect to an investment may include attempting to create value by actively facilitating relationships between the investment and portfolio companies or assets owned by the Sponsors or Pinegrove Adviser. To that end, Pinegrove may make direct or indirect investments in companies or businesses that provide services to or otherwise contract with portfolio companies of the Sponsors or Pinegrove Adviser. In these and other cases, these agreements, transactions, and other arrangements will be entered into either with active participation by Pinegrove or the portfolio companies’ management teams independent of Pinegrove. Such arrangements and/or transactions and the fees or compensation involved have the potential for inherent conflicts of interest. Furthermore, the Sponsors or Pinegrove Adviser may from time to time make equity or other investments in companies or businesses that provide services to or otherwise contract with a Fund and/or such Fund’s investments. In particular, the Sponsors and Pinegrove Adviser have in the past entered into, and expect to continue to enter into, relationships with companies in the technology, real assets services and other sectors and industries in which the Sponsors and Pinegrove Adviser have broad expertise and knowledge, whereby the Sponsor or Pinegrove Adviser acquires an equity or other interest in such companies that may, in turn, transact with such Fund or its investments. In connection with such relationships, the Sponsors and Pinegrove Adviser may refer, introduce or otherwise facilitate transactions between such companies and such Fund and its investments, which result in benefits to the Sponsors and Pinegrove Adviser, including via increased profitability of the relevant company, as well as financial incentives and/or milestones which benefit the Sponsors, Pinegrove Adviser or their respective businesses (including through increased equity allotments), which are likely in some cases to be significant. Such financial incentives that inure to or benefit the Sponsors, Pinegrove Adviser or their Sponsor businesses pose an incentive for the General Partners or Pinegrove (as applicable), due to their relationship with the Sponsors and Pinegrove Adviser, to cause a Fund and/or its investments to enter into such transactions that may or may not have otherwise been entered into. Financial incentives derived from such transactions will not be shared with the Funds or the Limited Partners. Furthermore, such transactions are likely to contribute to the development of expertise, reputational benefits and/or the development of new products or services by the Sponsors and Pinegrove Adviser, which the Sponsors and Pinegrove Adviser will seek to capitalize on to generate additional benefits that are likely to inure solely to the Sponsors and Pinegrove Adviser and not to the Funds or the Limited Partners. Pinegrove (or the portfolio companies’ management teams, as applicable) will seek to ensure that each transaction or other arrangement that a Fund and/or its investments enter into satisfies a legitimate business need of the Fund and/or the applicable investment, with terms to be determined in good faith as fair, reasonable and equitable under the circumstances based on such Fund’s and/or its investments’ normal course process for evaluating potential business transactions and counterparties. In making these determinations, Pinegrove or the management teams of the investments will consider such factors that they deem relevant, which will include the potential benefits and synergies of transacting with a Sponsor- or Pinegrove Adviser - related party. Pinegrove may take its own interests into account in considering and making determinations regarding these matters. In certain cases, these transactions will be entered into with active participation by the Sponsors or Pinegrove Adviser and in other cases by the investments’ management teams independently of the Sponsors or Pinegrove Adviser.

