Gumshoe Capital Management LLC: investment adviser

Clients are managed in accordance with their own investment and trading objectives, as described in their respective offering documents and governing agreements (collectively, the “Governing Documents”). The Firm does not permit investors in private funds managed by the Firm to impose limitations on the investment activities described in the respective Governing Documents. Gumshoe Capital GP LLC (the “Fund GP”) and Gumshoe SPV 1 GP LLC (the “SPV GP” and collectively the “General Partners”) are affiliates of the Firm and serve as the general partners to certain Funds. As of December 31, 2025, the Firm managed $570,609,605 of regulatory assets under management on a discretionary basis. The Firm does not manage any assets on a non-discretionary basis.

Subject to a loss carryforward provision as described in the Governing Documents, the Fund GP will be entitled to receive an Incentive Allocation (as defined in Item 6 below) on an annual basis and upon withdrawals by investors. Investors should carefully review the Governing Documents for a full description of fees. In calculating the value of the Fund’s net assets, the fund administrator is entitled to rely on information provided by the Firm. Because the Firm and the Fund GP are entitled to receive a management fee and the Incentive Allocation, respectively, the Firm's involvement regarding valuation of the Fund’s portfolio presents a potential conflict of interest because the Firm and the Fund GP would benefit from higher valuations. Higher valuations, which are generally associated with better performance, result in higher management fees paid to the Firm and easier marketing conversations when marketing the Firm’s investment management services. Notwithstanding this potential conflict of interest, the Firm relies on

the fund administrator for its net asset value calculation services, and the fund administrator, in most cases, relies on pricing from independent sources such as brokers and exchange data to value the Fund’s portfolio. In the event the Fund GP suspends a Limited Partner’s right to withdraw capital and/or the payment of withdrawal proceeds, and such suspension remains in effect for a period in excess of six consecutive months, the Firm will waive the management fee until such suspension is lifted, beginning on the sixmonth anniversary of such suspension. The Firm may, in its sole discretion, waive or modify the aforementioned fees paid by investors who are members, partners, principals, employees or affiliates of the Firm or the Fund GP, and relatives, former colleagues or entities of such persons, and for certain strategic and/or large investors. Operating Expenses The Funds and the SPV will bear all expenses relating to ongoing structure and operation (either directly or indirectly by reimbursing the General Partners or the Firm for amounts incurred by either of them on behalf of the Clients). Expenses are disclosed to investors in the respective Governing Documents, which investors should review carefully The Funds’ operating expenses include: the management fee; all investment-related costs and expenses (i.e., expenses that, in the Firm’s sole discretion, are related to the investment of the Funds’ assets, whether or not such investments are consummated), including commissions and charges, interest on margin accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges, option premiums and custodial and service fees, research-related expenses (including researchrelated travel expenses) and expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide research, advice or due diligence services with regard to investments; fees and expenses related to portfolio exposure, portfolio and/or performance analytics and performance management systems, risk management services and software related to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring, performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live financial data and other similar services and data feeds) and trade order management systems (including systems that facilitate trade compliance, commission management, stock locates and transaction cost analysis, and third party service providers used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring and data extracts); the Funds’ legal, accounting, tax preparation and other tax-related expenses (including preparation and mailing costs of financial statements, tax returns and other reports to investors), auditing, consulting and other professional expenses; third-party administration costs, fees and expenses (including any costs, fees and expenses related to investor communications, relations, reporting or other investor materials, performance information, data extraction and other types of reporting and any audit or accounting services provided by a third-party administrator); fees of any third-party shareholder proxy voting firms; compliance and reporting expenses and expenses attributable to regulatory filings that are made with respect to the Fund or its assets (including Section 13, Section 16, Form D, Form PF, the Foreign Account Tax Compliance Act, anti-money laundering compliance, state security filings, general regulatory compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings); a Fund’s pro rata share of Fund-related insurance costs (including a Fund’s pro rata portion of no more than 60% of the cost of director’s and officer’s insurance, the pro rata portion of no more than 60% of the cost of errors and omissions insurance, fidelity insurance and other similar policies covering the Fund GP, the Firm and/or the members of any governance committee); any taxes (including, without limitation, any

withholding taxes, transfer taxes, stamp duties and other governmental or self-regulatory agency-related charges or duties); all costs and expenses incurred in attempting to protect and enhance the value of Fund investments (including any fees and expenses associated with any pending or threatened litigation, audit, investigation, administrative or other proceeding, as well as any settlement costs); fees and expenses related to any activist-related activities; independent governance committee members’ fees and expenses; any fees and expenses related to the Funds’ liquidation, if applicable; fees paid to proxy and securities class action advisory firms; expenses relating to the offer and sale of Interests and withdrawals and transfers thereof; the Funds’ pro rata share of the expenses of a master fund (which may include expenses of any Fund or other investment vehicles that invest in the master fund); other reasonable expenses related to the purchase, sale, preservation or transmittal of a Fund’s assets; and any extraordinary expenses (e.g., indemnification expenses). The SPV's operating expenses are substantially similar to that of the Funds except that it is not subject to Governance Committee insurance policies, fees, and expenses, anti-money laundering officer fees, or fees and expenses related to maintaining a registered office in the Cayman Islands. The Clients may also invest in money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, Clients will indirectly incur similar fees and expenses if the Clients invest in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. For a detailed discussion of brokerage and transaction costs, see Item 12 – Brokerage Practices. Organizational Expenses Clients will bear all costs and expenses relating to: (i) their organization; and (ii) the offer and sale of Interests (including government filing fees, stamp duties or other taxes, legal and accounting fees, printing and mailing expenses and any other organizational costs) (collectively, “Organizational Expenses”). To the extent that the General Partners or the Firm pay any Organizational Expenses attributable to the Clients, the General Partners or the Firm will be reimbursed by the relevant Client for the applicable amounts unless waived by a General Partner or the Firm. Clients’ Organizational Expenses are being amortized over a period of up to 60 months from the date the Client commenced operations, although, if deemed to be appropriate, amortization of such amounts may be accelerated as determined by the respective General Partner in its sole discretion. Firm Expenses The Firm is responsible for its overhead expenses of an ordinary and recurring nature, such as rent, supplies, secretarial expenses, its direct compliance expenses, stationery, charges for furniture and fixtures, salaries and bonuses of its employees, employee insurance, employee benefits, and payroll taxes. Expense Allocations Common expenses may be incurred on behalf of one or more Clients. The Firm will seek to allocate those common expenses among the Clients in a manner that is fair and reasonable over time. However, expense allocation decisions involve potential conflicts of interest (e.g., an incentive to favor accounts that pay higher incentive compensation, or conflicts relating to different expense arrangements with certain clients). Under its current expense allocation policies, the Firm generally expects to allocate common

expenses among the Clients pro rata based on relative assets under management. The Firm may, however, use other methods to allocate certain common expenses among the Clients if it deems another method more appropriate based on relative use of the product or service, the nature or source of the product or service, the relative benefits derived by the Clients from the product or service, or other relevant factors. Nonetheless, the portion of a common expense that the Firm allocates to a Client for a particular product or service may not reflect the relative benefit derived by the Client from that product or service in any particular instance. The Firm’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by the Firm in good faith will be final and binding on the Clients.

