Pact: investment adviser

PACT also provides discretionary investment advisory services to co-investment special purpose funds established to invest alongside a fund in a single portfolio company (each, a “Co-Investment Fund” and collectively with the above-mentioned Funds, the “Funds” unless the context otherwise requires). PACT has formed general partners (the “General Partners”) with authority to make investment decisions on behalf of the Funds. The General Partners are subject to the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), pursuant to PACT’s registration in accordance with SEC guidance. Throughout this Brochure, reference to PACT will also include reference to each General Partner, unless the context otherwise requires. PACT provides investment advisory services as a private fund manager to the Funds. The Funds invest through privately negotiated transactions in middle market private alternative asset management firms (“Partner Firms”) and related entities. The Funds’ investments can be made on a primary or secondary basis. Throughout this Brochure, the term “investments” means investments by a Fund in Partner Firms, Partner Firm funds and/or Partner Firm portfolio companies, and “Portfolio Entity” means any person or entity in which an investment has been made. PACT’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions of such investments. Investments are made predominantly in non-public companies, although investments in public companies are permitted in certain instances. PACT’s investment advice and authority for each Fund is tailored to the investment objectives of that Fund; PACT does not tailor its advisory services to the individual needs of limited partners in its Funds. Each Fund’s investment objectives are described in and governed by, as applicable, the private placement memorandum, limited partnership agreement, subscription agreements, investment advisory agreements, side letter agreements and other governing documents of the relevant Fund (collectively, “Governing Documents”) and limited partners determine the suitability of an investment

in a Fund based on, among other things, the Governing Documents. The Firm does not seek nor require limited partner approval regarding each investment decision. PACT pursues an investment strategy that it anticipates will generate substantial opportunities for coinvestment. PACT is permitted, in its sole discretion, to provide or commit to provide co-investment opportunities to one or more limited partners in its Funds and/or to other third parties, and to allocate co-investment opportunities among potential co-investors, in each case on terms to be determined by PACT in its sole discretion. In exercising such discretion with respect to a particular investment, PACT considers some or all of a wide range of factors, which is expected to include those set forth in the Governing Documents. Regulatory Assets Under Management As of December 31, 2025, PACT manages $891,659,687 million in regulatory assets under management, all on a discretionary basis. Principal Owners/Ownership Structure PACT is principally owned and controlled by Managing Partner Christian von Schimmelmann. Certain investors retain a passive minority ownership (the “Anchor Investors”) in a PACT affiliate. Please see Items 8 and 10 for more information on PACT’s minority investors and the conflicts associated therewith.

Limited partners should refer to the Governing Documents of the applicable Fund for a complete understanding of how PACT expects to be compensated for its advisory services; the information contained herein is a summary only and is qualified in its entirety by such documents. Management Fees and Carried Interest PACT charges each Fund a management fee (the “Management Fee”), based on a percentage of committed capital during a Fund’s investment period and thereafter based on a percentage of invested capital at various stepdown percentages as described in the Governing Documents, and until such investments have been sold or completely written-off for U.S. federal income tax purposes. Any write down in the value of an investment will not reduce the Management Fee payable by a Fund. The amount of Management Fees generally will not correspond with fluctuations in a Fund’s net asset

value and will not be reduced in connection with any write downs, except in the case of investments that are completely written-off for U.S. federal income tax purposes. Except where the Governing Documents expressly provide to the contrary, Management Fees will generally not be reduced (in whole or in part) in the case of partial distributions or partial sales of investments. Assessed quarterly in advance, Management Fees are negotiated with limited partners during the fundraising period of the applicable Fund and are not subject to negotiation thereafter. If the investment advisory agreement is terminated before the end of the applicable period, Management Fees will be charged on a pro rata basis through the date of termination, and any fees paid in advance but not earned will be refunded. Each General Partner or an affiliate thereof is entitled to be allocated carried interest (“Carried Interest”) with respect to the applicable Fund, net of all expenses in excess of a compounded preferred return and catch-up provisions. The Carried Interest distributed to a General Partner or such affiliate is subject to a potential clawback or giveback at the end of the life of the Fund and at certain interim intervals if PACT has received excess cumulative distributions at such time, in each case as provided in the Governing Documents. PACT and its affiliates are permitted, in their sole discretion, to reduce or waive all or a portion of the Management Fee for certain limited partners. Management Fees can differ from one Fund to another as well as among limited partners in the same Fund. Management Fees are waived for PACT employees and affiliates, although these limited partners generally pay their pro rata share of certain Fund expenses. In addition, PACT is permitted to receive supplemental fees and compensation with respect to Portfolio Entities including director’s fees, financial consulting fees, monitoring fees, advisory fees, closing fees, transaction fees, investment banking fees and placement fees (collectively, “transaction fees”). For certain Funds, the receipt of such supplemental fees, in certain circumstances, is expected to be offset against the Management Fee, net of any expenses incurred in connection with any consummated or unconsummated transaction in connection with generating such fees and as further described in each Fund’s Governing Documents. The Governing Documents set forth the full list of terms under which Management Fees are reduced, offset or otherwise limited, and consequently limited partners should expect to bear the full specified Management Fee in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. Fund Expenses As described in the Governing Documents, each Fund will bear all fees, costs, expenses, liabilities and obligations relating to Fund entities and/or their respective activities, operations or actual or potential investments, including with respect to any entity formed to effect the acquisition, holding and/or disposition of a Portfolio Entity (to the extent not borne or reimbursed by a Portfolio Entity or potential Portfolio Entity), including where incurred by or on behalf of any Portfolio Entity, whether