However, there can be no assurance that the terms of any such transaction or other arrangement will be executed on an arm’s length basis, be as favorable to the applicable Fund or investment as otherwise would be the case if the counterparty were not related to the Sponsors or Pinegrove Adviser, be benchmarked in any particular manner, or be the same as those that other portfolio companies receive from the applicable counterparty. In some circumstances, a Fund and its investments may receive better terms (including economic terms) than they would from an independent counterparty. In other cases, these terms may be worse. While these agreements, transactions and/or arrangements raise potential conflicts of interest, Pinegrove believes that the Funds’ access to the Sponsors, Pinegrove Adviser and their portfolio companies enhances the Funds’ (and their investments’) capabilities, is an integral part of the Fund’s operations and will provide benefits to the Fund that would not exist but for its affiliation with the Sponsors and Pinegrove Adviser. Limited Access to Information. Limited Partners’ rights to information regarding a Fund will be specified in the Governing Documents. However, certain Limited Partners may receive additional information that is not made available to all Limited Partners. For example, it is expected that Limited Partners who designate representatives to participate on an advisory committee may, by virtue of such participation, have more information about a Fund and investments in certain circumstances than other Limited Partners generally, or certain information may be disseminated to them in advance of communication to other Limited Partners. Because the Sponsors are investors in the General Partners and Pinegrove and are on the board of managers of the Parent Company, the Sponsors, in their capacity as limited partners of certain Funds, will have access to more information than other Limited Partners. Similarly, certain Limited Partners may also engage in transactions with Pinegrove, an investment or another Fund and may receive additional information through such arrangements. Certain Limited Partners may periodically request, or have Side Letters providing for periodic disclosures of, or receive as a result of certain regulatory requirements, information regarding a Fund and its investments that is not otherwise set forth in (or has yet to be set forth in) the reporting and other information delivered to all Limited Partners. The General Partners will have no duty to ensure all Limited Partners seek, obtain, or process the same information regarding Pinegrove, the Funds and the investments and/or portfolio companies. Certain information, including interpretations, confirmations or statements of intent, that is provided to one Limited Partner via Side Letters or other means during the due diligence process or otherwise and not to another Limited Partner (or prospective investor) may provide the recipient greater insight into a Fund’s activities and/or the intentions of the General Partner or Pinegrove, thereby enhancing such recipient’s ability to make investment decisions (including a prospective Investor’s decision to invest in a Fund) with respect to a Fund and/or take action or make other decisions pursuant to the Governing Documents. This may adversely affect Limited Partners that do not receive such information. In addition, a Limited Partner that seeks to transfer its Interests, or a potential acquirer of such Interests, may have difficulty in determining an appropriate price for such Interests because it does not have information that it would consider material or which has been provided to its prospective counterparty. In certain cases, Pinegrove may seek to acquire Interests from a Limited Partner and may do so with the understanding that Pinegrove has information regarding a Fund that is not available to Limited Partners or potential acquirers of Interests, and a General Partner may agree to engage in bespoke structuring or to provide other advantageous terms not generally available to third parties.

Charitable and Political Contributions. To the fullest extent permitted by law, Pinegrove and/or its affiliates may make contributions to charitable initiatives, or other non-profit organizations that Pinegrove and/or its affiliates believes could, directly or indirectly, improve the value of a Fund’s investments, assist in completing an acquisition of an investment or other transaction, serve a business purpose for a Fund, or benefit a Fund. Such charitable initiatives could be designed to benefit employees of a Fund’s portfolio companies, the community in which a Fund’s portfolio companies operate or a charitable cause essential to, or consistent with, the business purpose of a Fund’s portfolio companies. In some instances, such charitable initiatives could be affiliated with, related to, or sponsored by current or former employees of Pinegrove and/or its affiliates or other Persons associated with a Fund’s portfolio companies, Pinegrove and its affiliates, or other clients of Pinegrove and its affiliates. These relationships could influence the charitable contributions made. To the fullest extent permitted by law, the General Partners, Pinegrove, their affiliates or a Fund’s portfolio companies may, in the ordinary course of their business, make political contributions to candidates for elected office or political organizations, elected officials, hire lobbyists or engage in other permissible political activities in U.S. or non-U.S. jurisdictions with the intent of furthering their business interests or otherwise. In connection with these activities, a Fund’s portfolio companies may not be subject to the relevant compliance policies that apply to Pinegrove and/or its affiliates and such activities may be undertaken without the knowledge or direction of Pinegrove. In other circumstances, there may be initiatives where such activities are coordinated by Pinegrove for the benefit of one or more of a Fund’s portfolio companies or for the benefit of Pinegrove. In certain circumstances, a portfolio company’s interests may not align with or even be adverse to the interests of a Fund, Pinegrove and/or its affiliates or the Limited Partners. When undertaken by one of the Funds’ portfolio companies, the costs of such activities will typically be borne by such portfolio company (and thus indirectly by the applicable Fund(s)). Such activities could also directly or indirectly benefit other portfolio companies of the Funds or Pinegrove. Any such charitable contributions or political contributions made by a Fund and/or its portfolio companies, if material, could affect the Fund’s performance. There can be no assurance that any such activities will benefit or improve the value of a Fund, or that Pinegrove will be able to resolve any associated conflicts of interest in favor of the Fund. Further, investors may disagree with the charitable or policy goals of these activities. Arrangements Affecting Co-Investments; Allocation of Co-Investments. Pinegrove has entered certain arrangements with the Sponsors and Fund investors that grant certain priority allocation of co-investment rights and reduced or no management fee and/or carried interest rates in respect of any such co-investment opportunities. Resolution of Conflicts Resolution of Conflicts Generally. In the event that any matter arises that a General Partner determines in its good faith judgment to constitute an actual conflict of interest between one Fund, on the one hand, and Pinegrove or any existing or future Fund, on the other hand, the General Partner may, subject to internal Pinegrove policies and the applicable Governing Documents, take such actions as it deems necessary or appropriate, including such actions as described elsewhere herein, taking into consideration the interests of the relevant parties, the circumstances giving rise to the conflict and applicable law. Pinegrove’s internal policies and protocols may be amended from