These distributions are paid after each co-investor receives its capital contribution and a preferred return. The existence of these distributions may provide an incentive to realize profits from an investment held in the SPV sooner than would otherwise be in the best interest of the SPV and its co-investors. The Firm's fiduciary duty compels Gumshoe Capital to act in its Clients' best interests at all times. The Firm has adopted a Code of Ethics, as further described in Item 11 of this Brochure, which codifies the Firm's fiduciary duty. The Code of Ethics is designed to address certain conflicts that may arise in connection with the Firm's advisory activities. The Firm's policies and procedures are designed to identify, monitor, and where appropriate mitigate conflicts of interest. Where conflicts cannot be eliminated, the Firm seeks to manage them through disclosure to affected clients and, where applicable, through the governance structures established in the relevant Fund documents.

On the long side of the Fund’s portfolio, the Firm seeks to buy securities at times when sentiment is low as a result of company, sector, or geographic factors. The Firm seeks companies that have had poor recent performance, poor (perceived) short- or long-term future prospects, and have frequently resided in parts of the market that are out of favor, misunderstood, or subject to technical selling pressure. On the short side of the Fund’s portfolio, the Firm seeks companies that have unusually favorable sentiment, valuation, or investor interest relative to historical trends and the Firm’s view of go forward prospects. The Firm seeks companies that have had unusually good recent performance and high levels of recent investor enthusiasm that the Firm believes are likely to be short lived. The Firm uses a rigorous research process to identify stocks it believes are mispriced and goes long or short on these securities as appropriate. The Firm believes that the bigger the investable universe, the easier it is to find mispricings. As such, the Firm seeks investments in a broad investable universe. This includes global securities predominately, but not exclusively, focused on developed markets in North America, Europe, and Asia. The Fund’s investment strategy utilizes a generalist approach allowing investments in any sector where the Firm believes it can properly identify mispricing and research the key issues impacting the relevant businesses. The Fund’s investments can include, but are not limited to, publicly traded equity and debt instruments in these markets. The Firm focuses the majority of the Fund’s investments in small and mid-capitalization companies in these markets, typically with market caps below $5 billion. The Firm intentionally seeks out areas of the market it believes to contain the most mispricings, which typically the Firm believes are smaller companies with less analyst coverage, fewer public peers, newly issued securities, often with liquidity levels below the threshold that makes them investable to larger investment managers. The Firm generally expects to maintain the Fund’s portfolio in accordance with the foregoing ranges and levels, however, these ranges and levels are in no way limits or restrictions on the Firm or the Fund, and the Firm can change these ranges and levels at any time in its discretion without notice. The SPV exists to invest in one private investment and was offered as a co-investment opportunity to one or more of the Funds’ investors and/or third parties. The SPV’s single investment was researched and the decision to make said investment was made using a similar process to that of the Funds. Subsequently, the SPV monitors the investment on an ongoing basis according to the same principles. However, unlike the Funds, the SPV does not invest in short positions. See related disclosure on the risks of co-investment opportunities below. Investing in securities involves risk of loss that clients and investors should be prepared to bear.

Risk Factors The Firm’s investment strategy involves significant risks. A discussion of the material risks is provided below. Prospective clients and investors are strongly urged to review the applicable Governing Documents carefully and consult with their own financial, legal and tax advisers before investing with the Firm. An investment with the Firm may be deemed to be highly speculative and is not intended as a complete investment program. It is designed only for experienced and sophisticated investors who are able to bear the economic risk of the loss of their entire investment, who have a limited need for liquidity in their investments, and who meet the conditions set forth in the Governing Documents. There can be no assurances that Clients will achieve their investment objective. The following risks should be carefully evaluated before making an investment with the Firm. The list of risks below does not purport to be an exhaustive list of the risks relating to an investment with the Firm. Nature of Investments In accordance with the Clients’ investment objectives, the Firm has broad discretion in making investments for the Fund and narrower discretion to make investments for the SPV. Investments consist of assets that may be affected by business, financial market or legal uncertainties and are subject to a number of risks. There can be no assurance that the Firm will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on the Clients’ investments. Prices of investments may be volatile and are inherently difficult to predict. Any of these factors may significantly affect the results of the Firm’s activities and the value of its Clients’ investments. The risk considerations summarized in the Governing Documents only address a subset of the risks applicable to certain types of investments. Other risks applicable to these types of investments or other types of investments not described in the Governing Documents may have an adverse impact on the Clients. No guarantee or representation is made that the Clients’ investment objectives will be achieved. Equity Securities and Equity-Related Instruments in General The Clients invest in equity securities, which represent ownership interests in their respective issuers and generally carry the most risk associated with a specific issuer’s capital structure. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. The Firm may also use equity-related instruments in the Clients’ investment program. Certain options and other equity-related instruments may be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. In addition, equity-related instruments can involve significant economic leverage. Any investment in equities or equity-related instruments entails a significant risk of loss.

Small to Medium Capitalization Companies The Firm may invest a portion of its Clients’ assets in the stocks of companies with small-to medium-sized market capitalizations. While the Firm believes these investments often provide significant potential for appreciation, those stocks, particularly smaller-capitalization stocks, involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of such stocks are often more volatile than prices of large-capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks. Private Investments The Firm has no history of managing investment funds solely focused on investing in private companies compared with their management of funds that invest in publicly traded securities. Investments in the private equity of companies at various stages in their development involve a high degree of business and financial risk. Private companies with limited operating history may require substantial additional capital to support expansion or to achieve or maintain a competitive position, may produce substantial variations in operating results from period to period, or may operate at a loss. There can be no assurance that any efforts by the Firm to create value for its Clients will be successful. Private company investments may be managed by their own officers (who are not affiliated with the Firm). The use of leverage in a private company investment may increase the exposure of such investment to adverse economic factors such as downturns in the economy or deterioration in the conditions of such company or its industry. In the event the private company investment cannot generate adequate cash flow to meet debt service or operating expenses, the Clients may suffer a partial or total loss of capital invested in the private company, which would adversely affect the return on the capital of the Clients. A Client’s ability to realize value from a private company investment will depend largely upon successful future completion of the private company’s initial public offering or the sale of the private company to another company, which may not occur for a period of several years after the date of a Client’s investment, or may not occur at all. There can be no assurance that the private company will complete a public offering or be sold, or, if such events occur, as to the timing and value of such offering or sale. In addition, the Client is, or is likely to be, subject to lock-up periods and/or other restrictions on the transfer of the securities of the private company prior to and subsequent to an initial public offering or other liquidity event. The Client may also lose all or part of its entire investment if the private company fails, its technology fails or is deficient, or its product line(s) otherwise fails to achieve an adequate level of market recognition or acceptance. In addition, the Client may directly or indirectly hold common shares and/or certain preferred shares of a private company that are subject to differing terms, rights and preferences, and as such, certain shares may hold significantly less value than other shares in the event of a sale of the private company to another company or a liquidation and the Client may have different rights with respect to certain shares than to others. Short Sales Short sales create potential risks that are not otherwise associated with a long-only portfolio. For example, a short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase, which might prevent or limit a Client’s ability to exit the short position.