incurred prior to, or following, the initial closing date, including all fees, costs, expenses, liabilities and obligations (referred to collectively in this definition as “costs”).

activities with respect to pursuing, structuring, organizing, evaluating, negotiating, consummating, financing, refinancing, syndicating, diligencing (including any subscriptions to any periodicals, databases and/or research services), acquiring, bidding on, owning, managing, monitoring (including attending meetings with actual or prospective underlying Partner Firms, underlying Partner Firm funds and/or underlying Partner Firm portfolio companies), operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of, as applicable, actual and potential investments (including follow-on investments and other transactions involving the deployment of capital of the Fund Entities and/or the ownership, realization and/or disposition of investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other costs payable to attorneys, accountants, tax professionals, investment bankers, lenders, expert networks, third-party diligence, software and service providers, consultants, executive search firms, advisors and similar professionals in connection therewith) and any communications related to any of the foregoing;

indebtedness of, or guarantees made by, any partnership entities, PACT, a General Partner or any of their respective affiliates on behalf of any partnership entities or any Portfolio Entities (including any credit facility, letter of credit or similar credit support), including interest with respect thereto, or evaluating, negotiating and/or seeking to put in place any such indebtedness or guarantee;

financing, commitment, origination and similar activities;

broker, dealer, finder, underwriting (including both commissions and discounts), loan administration, private placement, sales, investment banker, finder and similar services;

brokerage, sale, custodial, depository, local paying agent, trustee, record keeping, account, registered office and similar services (including any depositary appointed pursuant to the AIFMD and any Swiss representative or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) or any other applicable law);

administrative, financial, tax or similar matters or functions of any partnership entities, including all costs of the partnership entities, a General Partner, a special limited partner, PACT or any of their respective affiliates incurred in connection with the operation of the partnership entities, including all costs related to (A) the preparation, distribution or filing of partnership entitiesrelated or investment-related financial statements or other reports, filings or communications with partners; and (B) tax returns, tax estimates, Schedule K-1s or any other tax information, in each

case described in this clause (vi), including any legal, administrator, consulting or other third-party service provider costs related thereto;

regulatory and compliance activities relating to any partnership entities and any of their respective actual or prospective investments, including all costs of the partnership entities, PACT or any of their respective affiliates related to and on behalf of the partnership entities, including (A) all filings and reports (including (1) any filings required under applicable U.S. or non-U.S. securities laws regimes, (2) any forms, schedules, reports, filings, information or other documents prepared with respect to applicable tax and other authorities, including FATCA, the Common Reporting Standard issued by the Organisation for Economic Co-operation and Development and any other comparable and/or applicable U.S. or non-U.S. laws, rules or regulations, (3) any reports to be filed with applicable commodities and/or trading commissions or regimes, (4) Form PF and Bureau of Economic Analysis Reports and (5) initial and ongoing marketing, pre-marketing, registration, reporting, schedules, filings, compliance information, documents and other costs arising in connection with any law, rule or regulation of any U.S. or non-U.S. jurisdiction related to marketing, offering, selling, holding, owning or disposing of interests in the partnership entities, including pursuant to AIFMD); (B) compliance with any law, rule, regulation, policy, directive or special measure (including in relation to ERISA, AIFMD, CFIUS, privacy, data protection, knowyour-customer, anti-money laundering, sanctions or anti-terrorism considerations, compliance with any environmental, social or governance or other investment considerations and policies applicable to any partnership entities, PACT and/or any of their respective affiliates), (C) the validation or other confirmation of any payments made to any partnership entities, PACT and/or any of their respective affiliates (including as a result of any anti-money laundering laws, rules or regulations), and/or (D) compliance with the Governing Documents and/or any other agreements or arrangements related to any partnership entities and/or any of their respective Portfolio Entities or potential Portfolio Entities including compliance with any side letter or similar agreement and costs incurred in connection with the most favored nations process contemplated in Section 13.8 of any feeder vehicle agreement or parallel fund agreement, in each case described in this clause, including any legal, administrator, consulting or other third-party service provider or software costs related thereto; provided that, such costs shall not include any costs of PACT’s or any of their respective affiliates’ as described in this clause (vii) ongoing general compliance with the Advisers Act solely with respect to providing investment management services or advice generally and not in any way pertaining to any Fund entity or any Portfolio Entity specifically (such as annual updating of Form ADV);