time to time by Pinegrove in its discretion without notice to or the consent of Limited Partners or any other person. Any such resolutions will take into consideration the interests of the relevant parties and the circumstances giving rise to the conflict. See also “Advisory Committee” below. Advisory Committee. An advisory committee may be granted the authority to provide certain approvals and consents pursuant to the applicable Governing Documents. A General Partner may in certain situations choose to seek the consent of the LPAC Members, which may include representatives from each of the Sponsors with respect to New Funds, using established guidelines with respect to potential conflict of interest situations and advisory committee consent may be required to resolve certain conflicts and other matters. A General Partner may also consult with the advisory committee and/or seek consent of the advisory committee regarding matters that are not specifically contemplated in the Governing Documents. In those situations, the views expressed by the advisory committee with respect to such matters (or the lack of objections thereto) will represent the decision of the applicable Fund and will be binding on the Limited Partners. When consent of the advisory committee is sought, the General Partner will have discretion to determine whether to seek the consent of (a) the advisory committee or (b) the Limited Partners, and the Limited Partners will not be involved in determining which type of consent will be utilized for each decision. Any vote by the Limited Partners constituting consent of the advisory committee will require a majority in interest of the Limited Partners (other than Pinegrove). Any approval by the advisory committee will be binding upon the applicable Fund and the Limited Partners. In addition, if consent of the advisory committee is obtained or a General Partner or Pinegrove acts pursuant to standards or procedures approved via consent of the advisory committee with respect to such conflict of interest or other matter, then none of the General Partners, Pinegrove or any of their affiliates will have any liability to the Fund or any Partner for actions in respect of such matter taken in good faith by them, including actions in the pursuit of their own interests. In addition, LPAC Members may have direct or indirect interests in the activities of Pinegrove or in investments and instruments, in some cases like those in which a Fund seeks to invest. An LPAC Member is under no obligation to act in the best interests of a Fund as a whole and may choose to act only in the best interests of the Limited Partner with which such LPAC Member is affiliated. This may result in potential conflicts of interest. Although the advisory committee is intended to act as the representative of the Limited Partners, the advisory committee may not have the same interests as all Investors and are permitted to act in their own interests and not the interests of the Limited Partners as a whole. LPAC Members may receive information regarding the proposed investment activities of a Fund that is not available to the public or other Limited Partners. There will be no obligation on the part of any LPAC Member to make available for use by a Fund any information or strategies known to or developed by it and, in certain cases, they may be prohibited from doing so. Furthermore, the advisory committee cannot be expected to be an expert in all relevant aspects of private investments, and certain of its determinations may, in fact, adversely affect the performance of the Fund. Subject to the provisions of any Side Letter entered with any Limited Partner appointing a member of the advisory committee, the name of each LPAC Member and the Limited Partner such LPAC Member represents may be disclosed by a General Partner in its discretion to any Limited Partner. LPAC Members. Members of a Fund’s advisory committee (the “LPAC Members”), including representatives from each of the Sponsors with respect to the New Funds, may have direct or indirect interests in the activities of Pinegrove or in investments and instruments, in some cases like those in which the Fund seeks to invest. An LPAC Member is under no obligation to act in the best interests