There is also the risk that the securities borrowed by a Client in connection with a short sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, and a Client may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly exceeding the proceeds received in originally selling the securities short. A Client’s inability to continue to borrow securities previously sold short may also force the Client to unwind other elements of an investment position, possibly at a loss. From time to time, various regulatory authorities have imposed “short-selling bans” in selected securities or a wide range of securities. Any such bans could make it difficult, if not impossible, for the Firm to continue to implement certain long/short (as well as other) equity strategies on behalf of a Client. Absolute Value Strategy Risk The Firm pursues absolute value strategies by taking long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. In the event that the perceived mispricings underlying a Client’s trading positions were to fail to converge toward, or were to diverge further from, the Firm’s expectations, the Client may incur a loss. Even pure riskless arbitrage can result in significant losses if the arbitrage is not sustained (due, for example, to margin calls) until expiration, and the Firm will rarely engage in true arbitrage as opposed to relative value trading (which is inherently a higher-risk strategy). Fundamental Analysis Investment decisions made by the Firm on behalf of its Clients are based on fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data is inaccurate or that other market participants have developed, based on such data, trading strategies similar to the Client’s trading strategies, the Client may not be able to realize its investment goals. In addition, fundamental market information is subject to interpretation. To the extent that the Firm misinterprets the meaning of certain data, the Client may incur losses. Event Driven Strategy Risk The Firm may engage in event-driven investing. Event-driven investing requires the Firm to make predictions about: (i) the likelihood that an event will occur; and (ii) the impact such event will have on the value of a company's securities. If the event fails to occur or it does not have the effect foreseen, losses can result. There are significant business risks associated with event-driven investing. Because of the inherently speculative nature of this activity, the results may fluctuate from period to period, and, as part of the Client’s investment strategy, are not expected to correlate with the direction of the equity markets. Accordingly, the results of a particular period will not necessarily be indicative of results which may be expected in future periods. The significant business risks associated with event-driven strategies include, without limitation, the items discussed below. The Firm may invest (long and short) in a company in anticipation of an event that may occur in the future, including the possible success of an activist campaign. The reliance on these events is inherently speculative, and the movement of any financial instrument is also subject to market, financial and

monetary forces that affect prices. Additionally, any profit may be offset by carrying costs (e.g., the cost of a stock borrow) or expenses (e.g., litigation). The Firm may seek to capitalize on these events through the use of derivatives, including options. While options can provide an effective way to execute an investment strategy, the price of an option is a function of the time to expiry. If the event does not affect price in the time frame expected, the price of the option will decay in time and the Client could lose money in respect of that investment. Investments based on an event-driven strategy are speculative and bear a high risk of loss. Special Situations The Firm may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Fund of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Firm may be required to sell its Client’s investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Firm may invest, there is a potential risk of loss by the Client of its entire investment in such companies. High Growth Industry Related Risks The Client may have investments in the securities of high growth companies. These securities may be very volatile. Certain of the high growth companies in which the Fund may invest, may allocate, or may have allocated, greater than usual amounts to research and product development. The securities of such companies may experience above-average price movements associated with the perceived prospects of success of the research and development programs. In addition, companies in which the Firm may invest could be adversely affected by lack of commercial acceptance of a new product or products or by technological change and obsolescence. Some of these companies may have limited operating histories. As a result, these companies may face undeveloped or limited markets, have limited products, have no proven profit-making history, may operate at a loss or with substantial variations in operating results from period to period, have limited access to capital and/or be in the developmental stages of their businesses. Further, many high growth companies with proprietary technology rely on a combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements to establish and protect their proprietary rights, which may be essential to the growth and profitability of the company. There can be no assurance that a particular company will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop or patent technologies that are substantially equivalent or superior to the technology of a company in which the Fund invests. Conversely, other companies may make infringement claims against a company in which the Fund invests, which could have a material adverse effect on such company. The markets in which many high-growth companies operate are extremely competitive. New technologies and improved products and services are continually being developed, rendering older technologies, products and services obsolete. Moreover, competition can result in significant downward pressure on pricing. There can be no assurance that companies in which the Firm invests will successfully penetrate their markets or establish or maintain competitive advantages.

Consumer and Retail Companies The Clients may hold positions in securities of companies in the consumer and retail sectors. The securities of companies in the consumer and retail sectors can be volatile and the marketplace in which these companies operate may be extremely competitive. As such, there can be no assurance that the market position of a company in whose securities a Client holds a position will be stable as the products and services of competitors evolve. Moreover, competition can result in significant downward pressure on pricing and margins. Additionally, consumer tastes and preferences can change very quickly with the result that a company’s market share may change rapidly if consumer focus shifts. The value of securities in this sector may also be affected by changing consumer confidence, disposable household income, government regulation or legislative changes, demographics and commodity prices, which can be highly volatile. Accordingly, the Fund’s investment portfolio may be subject to more rapid changes in value than would be the case if the Fund were required to maintain a wide diversification among issuers, industries, geographic areas, capitalizations or types of investments. Consumer Staples The Clients may hold positions in securities of companies in the consumer staple sector. Consumer staple companies are subject to government regulation affecting their products, which may negatively impact these companies’ performance. For instance, government regulation may affect the permissibility of using various food additives and production methods of companies that make food products, which could affect company profitability. Tobacco companies may be adversely affected by the adoption of proposed legislation and/or by litigation. Also, the success of food, beverage, household, and personal product companies may be strongly affected by consumer interest, marketing campaigns and other factors affecting supply and demand, including the performance of the overall domestic and global economy, interest rates, competition and consumer confidence and spending. To the extent the Firm invests in consumer staples companies, the Fund will be exposed to the foregoing risks. Technology Sector The Clients may hold positions in securities of companies in the technology sector. Companies in the rapidly changing technology field face special risks. For example, these companies typically spend heavily on research and development and their products or services may not prove commercially successful or may become obsolete quickly. The value of a Client’s investments in the technology sector may be susceptible to factors affecting the technology and science areas. As such, the Clients may not be appropriate investments for individuals who are not long-term investors and who, as their primary investment objective, require safety of principal or stable income from their investments. The technology field may be subject to greater governmental regulation, intervention, and scrutiny than many other areas, and changes in governmental policies and the need for regulatory approvals may have a material adverse effect on these areas. Additionally, companies in these areas may be subject to risks of developing technologies, competitive pressures and other factors and are dependent upon consumer and business acceptance as new technologies evolve. Technology companies may allocate a greater than usual amount to research and product development. The securities of such types of companies may experience above-average price movements associated with the perceived prospects of success of the research and development programs. In addition, technology companies could be adversely affected by lack of commercial acceptance of a new product or products or by technological change and obsolescence. Further, technology companies may rely on a

combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements to establish and protect its proprietary rights, which are frequently essential to the growth and profitability of a technology company. There can be no assurance that the technology companies will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop or patent technologies that are substantially equivalent or superior to the technology of a technology company. Conversely, other companies may make infringement claims against a technology company, which could have a material adverse effect on such company. The markets in which technology companies operate are extremely competitive. New technologies and improved products and services are continually being developed, rendering older technologies, products, and services obsolete. Public and/or private companies that currently or may in the future compete in the industry and markets of the Portfolio Company may have larger amounts of capital and customer bases, and superior technology, marketing capabilities and brand recognition. Moreover, competition can result in significant downward pressure on pricing. There can be no assurance that a technology company will successfully penetrate its markets or establish or maintain competitive advantages. The securities of technology companies can be volatile and the marketplace in which these companies operate is extremely competitive, particularly since this sector may not present the capital-intensive barriers to entry that may exist in a more traditional retail commerce company. Because the markets in which these companies operate are so competitive, there can be no assurance that a company which has significant market share will be able to protect that market share as competitors develop technologies or interfaces that are substantially equivalent or superior to the technology of a technology company. Additionally, consumer tastes and preferences can change very quickly, which may result in a company’s market share decreasing rapidly if consumer focus shifts to its competitors. In addition, many technology companies may trade at very high multiples to current earnings with their stock prices reflecting significant future growth which may or may not occur. Control Positions To the extent that a Client owns a controlling stake in, or the Client or Firm has representatives on a board of directors or is deemed an affiliate of a particular company, the Client or Firm may be subject to certain additional securities laws restrictions which could affect both the liquidity of the Client’s interest and the Client’s ability to liquidate its interest without adversely impacting the investment’s price, including insider trading restrictions, the affiliate sale restrictions of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and the disclosure requirements of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, to the extent that affiliates of the Client, its General Partner, or the Firm are subject to such restrictions, the Client, by virtue of its affiliation with such entities, may be similarly restricted, regardless of whether the Client stands to benefit from such affiliate's stock ownership. Risks in Effecting Operating Improvements and Board Participation In some cases, the success of a Client’s investment strategy may depend, in part, on the ability of the Firm and/or other investors participating in the take-private transaction to restructure and effect improvements in the operations of a company. The activity of identifying and implementing potential operating improvements at a company entails a high degree of uncertainty. Certain features of a relevant business environment (e.g., a company’s reluctance or inability to effect layoffs or close or divest of unprofitable business lines) may impede or prevent the implementation of necessary restructuring steps

for such companies. There can be no assurance that a Client and/or other investors participating in the take-private transaction will be able to successfully identify and cause or persuade a company to implement such improvements. Further, to the extent that a Client owns a controlling stake in, has representatives on a board of directors or creditors’ committee or is deemed an affiliate of, a particular company, it may be subject to certain additional bankruptcy or securities laws restrictions which could affect both the liquidity of the Client’s interest and the Firm’s ability to liquidate its Client’s interest without adversely impacting the investment’s price. In the event that a Client has a minority stake in a private company and is a non-control investor, it may have limited governance rights with respect to the private company. As a result, the Client may have to largely depend on controlling shareholders, the board of directors, and new management of the private investment to restructure and effect improvements in the operations of the private company. Convertible Securities The Firm may invest in convertible securities, securities that may be exchanged or converted into a predetermined number of the issuer's underlying shares or the shares of another company or that are indexed to an unmanaged market index at the option of the holder during a specified time period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, stock purchase warrants, zero-coupon bonds or liquid-yield option notes, stock index notes, mandatories, or a combination of the features of these securities. Prior to conversion, convertible securities have the same general characteristics as non-convertible debt securities. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and conversely, increase as interest rates decline. Convertible securities, however, also appreciate when the underlying common stock appreciates, and conversely, depreciate when the underlying common stock depreciates. Debt Instruments The Firm may invest in fixed income securities and other debt instruments. Certain of these instruments may be unrated by a recognized credit-rating agency or below investment grade, which are subject to greater risk of loss of principal and interest than higher-rated debt instruments. The Firm may invest in debt instruments which rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of which may be secured on substantially all of that issuer’s assets. The Firm may invest in debt instruments which are not protected by financial covenants or limitations on additional indebtedness. In such cases, the Firm would be subject to credit and liquidity risks. In addition, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. Investment in a debt instrument will normally involve the assumption of interest rate risk. Illiquidity of Debt Securities Debt instruments and interests in debt instruments have significant liquidity risks and market value risks since they are not generally traded in organized exchange markets but are traded by certain banks and other institutional investors. The primary resale opportunities for such debt instruments are privately negotiated transactions with a limited number of purchasers. This may restrict the ability of the Firm to dispose of investments in a timely fashion and/or at a favorable price, which could result in losses to a Client. The debt of highly leveraged companies or companies in default also may be less liquid than other debt. Investors engaged in investment strategies similar to some of the investment strategies engaged in by the Firm have in the past, especially during periods of market turmoil, experienced periods of

substantial illiquidity with respect to certain types of investments that may be held by the Fund. The inability of the Firm or other investors to sell certain types of investments has and could lead to a potential inability of the Firm and other investors to meet margin calls or fund withdrawals, the impact of which can be further aggravated as dealers and counterparties reduce available credit lines and investors withdraw additional capital. In extreme market conditions, these factors can lead to a downward cycle that can have a significant adverse effect on the market prices of investments. Lack of Liquidity of Private Company Investments The SPV is invested in a portfolio company, which is a privately held company. This factor has and will have the effect of limiting the availability of these securities for purchase by the SPV and has and will also limit the ability of the SPV to sell or distribute such securities at their fair value prior to the liquidation of the SPV or in response to changes in the economy or financial markets. Thus, there can be no assurance as to the timing and amount of distributions from the SPV. The SPV may also, in the General Partner’s sole discretion, make distributions in kind to limited partners in the SPV and such securities and instruments so distributed will likely not be readily marketable. In addition, in the event that an affiliate or related entity or person of the SPV is deemed an affiliate or insider of the Portfolio Company, the SPV’s ability to sell or distribute securities of the Portfolio Company will be restricted. Credit Risk The issuers of debt instruments may face significant ongoing uncertainties and exposure to adverse conditions that may undermine each issuer’s ability to make timely payment of interest and principal. In addition, major economic downturns and financial market swings have adversely affected, and could in the future adversely affect, the ability of some issuers to repay principal and pay interest and may increase the incidence of default for debt instruments. Changes in the financial condition of an issuer, changes in general economic conditions, and changes in specific economic conditions that affect a particular type of issuer can impact the credit quality of an issuer and the value of an issuer’s outstanding debt. Lower quality instruments are often considered to be speculative in nature and involve greater risk of default, and tend to be more sensitive to these changes than higher quality instruments. Interest Rate Risk The Clients are subject to interest rate risk. Generally, the value of fixed income instruments changes inversely with changes in interest rates. As interest rates rise, the market value of fixed income instruments tends to decrease. Conversely, as interest rates fall, the market value of fixed income instruments tends to increase. This risk is typically greater for instruments based on longer-term interest rates than for instruments based on shorter-term interest rates. The Firm may attempt to minimize the exposure of the Clients’ portfolio to interest rate changes through the use of interest rate swaps, interest rate futures, interest rate options, and/or other hedging strategies. However, there can be no guarantee that such hedges will be implemented and, if implemented, will be successful in fully mitigating the impact of interest rate changes on the Clients’ portfolio. Swaps The Firm may enter into swap agreements and/or options on swaps agreements (“swaptions”). Whether the Firm’s use of swap agreements or swaptions are successful may depend on the Firm’s ability to select appropriate transactions for the Fund. Swap agreements and swaptions can be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes, and/or