developing, organizing, structuring, maintaining, operating and winding up administrative structures in European countries and other jurisdictions that are put in place to establish required residence and/or operate the investment activities of any partnership entities (including the salary and benefits of any personnel reasonably necessary for the maintenance of such structures, other overhead, rent and similar costs in connection therewith and any partnership entities’ share of any

such costs of any such structure involving other persons or entities managed by, or affiliated with, PACT, a General Partner or any of their respective affiliates);

all professional services including legal, accounting, research, auditing, technology, expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence such as ChatGPT (collectively, “AI Technologies”), including but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure, hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated to the Funds for any internally generated AI Technologies), administration (including costs associated with any third-party administrator and administration, tracking or reporting software, if any), information, appraisal, rating agency, advisory, valuation (including third-party valuations, fairness opinions, appraisals or pricing services), subject matter experts, consulting (including consulting and retainer fees, salary and other compensation paid to, and benefits or personnel costs provided to or on behalf of, consultants performing due diligence, analysis on industry, geopolitical or other operational issues, operational improvement initiatives, investment initiatives, providing services related to environmental, social and governance investment considerations and policies, marketing, business development, debt placement, brokerage, sales agent and other services), tax and other service providers (including costs related to the establishment, negotiation, maintenance and termination of any such activities or services) and Value-Add Platform services and Value-Add Platform expenses paid or reimbursed therefor (including compensation payable to personnel of PACT in connection with providing Value-Add Platform services);

reverse breakup, termination and other similar arrangements;

insurance, including directors and officers liability, fidelity bond, cybersecurity, data protection, errors and omissions liability, crime coverage, property and casualty and general partnership liability premiums and other insurance (including costs related to any retention or deductibles and broker costs and commissions) and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance;

filing, title, transfer, survey, registration and other similar activities;

printing, communications, mailing, courier, marketing, publicity and similar services undertaken on behalf of or with respect to Fund Entities, Portfolio Entities or prospective Portfolio Entities;

developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, communications tools, customer relationship management products or services, computer software (including accounting, investor reporting, ledger systems, financial management and cybersecurity) or other administrative or reporting tools, tools to assist with identifying,

investigating, conducting diligence with respect to, evaluating, structuring, consummating, holding, monitoring or disposing of potential and actual investments, including, in each case, subscription-based services;

any activities (including the costs of software and services) with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with FOIA or any applicable legislation and regulation relating to the protection of personal data in force from time to time any U.S. or non-U.S. jurisdiction);

to the extent provided in the Governing Documents or otherwise approved by PACT in its sole discretion, activities or proceedings of an advisory committee (including any out-of-pocket costs incurred by representatives of the General Partners, advisory committee members, permitted observers and other persons or entities in attending or otherwise preparing for and/or participating in meetings of the advisory committee);

indemnification (including legal and any other costs incurred in connection with indemnifying any partner or other person pursuant to the Governing Documents or otherwise and advancing costs incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Governing Documents);

actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process and/or any inquiry, investigation, examination or proceeding (including governmental), including, in each case, any costs of discovery related thereto and any judgment, fine, other award or settlement entered into and/or paid or payable in connection therewith;

any annual, periodic or special meeting of the partners and any other conference, meeting or webcast or other video conference with any partner(s) (in each case, including any costs associated with venue, set-up, room and board, dining, entertainment, gifts and mementos, honorarium, events or speakers and other meeting or conference-related costs), regardless of whether all of the individuals attending or otherwise participating in such meeting are partners, in each case to the extent incurred by any partnership entities, PACT or any of their respective affiliates;

except as otherwise determined by PACT in its sole discretion, all costs relating to (A) any alternative investment vehicles (including their formation, operation, termination, dissolution, winding up, liquidation, structuring and restructuring or their activities, business, subsidiaries or actual or potential investments (to the extent not borne or reimbursed by a subsidiary or an investment of such alternative investment vehicle)) that would be a Fund expense or organizational expense (ignoring the cap thereon) if it were incurred in connection with a Fund, (B) any subsidiaries related to any partnership entities, including any costs incurred in connection with their formation, management, operation, termination, dissolution, winding up, liquidation, structuring and restructuring to the extent not paid by the investors investing in such entities and