of a Fund as a whole and may choose to act only in the best interests of the Limited Partner with which such LPAC Member is affiliated. This may result in potential conflicts of interest. Although an advisory committee is intended to act as the representative of the Limited Partners, the advisory committee may not have the same interests as all Investors, and may be invested in one or more other Funds participating in the transaction for which consent is being solicited and whose interests in such transaction are not aligned with the Funds, and/or may otherwise be interested in the transaction. While the Governing Documents will require LPAC Members to identify situations in which they are interested parties in a transaction that is subject to advisory committee consent, such LPAC Members will not necessarily be required to recuse themselves on account of such interest. For example, the Sponsors will not be required to recuse themselves from determinations made by the advisory committees, even though the Sponsors have an interest in Pinegrove and may also have their own interest in relation to any particular issue brought before a Fund’s advisory committee (see also “Considerations Relating to Sponsors’ Ownership of, and the Sponsors’ and Pinegrove Adviser’s Involvement in, the Pinegrove Business” above). The General Partners may disclose the names of the LPAC Members and the Limited Partners they represent (except with respect to LPAC Members that have requested confidential treatment) to one or more Limited Partners or all Limited Partners. The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration or explanation of the conflicts attendant to an investment in the Funds. Additional conflicts may exist that are not presently known to the General Partners, Pinegrove or their respective affiliates or are deemed immaterial. In addition, as the Pinegrove business and the investment program of the Funds develop and change over time, an investment in a Fund may be subject to additional and different actual and potential conflicts of interest. Additional information about potential conflicts of interest regarding Pinegrove will be set forth in each Fund’s offering materials, which prospective Investors should review prior to purchasing interests. Prospective Investors should consult with their own advisers regarding the possible implications on their investment in the Funds of the conflicts of interest described herein.

Pinegrove’s Code of Ethics establishes standards of business conduct and addresses, among other matters: • Conflicts of interest • Personal securities transactions • Gifts and entertainment • Outside business activities • Political contributions (including compliance with the “pay-to-play” rule) • Protection of material non-public information • Reporting of violations and disciplinary measures A copy of Pinegrove’s Code of Ethics is available to any client, Investor, prospective client, or prospective Investor upon request at: compliance@pinegrove.vc. Participation or Interest in Client Transactions Pinegrove, its affiliates, and related persons may have financial interests in investments that are also held by, or recommended to, the Funds. These interests may arise in several ways, including: • General partner interests and carried interest arrangements; • Co-investments alongside the Funds; • Investments by affiliates or other Pinegrove-advised vehicles in the same issuers; • Cross-fund investments across distinct parts of a portfolio company’s capital structure; and • Investments in or transactions with portfolio companies affiliated with the Sponsors or other related entities. These arrangements create conflicts of interest because Pinegrove or its affiliates may have incentives that differ from those of a particular Fund, including incentives relating to performancebased compensation, allocation decisions, timing of dispositions, or structuring of transactions. Pinegrove seeks to address these conflicts through: • Written allocation policies and procedures; • Internal conflict review processes; • Recusal where appropriate; • Advisory committee approvals where required by Governing Documents; and • Compliance oversight. Additional information regarding related-party investments and affiliated transactions is provided in Item 10 of this brochure.