market factors. Depending on their structure, swap agreements may increase or decrease the holder’s exposure to, for example, equity securities, long-term or short-term interest rates, non-U.S. currency values, credit spreads, or other factors. Swap agreements can take many different forms and are known by a variety of names. Swap transactions may be highly illiquid and may increase or decrease the volatility of the Fund’s portfolio. Moreover, the Clients bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. The Clients also bear the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure of the Client to post or maintain required collateral. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Firm’s ability to terminate swap transactions or to realize amounts to be received under such transactions. Non-U.S. Securities The Clients invest in non-U.S. securities. Investing in securities of non-U.S. governments and companies, which are generally denominated in non-U.S. currencies, and the utilization of options and swaps on nonU.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the United States government or United States companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, foreign government restrictions, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. With regard to private company investments in companies outside of the U.S., Clients will be impacted by conditions outside the U.S. Investing in these securities involves additional considerations and risks beyond those typically involved in investing in U.S. companies, including the instability of some foreign governments, the possibility of expropriation, limitations on the use or removal of funds or other assets, changes in governmental administration or economic or monetary policy (in the U.S. or abroad) or changed circumstances in dealings between nations. The application of foreign tax laws (for example, the imposition of withholding taxes on dividends, interest payments, or capital gains) or confiscatory taxation may also affect investments in foreign securities and significantly reduce any realized returns. Investments in foreign countries could be affected by other factors not present in the U.S., including lack of uniform accounting, auditing and financial reporting standards and potential difficulties in enforcing contractual obligations. Currency Risks The Clients have exposure to fluctuations in currency exchange rates. From time to time, the Firm tries to hedge these risks by investing in currencies and options thereon, forward currency exchange contracts, or any combination thereof, but there can be no assurance that such strategies will be implemented or, if implemented, will be effective. The Firm may also invest in currencies for speculative purposes. These transactions involve a significant degree of risk and foreign exchange markets are volatile, specialized, and technical. Significant changes, including changes in liquidity and prices, can occur in these markets within very short periods of time. Changes in exchange rates over time are the result of many factors directly or indirectly affecting the economic and political conditions in the country or economic region associated with a specific currency. Exchange rates fluctuate for a number of reasons, including, without limitation: (i) existing and expected rates of inflation; (ii) existing and expected interest rate levels; (iii) the balance

of payments between the relevant country and its major trading partners; (iv) political, civil, or military unrest in the relevant country or economic region; and/or (v) monetary, fiscal and trade policies of the relevant country or economic region (including pegging, de-pegging, flooring or capping an exchange rate relative to another currency). Governments use a variety of techniques, such as intervention by their central banks or imposition of regulatory controls or taxes, to affect the exchange rate of their currencies. Foreign exchange rates can either be fixed by sovereign governments or floating. Exchange rates of most economically developed nations are permitted to fluctuate in value relative to the value of other currencies. However, governments do not always allow their currencies to float freely in response to economic forces. Governments use a variety of techniques, such as intervention by their central bank or imposition of regulatory controls or taxes, to affect the trading value of their respective currencies. They may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. The value of the Fund’s investments could be affected by the actions of sovereign governments. Additionally, market perceptions of the relative strength or cohesion of a specific political state or monetary union can dramatically affect the value of a currency. Fluctuations in exchange rates may negatively impact the value of an investment in the Clients to the extent the Clients have currency exposure in the form of a hedge, a non-U.S. dollar denominated instrument or as a standalone position. Inflation Any quantitative easing undertaken by central banks around the world could result in material levels of inflation. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economics and securities markets of numerous economies. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the Client’s returns. Lack of Liquidity of Fund Investments The Client’s assets will include securities and other financial instruments or obligations that are thinly traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws. The sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to accurately value any such investments. Further, if at the time of a requested withdrawal the Clients do not have a sufficient amount of cash or liquid assets, the Clients may have to meet such withdrawal request through distributions of illiquid assets in kind, either directly to the withdrawing investor or through a liquidating account mechanism or trust. Options The Firm may invest in options. The purchase or sale of an option (including an over-the-counter option) involves the payment or receipt of a premium by the investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received (which could result in a potentially unlimited loss). Over-the-counter options also involve counterparty solvency risk.

Hedging Transactions The Firm utilizes a variety of financial instruments for both risk management and general investment and speculation purposes. With respect to the Firm's risk management and hedging transactions, there can be no assurances that a particular hedge is appropriate, or that a certain risk is measured properly. Further, while the Firm may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risk for the Fund than if it did not engage in any such hedging transactions. Moreover, the Clients will always be exposed to certain risks that cannot be hedged, such as credit risk (relating both to particular securities and counterparties). In addition, the Firm may choose not to enter into hedging transactions with respect to some or all of its positions. Derivative Financial Instruments and Techniques The Firm may invest in derivative financial instruments. The risks posed by such instruments and techniques, which can be extremely complex and may involve leveraging of the Fund’s assets, include: (1) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations); (2) market risk (adverse movements in the price of a financial asset); (3) legal risks (the characterization of a transaction or a party’s legal capacity to enter into it could render the financial contract unenforceable, and the insolvency or bankruptcy of a counterparty could preempt otherwise enforceable contract rights); (4) operations risk (inadequate controls, deficient procedures, human error, system failure or fraud); (5) documentation risk (exposure to losses resulting from inadequate documentation); (6) liquidity risk (exposure to losses created by inability to prematurely terminate the derivative); (7) system risk (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (8) concentration risk (exposure to losses from the concentration of closely related risks such as exposure to a particular industry or exposure linked to a particular entity); and (9) settlement risk (the risk faced when one party to a transaction has performed its obligations under a contract but has not yet received value from its counterparty). Use of derivatives and other techniques such as short sales involves certain additional risks, including (i) dependence on the ability to predict movements in the price of the securities hedged; (ii) imperfect correlation between movements in the securities on which the derivative is based and movements in the assets of the underlying portfolio; and (iii) possible impediments to effective portfolio management or the ability to meet short-term obligations because of the percentage of a portfolio’s assets segregated to cover its obligations. In addition, by hedging a particular position, any potential gain from an increase in value of such position may be limited. Counterparty Risk To the extent that the Firm invests in swaps, derivative or synthetic instruments, repurchase agreements, forward contracts, certain types of options or other over-the-counter transactions or customized financial instruments, or, in certain circumstances, non-U.S. securities, the Clients may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organization guarantees, daily mark-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default.