(C) any feeder vehicles, including all costs associated with their management, operation, termination, dissolution, winding-up, liquidation, structuring and restructuring, including costs related to preparing and distributing such feeder vehicle’s financial statements, tax returns and feeder vehicle investor reports, but not including any income based or similar taxes, fees or other governmental charges levied against such feeder vehicle;

legal and enforcement costs and other unreimbursed expenses related to defaults by partners in the payment or timely payment of any capital contributions to the extent not recovered from the relevant defaulting partner;

amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the partnership entities and related entities (including subsidiaries thereof), including the preparation, distribution and implementation thereof;

any consultants, experts or advisors engaged, including independent appraisers engaged in connection with the partnership entities’ considering, making, holding or disposing of, directly or indirectly, an investment in the same person as one or more other sponsor vehicles or transferring an investment to one or more other sponsor vehicles or in connection with any liquidity event or restructuring;

unreimbursed costs incurred in connection with any transfer or proposed transfer by a limited partner or any limited partner’s name change, internal restructuring or change in trust, registered agent or custodian;

any taxes, fees and other governmental charges levied against or otherwise borne by the partnership entities (including any interest thereon) and all costs incurred in connection with any tax audit, inquiry, investigation settlement or review of the partnership entities (except to the extent that the partnership entities are reimbursed therefor by a reimbursing partner) and any costs of or related to a partnership representative;

distributions to the partners and other costs associated with the acquisition, holding and disposition of investments, including extraordinary costs;

any costs related to exploring, evaluating, structuring, negotiating and/or consummating a possible liquidity event or restructuring, including any costs related to offering or otherwise making available a liquidity event to one or more partners (including any costs related to initial set up, ongoing subscriptions, compliance, tax analysis and/or maintenance of secondary matching programs and/or qualified matching services);

the termination, dissolution, winding up, liquidation of the partnership entities;

structuring, restructuring and tax planning (including tax structuring related to the organization, operation and/or investment activities) of the partnership entities;

any amounts paid for or resulting from any hedging or derivatives transactions related to any partnership entities’ activities or investments;

activities with respect to the origination, identification and sourcing of investment opportunities for the partnership entities, including marketing activities, buy-side and/or sell-side finders’ fees and other similar deal or investment-sourcing payments, attending and sponsoring industry and/or trade conferences and events related to the activities of the partnership entities and any Portfolio Entities (and any applicable registration expenses, exhibition and/or presentation expenses), meeting with consultants, finders, broker-dealers, investment banks and other sources of investments and developing and maintaining an investment pipeline;

any of the items listed above relating to any potential investment, liquidity event, restructuring, taking public or private, disposition, transaction, project or other opportunity not consummated or otherwise not successful and/or that may have been offered to co-investors (including coinvestors’ proportionate share of any costs related to an investment or other opportunity not consummated);

any travel (including, where appropriate as determined by PACT, the cost of chartering private aircraft owned, partially owned, or leased by PACT, its affiliates or any of their respective personnel, or other private air travel, in each case, not in excess of the cost of first class commercial airfare for reasonably comparable flights as determined by PACT), meals, lodging and entertainment relating to any of the expenses or activities described herein, including in connection with consummated and unconsummated investment, disposition and/or other transaction opportunities;

any organizational expenses;

any placement fees;

any intermediary expenses;

the Management Fee; and

any other costs approved by an advisory committee.

Out-of-pocket expenses associated with completed transactions are either billed directly to a Fund, reimbursed by a Portfolio Entity or capitalized as part of the acquisition price of a consummated transaction. Out-of-pocket expenses associated with unconsummated transactions are paid by the

relevant Fund(s) selected as proposed investors in such transaction, including broken deal expenses incurred prior to a limited partner’s admission to a Fund. For information on PACT’s brokerage practices and fees, please see Item 12, below. Offering and Organizational Expenses Each limited partner bears its pro rata share of a Fund’s expenses incurred in connection with the organization of the Fund (“Organizational Expenses”). The amount and type of Organizational Expenses varies by Fund and is further detailed in the Governing Documents of such Fund. imPACT Platform PACT, its affiliates and their respective employees, and other professionals and personnel engaged by PACT and its affiliates, are authorized to provide commercial, strategic, advisory, operational and other support services to certain actual and prospective Portfolio Entities, including actual or prospective Partner Firms, Partner Firm funds and/or Partner Firm portfolio companies (including support with regard to (a) capital formation, (b) product development, (c) corporate strategy, (d) operations and technology, (e) data and analytics, (f) operating model, organizational design and investment process, (g) procurement and other investment synergies, (h) talent attraction and management, (i) environmental, social and governance and (j) other functions and services) (collectively, the “imPACT Platform”). PACT is permitted to, but is not required to, cause each Portfolio Entity to reimburse all fees, costs, expenses, liabilities and obligations (including compensation) of and/or relating to the imPACT Platform. Any and all imPACT Platform expenses relating to the imPACT Platform provided to or for the benefit of actual and prospective Portfolio Entities that are not reimbursed by a Portfolio Entity will be reimbursed by the Funds. It is expected that services and support provided by the imPACT Platform members to the Funds and their Portfolio Entities will expand over time, and accordingly charges, expenses, costs and fees attributable or allocable to the provision of such services and support borne by the Funds will increase. There can be no assurance that a Fund or a Portfolio Entity will be able to avail itself of all or any of the imPACT Platform’s services. Allocation of Fees and Expenses In good faith and in its fair and reasonable discretion, PACT will determine on a case-by-case basis whether an expense should be borne (in whole or in part) by the Firm, a Fund, multiple Funds or a Portfolio Entity. To the extent that the Governing Documents do not expressly provide for a method of allocation or to the extent that an invoice does not relate to a specific Fund, PACT will typically allocate common expenses among multiple Funds on a pro rata basis and in accordance with its policies and procedures on expense allocation, unless another method is more equitable.