Personal Trading Pinegrove has adopted personal trading policies designed to prevent conflicts between the personal trading activities of its personnel and the interests of the Funds. Under Pinegrove’s Code of Ethics: • Personnel may not trade in single-name securities or securities of issuers included on Pinegrove Adviser’s or HRTG Partners’ Restricted List. • Personnel may not trade securities that satisfy a Fund’s investment criteria unless the applicable Fund has first been given the opportunity to invest or appropriate internal approval has been obtained. • Certain securities and derivatives transactions require pre-clearance from compliance personnel. • Personnel must submit quarterly transaction reports and annual holdings reports, subject to limited exceptions. • Trading restrictions apply to household family members. These policies are designed to prevent personnel from engaging in trading that could disadvantage the Funds, including trading ahead of client transactions or engaging in contemporaneous transactions that create conflicts of interest. Although it is rare for personal trading activities to limit the Funds’ investment opportunities, such situations may arise from time to time. Cross Trades and Principal Transactions When permitted by applicable law and subject to and in accordance with the terms of the applicable Governing Documents, a General Partner may (but is under no obligation to) cause a Fund to acquire or dispose of investments in cross trades between such Fund and other Funds or effect principal transactions where the General Partner causes a Fund to purchase investments from or sell investments to Pinegrove or certain other Funds; provided that, any such transaction be approved to the extent required by the applicable Governing Documents and applicable law. Under the Governing Documents, certain of such transactions will require consent of a Fund’s advisory committee (subject to certain exceptions), which approval will be deemed to constitute the approval of, and be binding upon, such Fund and all the Limited Partners. Whether a transaction is a “principal trade” under the Advisers Act, and therefore requires consent of an advisory committee, depends on the precise structure of such transaction. In certain circumstances, a General Partner may structure a transaction in a manner so that such transaction is not considered a “principal trade.” 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 a Fund. In connection with a cross trade or a principal transaction, a General Partner and its affiliates may have a potentially conflicting division of loyalties and responsibilities regarding the applicable 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 affected, or that such transactions will be affected in the manner that is most favorable to such Fund as a party to any such transaction. For the avoidance of doubt, subject to the terms of the applicable Governing Documents and to the fullest extent permitted by applicable law, acquisitions or dispositions among certain investments and investments owned by one Fund will not be treated as cross trades or principal transactions of another Fund and will not require consent of the such other Fund’s advisory

committee or any other consent. Material Non-Public Information; Trading Restrictions; Information Not Made Available. The ability of the Funds to buy or sell certain securities or take other actions is expected to be restricted in certain circumstances, including by applicable securities laws, regulatory requirements, contractual obligations, and/or reputational risk considerations applicable to Pinegrove (and/or its internal policies designed to comply with these and similar requirements). For example, Pinegrove, or a Pinegrove employee, may possess material, non-public information about issuers that would limit the ability of the Funds to buy and sell securities related to those issuers. Due to these restrictions, the Funds 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. Notwithstanding the foregoing, Pinegrove may determine, in its sole discretion at any time, that such information could impair its ability to effect certain transaction on behalf of the Funds, whether for legal, contractual, or other reasons. Accordingly, Pinegrove may elect not to receive such information or may restrict access to such information to certain personnel that are placed behind an “information wall.” Lack of access to any such information may adversely affect the Funds’ investments that in some cases may have been avoided had Pinegrove had such information. See “Considerations Relating to Sponsors’ Ownership of, and the Sponsors’ and Pinegrove Adviser’s Involvement in, the Pinegrove Business” in Item 10 above.

As a fiduciary, Pinegrove seeks to obtain best execution for client transactions, which means seeking execution on terms that Pinegrove believes are most favorable to the applicable Fund under the circumstances. In evaluating brokers, Pinegrove considers a range of factors, including execution capability, reliability, market conditions, transaction size, liquidity, and overall transaction costs. Pinegrove monitors prevailing commission and transaction cost levels and seeks to ensure that expenses incurred in effecting transactions are reasonable in relation to the value of the brokerage and execution services provided. Pinegrove seeks to obtain best execution for all transactions and evaluates brokers and dealers based on a variety of factors, not solely on the lowest commission or transaction cost. Best execution involves seeking the most favorable overall result for the applicable Fund under the circumstances. In selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities lending, hold cash, and short balances, or provide other related services, Pinegrove may consider factors such as execution capability, market access, reliability, financial stability, operational efficiency, and the quality of services provided. Brokers and dealers may also provide additional services, including capital introduction, access to company management, introductions to potential personnel, operational or technology consulting, marketing assistance, or access to transaction opportunities. Pinegrove evaluates such services considering its best execution obligations and does not select brokers solely based on these additional services. If orders for the same security for more than one client are placed with the same broker, Pinegrove may aggregate or “bunch” such orders across client accounts (including accounts advised by certain affiliates), although it will have no obligation to do so. If orders are aggregated, they will be allocated across the client accounts so that no account will be treated less favorably than another over time. While in some cases the aggregation of orders could have a detrimental effect upon the price or value of a security for a particular account, or upon the ability to complete an entire order, in other cases coordination and the ability to participate in volume transactions may be beneficial to the account. Pinegrove may in its discretion choose not to aggregate orders, for example, where portfolio management decisions for clients are made separately or where aggregation could result in less favorable execution for a particular client. Certain securities positions held by one or more Funds are maintained in custody at Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”). With respect to such positions, transactions