Initial Public Offerings The Firm may invest in initial public offerings. Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including, without limitation, the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for these securities and thus the value of the Clients’ investments. Use of Leverage The Firm utilizes leverage, which results in the Firm controlling substantially more assets than the Clients have equity. Leverage increases the Clients’ returns if the Clients earn a greater return on investments purchased with borrowed funds than the Clients’ cost of borrowing such funds. However, the use of leverage exposes the Clients to additional levels of risk, including: (i) greater losses from investments than would otherwise have been the case had the Fund not borrowed to make the investments; (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions; and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Clients’ cost of borrowing such funds. In the event of a sudden, precipitous drop in value of the Clients’ assets, the Clients might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. In an unsettled credit environment, the Firm may find it difficult or impossible to obtain leverage for the Clients. In such event, the Firm could find it difficult to implement its strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in the Firm being forced to unwind the Clients’ positions quickly and at prices below what the Firm deems to be fair value for such positions. To the extent that options, swaps, swaptions and other “synthetic” or derivative financial instruments are used by the Firm, they inherently contain much greater leverage than a non-margined purchase or sale of the underlying security, commodity, or instrument. This is due to the fact that generally only a very small portion (and in some cases none) of the value of the underlying security, commodity or instrument is required to be paid in order to make such investments. In addition, many of these products are subject to variation or other interim margin requirements, which may force premature liquidation of investment positions. Depending on conditions in the credit markets at any given time, the amount that the Fund is required to pay in order to make such investments in “synthetic” or derivative financial instruments may increase substantially, thereby making it difficult or impossible for the Firm to obtain leverage for the Clients’ portfolio. Since leveraging its assets is an integral part of the investment strategy employed by the Firm on behalf of the Clients, in such event the Firm could find it difficult to implement its strategy. Margin Borrowing The Firm has the authority to employ margin borrowing as part of the Clients’ investment strategy. Margin borrowing increases returns to investors if the Fund earns a greater return on leveraged investments than the Clients’ cost of such leverage. However, the use of margin borrowing exposes the Clients to additional levels of risk, including: (i) greater losses from investments than would otherwise have been the case had the Fund not borrowed to make the investments; (ii) margin calls or changes in margin requirements may

force premature liquidations of investment positions; and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Clients’ cost of leverage related to such investments. In case of a sudden, precipitous drop in value of the Clients’ assets, the Firm might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying the losses incurred by the Clients. Incentive Allocation In the event that a limited partner of the Funds makes a partial or complete withdrawal of its interests or its interests are mandatorily withdrawn at any time other than the end of a fiscal year, the Fund GP will be entitled to the Incentive Allocation with respect to the withdrawn amount, calculated as though the date of such withdrawal were the last day of the fiscal year. This may result in the limited partner of the Funds being subject to an Incentive Allocation during the year even though the limited partner does not have net profits based on the entire year’s performance (i.e., due to losses that occur after the withdrawal). Risk of Loss Associated with Other Financial Institutions and Financial Intermediaries The Firm may trade a variety of different financial instruments with different financial institutions and financial intermediaries, and will custody and settle the Clients’ assets through or with those financial institutions and financial intermediaries. Such financial institutions and intermediaries may act as principals or as agents in their interactions with the Clients. In a principal transaction, a Client may enter into a securities or a derivative-based transaction with a financial institution. The financial institution is responsible for delivery (in a securities context) or for payment (in a derivative context), and these obligations may be intermediated and/or custodied at those financial institutions. In every transaction (or even in the absence of a transaction, in the context of a custody arrangement), the Client bears certain risks associated with the financial institution or the intermediary that the Client uses to conduct its transactions with the financial institution. These risks include operational and settlement risks, legal risks, credit risk, non-payment, non-deliverability, government intervention, complex regulatory risk, nonperformance risk, bankruptcy risk, insolvency risk, receivership, and fraud risk by either the financial institution or the intermediary. Correlation Risk The success or failure of an investment strategy that may be employed by the Firm on behalf of the Clients may depend on the correlation between securities within the Firm’s portfolio. In many cases, the strategy will be based on an assumption that historical pricing correlations accurately represent future correlations. In contexts where a strategy is based on identifying apparent pricing anomalies based on historical correlations, a short- or long-term change in those correlations could adversely affect the anticipated market gain achievable from trading on the basis of the strategy. Historical pricing patterns do not necessarily predict future relationships, particularly at times of serious market disruption or during unusual trading periods or market events. Consequently, the adoption of hedged and other low volatility strategies will not necessarily eliminate or modulate market risk. Since many strategies assume a continuation of historical pricing patterns, any substantial deviation from those patterns can result in volatility and losses.