The existence of performance-based compensation has the potential to create an incentive for a General Partner to make more speculative investments on behalf of a Fund than it would otherwise in the absence of such arrangement, although PACT generally considers performance-based compensation to better align its interests with those of its limited partners, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals. Additionally, to the extent PACT manages multiple Funds on a side-by-side basis with differing Carried Interest terms, PACT is subject to conflicts of interest including with respect to allocation of investment opportunities, expenses, time and attention. PACT seeks to address the potential for conflicts of interest in these matters with allocation policies and procedures that are designed to ensure that all Funds are treated in a fair and equitable manner, in accordance with each Fund’s investment guidelines and Governing Documents. PACT will not allocate investment opportunities based in whole or in part on the relative fee structure or amount of fees paid by any Fund or the profitability of any Fund. Investment allocation decisions are determined by the investment committee.

Each Fund has a specified minimum investment set forth in the Governing Documents. Such minimum is subject to the discretion of PACT to permit investment of a smaller amount generally or with respect to any limited partner.

PACT’s investment process involves (i) finding attractive opportunities through PACT’s extensive network and Value-Add Platform, (ii) utilizing PACT’s insights and rigorous due diligence processes to evaluate potential investments, (iii) structuring aligned partnerships with Partner Firms, (iv) following a rigorous investment committee process to approve new investments, (v) accelerating value creation for Partner Firms post-investment, driven by PACT’s proprietary Value-Add Platform, (vi) closely monitoring existing investments on an ongoing basis and (vii) developing a wide range of attractive liquidity opportunities for its investors. The applicable Governing Documents of each Fund set forth more detailed descriptions of each Fund’s investment strategies and methods of analysis. There can be no assurance that PACT will achieve the investment objectives of the Funds and a loss of investment is possible. Risks The purchase of the interests involves a number of significant risks and other important factors relating to investment in limited partnerships generally, as well as to the structure and investment objectives of the Funds in particular. Investors bear the risk of loss that PACT’s investment strategy entails and potential limited partners in the Funds should carefully consider the following risk factors before making a decision to invest in a Fund. If any of the risks described or contemplated below occur, there could be a material adverse effect on the results and operations of a Fund or their investments, and limited partners could experience a total or partial loss on their investment in a Fund. The following list is not a complete list of all risks and other considerations involved in connection with an investment in the Funds; prospective limited partners should review each Fund’s Governing Documents for more information regarding the risks of that Fund. Risks involved with PACT’s investment strategy and an investment in a Fund include, but are not limited to: Highly Competitive Market for Investment Opportunities. The business of identifying, structuring and completing acquisitions of investments the Funds seek to make is highly competitive, involves a high degree of uncertainty, and is subject in some cases to the prevailing capital market, regulatory or political environment. The Funds will encounter competition from other entities having similar investment objectives. There can be no assurance that the Funds will be able to locate, complete and

exit investments which satisfy each Fund’s rate of return objectives, or realize upon their values, or that it will be able to invest fully its committed capital. To the extent that a Fund encounters competition for investments, returns to limited partners may decrease including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. Additionally, the Funds are expected to incur bid, due diligence, negotiating, consulting or other costs of investments, which may not be successful. As a result, a Fund may not recover all of its costs, which would adversely affect returns. Perpetual Term. The Funds have a perpetual term and, unlike more traditionally structured private equity investment vehicles, are not self-liquidating. Accordingly, limited partners may not be able to liquidate their investments prior to the liquidation of a Fund and, therefore, must be prepared to bear the risks of owning interests and contributing capital indefinitely. In addition, there can be no assurance that the Funds will have sufficient cash flow to permit them to make annual distributions in the amounts necessary for the limited partners to pay all tax liabilities resulting from the limited partners’ ownership of interests. Non-Controlling Investments. The Funds anticipate that they will principally invest in minority, noncontrolling (i.e., not acquire a controlling interest or control voting board seats), equity interests of investment management firms and their general partners and related entities, and their funds and such funds’ portfolio companies, and, therefore, will have a limited or no ability to protect a Fund’s position in or exert influence over Partner Firms, and will not have the opportunity to evaluate or select the specific underlying investments made by any Partner Firm and will not be responsible for the results of such investments. The Funds are permitted to hold meaningful minority stakes in certain Partner Firms and in some cases may have limited minority protection rights. PACT expects that the existing managers of the Partner Firms will retain autonomy over the day-to-day operations of their investment management firms and will generally retain a majority stake in them. In such cases, a Fund will rely on the existing management and board of directors or similar body of such entities, which may include representation of other investors with whom the Fund is not affiliated and whose interests may conflict with the interests of the Fund. While PACT may seek to create additional value in Partner Firms by effecting changes in strategy and operations of such Partner Firms and/or providing ValueAdd Platform services, a Fund’s minority position in such Partner Firms and lack of governance rights may limit or prevent the creation of any additional value. A Fund’s inability to control the timing of the making, restructuring, refinancing and exiting of the Partner Firms’ investments may adversely affect a Fund’s performance. The timing and extent to which a Fund realizes proceeds from any disposition, listing, financing or other liquidity event with respect to any investment in Partner Firms and their funds and such funds’ portfolio companies will depend on the Partner Firms’ decisions and actions. The Partner Firms’ management may make business, financial or management decisions with which PACT does not agree or such management may take risks or otherwise act in a manner that does not serve a Fund’s interests. There can be no assurance that all third parties will similarly conclude that the investments are non-control investments or that, due to the provisions of the Governing Documents of a Portfolio Entity or the interpretation of applicable law or regulations,