may be effected exclusively through Merrill Lynch pursuant to custodial, operational, or other account requirements. When securities are required to be transacted through Merrill Lynch, Pinegrove will not seek to execute such transactions through an alternative broker-dealer, even if another broker-dealer might provide more favorable execution terms. Accordingly, Pinegrove may not seek best execution for transactions required to be executed through Merrill Lynch, and the Funds may not obtain the most favorable price, commission rate, or overall execution terms that might otherwise be available. This directed brokerage arrangement may result in higher transaction costs or less favorable execution outcomes than would otherwise be available if Pinegrove were free to select among multiple broker-dealers. Pinegrove discloses this arrangement so that Investors understand the potential impact on transaction execution quality. As a matter of practice, Pinegrove currently does not engage in soft dollar transactions, and although we are permitted to do so and may engage in soft dollar transactions in the future in accordance with the limitations of Section 28(e) of the Exchange Act, it is not anticipated that we will do so. Although Pinegrove may receive proprietary research from certain brokerage firms, it does not take the value of such research into account when selecting brokers.

However, if compensation in the form of cash or equity is paid to an employee for serving as Pinegrove’s representative on a Fund’s portfolio investment’s governing body, the Governing Documents of Funds generally provide mechanisms where compensation is remitted to the relevant Funds in the form of fee and expense offsets. Additionally, employees serving as Pinegrove’s representative on a portfolio investment’s governing body, may also, at times, receive certain non-equity and non-cash benefits that they retain related to meeting attendance (for example, unlimited complimentary flights and other travel accommodations). The Funds, the General Partner, Pinegrove, or their affiliates may engage placement agents in connection with the organization of the Funds and the offering of interests therein. Any such placement agents may be compensated through fixed or contingent fees, as well as reimbursed for expenses. As set forth in the Governing Documents, the Funds may pay such fees and expenses, but the Management Fee payable by the Funds may be reduced by the amount of any placement fees and expenses paid by the Fund. In addition to such placement fees charged to the Funds, placement agents may charge any Limited Partner that is also a client of such placement agent an additional placement fee, which shall be due directly to such placement agent and will be in addition to those fees and expenses to be paid by the Funds. For the avoidance of doubt, any such placement fees shall be in addition to the amount required to be contributed by such Limited Partner to the Funds. Placement agents engaged by the Funds, the General Partner, Pinegrove, or their affiliates may include placement agents affiliated with Brookfield. The compensation paid to any Brookfield placement agent with respect to the placement of the Interests will be from Brookfield and not from the Funds or any Limited Partner (unless specifically disclosed to the applicable Limited Partner). As of the date of this brochure, Pinegrove does not currently compensate third parties for client referrals, although it may do so in the future in accordance with applicable law and the Governing Documents.

accepted accounting principles; and • Audited financial statements are distributed to each Fund’s investors generally within 120 days of the Fund’s fiscal year end (or within 180 days in the case of a fund of funds), as applicable. Upon liquidation of a Fund, audited financial statements will be distributed promptly following completion of the liquidation audit, as required by the Custody Rule. Assets of the Funds are maintained with qualified custodians. Because Pinegrove relies on the annual audit exception, investors should not expect to receive separate account statements directly from custodians.

In circumstances where Pinegrove determines that voting is appropriate, it will vote proxies in a manner it believes is consistent with its fiduciary duties and in the best interests of the applicable Fund. Pinegrove may also determine not to vote a proxy where it concludes that the costs of voting exceed the expected benefits to the Fund. Conflicts of interest may arise between the interests of a Fund and those of Pinegrove or its affiliates. If Pinegrove identifies a material conflict of interest in connection with a proxy vote, it will address such conflict in accordance with its written proxy voting policies and procedures, which may include internal review, recusal, or other appropriate measures. A copy of Pinegrove’s proxy voting policies and procedures and information regarding how Pinegrove voted proxies on behalf of a Fund are available upon written request at: compliance@pinegrove.vc.