Investment Flexibility The Firm has broad and flexible authority to invest the Fund’s capital. In particular, the Firm is not required to invest any particular percentage of the Fund’s portfolio in any type of investment, sector or region, and the amount of the Fund’s portfolio which is invested in any type of investment, long or short, or which is weighted in different countries or different sectors can change at any time based on the availability of attractive market opportunities. Accordingly, at any time, the Fund may have significant investments in strategies, sectors or instruments not specifically described in the Governing Documents and therefore be subject to risks that are not specifically described in the Governing Documents. Prospective investors must recognize that, by investing in the Fund, they are placing their capital under the full discretionary management of the Firm and authorizing the Firm to trade for the Fund. There can be no assurance that the Firm will be successful in applying its approach, and there is material risk that an investor may suffer significant impairment or total loss of its capital. Portfolio Turnover The Fund’s investment strategy may require the Firm to actively trade the Fund’s portfolio, and, as a result, turnover and brokerage commission expenses of the Fund may significantly exceed those of other investment entities of comparable size. Brokerage and Custodial Risk There are risks involved in dealing with the custodians or prime brokers who settle Fund trades. The Fund maintains custody accounts with its prime brokers and primary custodians (the “Prime Brokers”). Although the Fund GP monitors the Prime Brokers and believes that they are appropriate custodians, there is no guarantee that the Prime Brokers, or any other custodian that the Fund may use from time to time, will not become bankrupt or insolvent. While both the U.S. Bankruptcy Code and the Securities Investor Protection Act of 1970 seek to protect customer property in the event of a bankruptcy, insolvency, failure or liquidation of a broker-dealer, there is no certainty that, in the event of a failure of a broker-dealer that has custody of Fund assets, the Fund would not incur losses due to its assets being unavailable for a period of time, the ultimate receipt of less than full recovery of its assets, or both. The Fund and/or the Prime Brokers may appoint sub-custodians in certain non-U.S. jurisdictions to hold Fund assets. The Prime Brokers may not be responsible for cash or assets held by sub-custodians in certain non-U.S. jurisdictions, or for any losses suffered by the Fund as a result of the bankruptcy or insolvency of any such sub-custodian. The Fund may therefore have potential exposure on the default of any subcustodian and, as a result, many of the protections that would normally be provided to a fund by a custodian may not be available to the Fund. Under certain circumstances, including certain transactions where the Fund’s assets are pledged as collateral for leverage from a non-broker-dealer custodian or a non-broker-dealer affiliate of the Prime Brokers, or where the Fund’s assets are held at a non-U.S. custodian, the securities and other assets deposited with the custodian or broker may not be clearly identified as being assets of the Fund and the Fund could be exposed to a credit risk with regard to such parties. Custody services in certain non-U.S. jurisdictions remain undeveloped and, accordingly, there are transaction and custody risks of dealing in certain non-U.S. jurisdictions. Given the undeveloped state of regulations on custodial activities and bankruptcy, insolvency, or mismanagement in certain non-U.S. jurisdictions, the ability of the Fund to recover assets held by a sub-custodian in the event of the subcustodian’s bankruptcy or insolvency could be in doubt, as the Fund may be subject to significantly less favorable laws than many of the protections that would be available under U.S. laws. In addition, there

may be practical or timing problems associated with enforcing the Fund’s rights to its assets in the case of a bankruptcy or insolvency of any such party. The Fund and companies in which the Fund invests may also maintain deposits or other assets at U.S. or non-U.S. banks which may exceed the level at which deposits are guaranteed. There can be no assurance that a custodial bank will not experience difficulties or fail or that the Fund and its portfolio companies will not experience delays or an inability to access deposits or other assets. Business and Regulatory Risks of Private Funds Legal, tax and/or regulatory changes could occur during the term of the Clients that may adversely affect the Clients. Changes in the regulation of private funds may adversely affect the value of the Clients’ investments and/or the Firm’s ability to employ investment strategies on behalf of the Clients. In addition, securities and futures markets are subject to comprehensive statutes, regulations, and margin requirements. Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and funds that engage in such transactions is subject to modification by government and judicial actions. The effect of any future regulatory change on the Clients could be substantial and adverse. Non-Disclosure of Positions In an effort to protect the confidentiality of its positions, the Fund will generally limit its disclosure of positions to investors. However, subject to the Firm’s side letter policy described herein, the Fund GP may, in its sole discretion, permit such disclosure on a select basis to certain investors. Effects of Health Crises and Other Catastrophic Events Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and the Firm’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies, and component parts, and reduced or disrupted operations for Fund portfolio companies. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Firm and other service providers could be reduced, delayed, suspended, or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. Cybersecurity Risk The Clients, the General Partners, the Firm and their respective service providers, including banks, brokerdealers, custodians and their affiliates, may be subject to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information, unauthorized asset transfers, and various other forms of cybersecurity breaches. Cyber-attacks affecting the Funds, the SPV, the General Partners, the Firm or their service providers may adversely impact the Clients. For instance, cyber-attacks may interfere with the processing or execution of Client transactions, cause the release of confidential information, including private information about investors, subject the Funds, the SPV, the General Partners, the Firm or their affiliates to regulatory fines

or financial losses or cause reputational damage. Additionally, cyber-attacks or security breaches (e.g., hacking or the unlawful withdrawal or transfer of funds), affecting any key service providers, such as banks, broker-dealers, custodians or other counterparties holding assets of the Clients, may cause significant harm to the Clients, including the loss of capital. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund or the SPV may invest. These risks could result in material adverse consequences for such issuers, and may cause the Clients’ investments in such issuers to lose value. Service on Boards and Committees From time to time, senior management and/or key employees of the Firm may serve as directors, advisory board members or committee members (e.g., a creditors’ committee) of certain public and/or private companies. These companies may include portfolio companies of the Clients. In connection with such services, such persons may receive fees or other similar compensation. The retention of such compensation by such persons for performing services for the portfolio companies: (i) will not offset or otherwise reduce the management fees payable to the Firm or the performance-based allocations allocable to the General Partners; and (ii) may create an incentive for the Firm to cause the Clients to enter into transactions where such opportunities for additional compensation exist. In addition, as a result of any such engagements, the Firm may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Clients may be prohibited, by law, policy or contract, for a period of time from: (i) unwinding a position in an issuer; (ii) establishing an initial position or taking any greater position in an issuer; and/or (iii) pursuing other investment opportunities related to an issuer.

may report violations of law or the Firm’s policies and procedures. The Firm will provide a copy of its Code of Ethics to any client or prospective client upon request. Co-Investments There are conflicts of interest associated with the offering of co-investment opportunities and related expenses. The Firm may, but is not required to, provide co-investment opportunities to one or more investors and/or third parties. For the avoidance of doubt, no investor is entitled pursuant to the Governing Documents to be offered or participate in any co-investment opportunity sourced or identified by the Firm. When offering a co-investment opportunity to a particular investor, the Firm considers a variety of factors, including, without limitation: (i) whether the investor may provide strategic value to the Firm; (ii) the Firm’s prior experience with the investor; (iii) legal, tax and regulatory matters; and (iv) whether such investor has previously expressed an interest in participating in co-investment opportunities. The General Partners, the Firm and their respective principals, directors, members, partners, shareholders, managers, officers, employees, agents, affiliates, and representatives may also participate, directly or indirectly, in co-investments; accordingly, this may reduce the availability of coinvestment opportunities for investors and third parties. The terms applicable to any co-investment opportunity will be established in the sole discretion of the Firm, and co-investors may not be subject to any fees or other compensation in relation to the co-investment opportunity. Personal Trading Policy Employees are generally prohibited from engaging in personal trading, but are able to transact in: (i) municipal bonds, exchange-traded funds and exchange traded notes, mutual funds, treasuries, and money market securities without obtaining prior approval from the Firm’s CCO, and (ii) private investments (e.g., hedge funds) after obtaining prior approval from the CCO. Additionally, employees are required to provide the CCO with periodic reporting relating to their trading activity and personal accounts. The Firm’s policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Participation or Interest in Client Transactions The Firm makes available to qualified prospective investors the opportunity to invest in the Funds. The Firm’s Principal has a significant personal investment in the Funds and SPV. In addition, the General Partners are entitled to receive incentive allocations and/or profits interests from the Clients. The Firm does not engage in a principal transaction unless it has determined that the transaction is in the relevant Clients’ best interests and has obtained client consent in accordance with the Firm’s written procedures and applicable law. The Firm’s personnel have and may choose to personally invest, directly and/or indirectly, in the Clients. As investors in the Clients, these investment management personnel are in possession of information relating to the Firm and the Clients’ portfolios that is not available to other investors of the Clients and prospective investors of the Clients. It is expected that, if such investments are made by these investment management personnel, the size and nature of these investments will change over time without notice to other investors of the Clients.