investments by a Fund will not be deemed to have control elements for certain contractual, regulatory or other purposes. Revenue Participation Rights; Equity Interests. While certain investments in Partner Firms are expected to offer the opportunity for capital gains, such investments involve a high degree of business and financial risk can result in substantial losses. These risks include, but are not limited to, risks associated with investments in businesses at an early stage of development or with little or no variations in operating results. Although it is anticipated that the Funds will not control (i.e., acquire a controlling interest or control voting board seats) or make decisions on behalf of any Partner Firm, the Funds intend to own economic interests in Partner Firms and intend to seek to have observer rights and other transparency rights with respect to such Partner Firms. It is possible that third parties (including regulators) will try to impose liability on a Fund in connection with the operations of Partner Firms. If successful, any such liability could adversely affect the performance of a Fund. A Fund’s interests in Partner Firms may be subordinated to indebtedness or other interests that rank senior to such Fund’s investment. By their terms, such instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of a Fund’s investment. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a Partner Firm, holders of securities ranking senior to a Fund’s investment would typically be entitled to receive payment in full before distributions could be made to the Fund. After repaying senior security holders, the Partner Firm may not have any remaining assets to use for making distributions to or repaying amounts owed to the Fund. To the extent that any assets remain, holders of claims that rank equally with a Fund’s investment would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. Certain Partner Firms have “benchmarks,” “hurdles,” or “preferred returns” whereby the Partner Firm does not earn performance-based income during the current period, as a result of losses in prior periods (or where current period results did not satisfy such benchmarks, hurdles or preferred returns), even though the managed investment funds had positive returns in the current period. If a fund managed by a Portfolio Entity experiences losses (or fails to meet performance benchmarks or preferred returns), such Partner Firm will not be able to earn performance-based returns from that fund until it satisfies such benchmarks or preferred returns. The returns on a Fund’s investments in Partner Firms will depend on the profitability of Partner Firms funds, which are controlled by the Partner Firms who will retain control over the operations, budgets, expenses, compensation and revenues of their respective firms. It is possible that a Portfolio Entity may make decisions in the exercise of its discretion over these items that may adversely affect its performance or cash flows available for distribution by a Fund. Market Conditions. The capital markets have experienced great volatility and financial turmoil. Moreover, governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) may have a negative effect on market conditions. General fluctuations in the market prices of securities and economic conditions generally may reduce the availability of attractive

investment opportunities for the Funds and may affect a Fund’s ability to make investments. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in a Fund’s investments and could have a negative impact on the performance and/or valuation of the Partner Firms, the Partner Firm funds and/or the Partner Firm portfolio companies. The Funds’ performance can be affected by deterioration in the capital markets and by market events, such as the onset of the credit crisis in the summer of 2007, the downgrading of the credit rating of the United States in 2011 or the precipitous decline in economic and commercial activity across almost all of the world’s largest economies during 2020 as a result of the COVID-19 pandemic, which, among other things, can impact the public market comparable earnings multiples used to value privately held portfolio companies and investors’ risk-free rate of return. Movements in foreign exchange rates and commodity prices may adversely affect the value of Partner Firms, the Partner Firm funds and/or the Partner Firm portfolio companies and a Fund’s performance. To the extent a Fund’s investments participate in or otherwise rely on such markets, the investment returns of such investments may suffer. In addition, to the extent that such marketplace events continue (or even worsen), this may have an adverse impact on the availability of credit to and the demand for investment products and services offered by Partner Firms, the Partner Firm funds and/or the Partner Firm portfolio companies. A further economic downturn could adversely affect the financial resources of a Fund’s investments and their ability to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, a Fund could lose both invested capital in and anticipated profits from the affected Fund investment. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of a Fund to sell and/or partially dispose of its investments. Such adverse effects may include the requirement of a Fund to pay break-up, termination or other fees and expenses in the event the Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of a Fund to dispose of investments at prices that PACT believes reflect the fair value of such investments. A Fund’s ability to generate attractive investment returns for investors may be adversely affected to the extent the Fund is unable to obtain favorable financing terms for its investments or to the extent the investment products of Partner Firms suffer due to poor conditions in global capital markets. The impact of market and other economic events may also affect a Fund’s ability to raise funding to support its investment objective and the level of profitability achieved on realization of investments. The Funds’ strategy is based on a number of premises as described in the Governing Documents, each of which may be adversely impacted by market conditions set forth above. Such premises include, among others, that (i) Partner Firms will experience AUM and earnings growth after an investment by a Fund driven by investment performance and/or increased investment allocations into alternative managers by high net worth individuals, institutions and sovereign wealth funds; (ii) the Funds will be able to source investment opportunities and acquire stakes in Partner Firms and make other investments at favorable prices; (iii) Partner Firms, the Partner Firm funds and/or the Partner Firm portfolio companies will experience revenue and/or profit growth and/or monetization or liquidity events such as refinancings, sales, or public listings, and that such events will be effected at

favorable prices; and (iv) the Funds will achieve the liquidity strategies described in the Governing Documents at favorable prices. No assurance can be given that any or all of these premises will be achieved, since this will depend upon market conditions and other events and factors outside the control of the Funds. Trade Policy. The future of global free trade is uncertain. The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. Some foreign governments, including China, in the past, have also instituted tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products, including in response to U.S. tariff impositions. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Funds and their investments. Unresolved trade deals, trade disputes and trade wars can be an ongoing source of instability, potentially resulting in significant currency fluctuations and/or other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise). Trade disputes and trade wars also could result in additional significant impacts on the industries in which the Funds participate, the jurisdiction of investments and other adverse impacts on Fund investments. In addition, trade disputes may develop between other countries, which may have similar or more pronounced risks and consequences for the Funds or their investments. Developments Stemming from U.S. Administrations. PACT cannot predict how other countries will respond to the past, current and future U.S. presidential administrations’ actions. For example, PACT is unable to predict whether legislation or regulations that would have adverse impacts on the Funds or their investments may be passed in other jurisdictions in response or related to any measures that were or may be imposed by a U.S. presidential administration, including the imposition of tariffs on U.S. goods imported into such jurisdictions, increased inspections on U.S. companies, delays on approvals for mergers and acquisitions involving U.S. companies, preferential treatment of non-U.S. companies, media campaigns against U.S. companies and/or goods, and delays on license approvals in such jurisdictions. Any additional regulatory action in the financial services industry may adversely impact the business operations and performance of the Funds’ investments. Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, outsourcing development and investment in other countries with which its portfolio investments may do business, and any negative sentiments towards the United States as a result of such changes, could adversely affect the performance of the Funds’ investments. In addition, negative sentiments towards the United States among non-U.S. customers and among non-U.S. employees or prospective employees could adversely affect sales or hiring and retention, respectively, in portfolio investments. Moreover, social media has the potential to influence public sentiment and escalate tensions, which could negatively impact stock markets and economies around the globe and the Funds’ investments. The outcome of future U.S. federal elections and changes in the control of the U.S. federal legislative

and executive branches during a Fund’s term could result in potential changes in laws, regulations and policies affecting the private equity industry, which could negatively impact the performance of a Fund’s investments as discussed throughout. The likelihood of occurrence and the effect of any such change is highly uncertain and could have an adverse impact on the Funds and the Funds’ investments. Illiquidity; Lack of Current Distributions. An investment in the Funds should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. A Fund’s ability to dispose of investments may be limited for several reasons. Absent a determination by PACT in its sole discretion to consummate one or more liquidity events, it is not contemplated that registration of the interests would be available. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before income and gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years (or at all) after a Fund’s initial investment in the applicable Portfolio Entity. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating the Funds (including the Management Fee payable to PACT) may exceed its income, thereby requiring that the difference be paid from a Fund’s capital, including unfunded commitments. Limitation of Recourse and Indemnification. The Governing Documents contain provisions that, subject to applicable law, reduce, modify, waive and/or eliminate duties that a General Partner would otherwise owe to the Funds and the limited partners. In addition, pursuant to the Governing Documents, the General Partner, the principals, PACT and certain of their respective personnel, officers, partners, members, shareholders, managers, directors and affiliates will be indemnified and held harmless from losses sustained from any act or omission in connection with the Funds’ activities, subject to certain exceptions set forth in the Governing Documents, and may receive advances for any fees, costs and expenses incurred in the defense or settlement of any claim that may be subject to a right of indemnification. The application of the foregoing standards may result in limited partners having a more limited right of action in certain cases than they would have in the absence of such standards. As a result, the Funds may bear significant financial losses even where such losses were caused by the negligence of PACT and certain of its affiliates. Such losses may have an adverse effect on a Fund’s returns to the limited partners. Any fees, costs, expenses (whether or not advanced) and other liabilities resulting from a Fund’s indemnification obligations generally will be paid by or otherwise satisfied out of the assets of such Fund (including the aggregate unfunded commitments). In addition, if the assets of a Fund are insufficient to satisfy the Fund’s indemnification obligations, the General Partner may recall distributions previously made to the partners, subject to certain limitations set forth in the Governing Documents. Notwithstanding anything to the contrary contained herein or in the Governing Documents, including, without limitation, as it relates to any indemnification or exculpation of a General Partner or PACT, nothing shall be applied by a General Partner to constitute