Such factors are expected to include, among others: financial stability and reputation of brokerage firms, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, custodial and other services provided for the enhancement of the Firm’s portfolio management capabilities, the size and type of the transaction, the difficulty of execution and the ability to handle difficult trades, and the operational facilities of the brokers and/or dealers involved (including back office efficiency) and the research, brokerage or other services provided by such brokers. The Firm’s senior managers meet on a quarterly basis to evaluate, among other things, the execution that it is receiving from brokers. In conducting its analysis, the senior managers consider the factors listed above, among others, and will review gifts and entertainment received, and any known conflicts of interests (e.g., directing commissions to a broker that employs a family member of one of the Firm’s employees). Outsourced Trading The Firm has engaged one or more broker-dealers on behalf of the Funds to execute and/or direct a portion of the Fund’s trades on an outsourced basis (each, an “Outsourced Trading Desk”). The Firm believes that such engagement (i) benefits the Funds and its investors by providing access to each Outsourced Trading Desk’s knowledge and experience, connectivity to execution venues, proprietary and third-party trading technology and other services and (ii) is consistent with the Firm’s duty to seek best execution. However, such an arrangement differs from the practices of certain asset managers, which rely on their employees to perform certain of these trading functions. Under the terms of its engagement, an Outsourced Trading Desk — unless directed by the Firm to do otherwise — will have discretion on matters such as price, execution timing, venue, broker, and other aspects of trade execution. While the Firm reviews the services performed by any Outsourced Trading Desk on a periodic basis (see below), it is possible that, in the exercise of its discretion, an Outsourced Trading Desk will execute and/or direct trades under sub-optimal conditions or make trading-related errors that will negatively impact Clients. Use of an Outsourced Trading Desk, and the manner in which the Firm compensates the Outsourced Trading Desk, exposes Clients to potential conflicts of interest that would be different than the conflicts of interest posed if the Firm employed its own trading desk personnel. Specifically, when using an Outsourced Trading Desk, Clients bear the fees paid to such desk, which is not the case if the Firm traded internally. As a result, Client expenses are expected to be higher than if the Firm traded with brokers directly. The Firm has engaged an Outsourced Trading Desk on what it considers to be “arm’s-length” and commercially reasonable terms. In addition, any Outsourced Trading Desk has, and is expected to continue to have, clients other than the Firm and its Clients. Other Client demands could place limitations on, or reduce the responsiveness of, an Outsourced Trading Desk, which may adversely affect the Firm’s Clients.

Arrangements with Outsourced Trading Desks may expose Client transactions to information leakage similar to trading with other executing brokers. The Firm evaluates and monitors any Outsourced Trading Desk in a manner similar to other brokers and may incorporate additional elements to such review process. Research and Other Soft Dollar Benefits The Firm has entered into soft dollar arrangements with certain brokers. Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing Client securities transactions to the broker. Soft dollar arrangements create a potential incentive for the Firm to select a broker based on the Firm’s interest in receiving the research or other products or services offered by such broker, rather than on its Clients’ interests in receiving most favorable execution. Further, soft dollar arrangements pose a possible conflict of interest for the Firm in that such arrangements potentially allow the Firm to pay with client commissions expenses that would otherwise be borne by the Firm. However, the Firm only expects to use client commissions to pay for expenses that would otherwise be borne by its Clients (and not by the Firm). When engaging in soft dollar transactions, the Firm will comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising the Firm’s discretionary authority to select or arrange for the selection of brokers for execution of transactions for its Clients, and, subject to the Firm’s duty to obtain best execution, the Firm may consider the value of research and brokerage products and services provided by such brokers. Accordingly, if the Firm determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a client may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service all Clients and not exclusively in connection with the management of the Clients that generated the particular soft dollar credits. Where a product or service obtained with client commission dollars provides both research and nonresearch assistance to the Firm, the Firm will make a reasonable allocation of the cost which may be paid for with client commission dollars. The Firm also executes transactions on behalf of its Clients with brokers that may provide the Firm with access to bundled services, including access to proprietary research reports (such as standard investment research and credit reports) and invitations to attend conferences. To the best of the Firm’s knowledge, these services are generally made available to all institutional investors doing business with such brokers. These bundled services are made available to the Firm on an unsolicited basis and without regard to the rates of commissions charged or paid by Clients or the volume of business that the Firm directs to such brokers. Brokerage for Client Referrals During our last fiscal year, the Firm acquired with client brokerage commissions (or markups or markdowns): (i) research, such as proprietary research from brokers and (ii) research services, such as consultation with industry consultants concerning specific companies, industries, or sectors. Subject to applicable law, the Firm may direct client brokerage business to brokers that refer prospective investors to the Firm. Because such referrals, if any, are likely to benefit the Firm but may not provide a benefit to the Firm’s Clients, the Firm would have a conflict of interest with its Clients when allocating brokerage

business to such brokers. To mitigate this potential conflict, the Firm will not allocate brokerage business to a referring broker unless it determines that such allocation is consistent with its best execution duties. Trade Errors The Firm may on occasion experience errors with respect to trades made on behalf of client accounts. The Firm will reimburse each client account for losses resulting from trade errors in accordance with the terms of such Client’s Governing Documents. Aggregation of Orders The Firm will not aggregate trades while the Funds are its only Clients that actively trade, since they operate through a single master-feeder structure.

In addition to the reporting above, investors may be provided with certain information in response to questions and requests, such as mid-month performance estimates and formal transparency reports. This information may not be distributed to all investors or prospective investors. Each investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by the Firm is sufficient for its needs.

When the Firm does not vote with management, it may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular Client: (i) management of the issuer’s views and recommendations on such proposal; (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, classified board of directors and/or other antitakeover measure); and (iii) whether the Firm believes that the proposal will fairly compensate management for its and/or the issuer’s performance. If the Firm deems that the issue being voted upon is not material for the Firm and its Clients or it determines that the cost of voting a proxy would exceed the expected benefit to the Firm’s Clients, the Firm will not be obligated to vote on such matter. If the CCO believes that a material conflict exists between the Firm and the Clients with respect to a voting decision, the CCO will work with the relevant investment professionals to determine the appropriate course of action, which may include consulting with an independent third party or having the conflicted person abstain from the decision-making. Upon the request by a Client, the Firm will disclose to such Client how it voted proxies for securities owned by such Client. The Firm will also provide a copy of its proxy voting policies and procedures to clients upon request.