a waiver of any limited partner’s or other person’s legal rights that are non-waivable under applicable U.S. federal or state securities laws. Partner Firm Portfolio Company Risks. In addition to the above, the Funds, directly or indirectly, will invest in Partner Firm funds and Partner Firm portfolio companies that involve a high degree of business or financial risk. The Partner Firm portfolio companies may be start-ups or in an early stage of development, may be distressed or have operating losses or significant variations in operating results, and may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence. The Partner Firm portfolio companies may also include companies that are experiencing, or are expected to experience, financial difficulties which may never be overcome. In addition, they may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, or may otherwise have a weak financial condition. Partner Firm portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities and a larger number of qualified managerial and technical personnel. Although PACT will seek to monitor the performance of each Partner Firm fund and each Partner Firm portfolio company, it is the responsibility of the Partner Firm to monitor Portfolio Entities and each portfolio company’s management team to operate such portfolio company on a day-to-day basis. Many Partner Firm portfolio companies may be highly leveraged, which may impair these Partner Firm portfolio companies’ ability to finance their future operations and capital needs and which may result in restrictive financial and operating conditions. In addition, in the event that a Partner Firm portfolio company does not perform as anticipated or incurs unanticipated liabilities, high leverage will magnify the adverse effect on the value of the equity of the company and could result in substantial diminution in or the total loss of an equity investment in such Partner Firm portfolio company. Borrowing and Leverage. The Funds are permitted to borrow or obtain leverage on a secured or unsecured basis and PACT expects to cause the Funds (or to cause subsidiaries of the Funds) to borrow funds or otherwise obtain leverage for the purpose of facilitating investments in Portfolio Entities, which will be in addition to indebtedness that is incurred, directly or indirectly, by such Portfolio Entity. Accordingly, the Funds could effectively be highly leveraged at any given time as there are few limits (except for the limits set forth in the Governing Documents) on a Fund’s ability to borrow amounts. Each Fund is authorized to incur indebtedness that is secured by assets of the Fund (e.g., asset-backed borrowing or net asset value (NAV)-based borrowing) and/or by the unfunded commitments of the limited partners (e.g., subscription facility borrowing). Indebtedness is permitted to be incurred for any purpose relating to the activities of a Fund, including, without limitation, to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Management Fees; make, hold or dispose of investments; provide financing or refinancing to portfolio investments; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure

outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Further, the Funds are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio investments that are joined as “qualified borrowers” or “portfolio investment borrowers” under a Fund’s subscription line facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio investments) generally will not share in the risk and/or cost of such financing, or the guarantees or other credit support a Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, a Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio investment performance. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult for the Funds and/or Portfolio Entities to obtain or maintain the desired degree of leverage. The interest expense and other costs incurred in connection with such borrowing may not be recovered by income from, or appreciation in, the investments purchased or carried. If investment results fail to cover the cost of borrowings, a Fund’s assets (including uncalled commitments) could decrease faster than if there had been no borrowings. Additionally, if investments fail to perform to expectation or suffer losses, the value of interests will decrease more than if the Fund had not incurred borrowings or other leverage, so that borrowings or other leverage will magnify any such adverse consequences. Repayment of borrowings and other leverage incurred by a Fund is an obligation senior to the interests, and the agreements for such obligations may prohibit distributions to limited partners in certain circumstances. To the extent a Fund incurs leverage (or provides such guarantees), such amounts are permitted to be secured by commitments made by the limited partners and such limited partners’ contributions may be required to be made directly to the lenders (or accounts controlled by the lenders) instead of a Fund. The Funds are is permitted to incur leverage on a joint, several, joint and several or cross-collateralized basis with one or more other investment funds and entities managed by PACT or any of its affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Certain co-investors (potentially including service providers (including lenders and law firms), third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio investment and/or other owners) are not expected to share in incurring such leverage or the related costs and, as a result, that Fund will disproportionately bear the risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides guaranties), such amounts are permitted to be secured by

commitments made by the Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of the Fund. Further, to the extent income received from investments is used to make interest and principal payments, the partners may be allocated income, and therefore may incur a tax liability, in excess of cash distributed to them. Additionally, tax-exempt investors should note that the use of leverage by a Fund, its subsidiaries and/or any Portfolio Entities may give rise to debt-financed UBTI. Because the Funds are permitted to engage in portfolio financings where several Fund investments are crosscollateralized, multiple Fund investments may be subject to the risk of loss. As a result, a Fund could lose its interests in performing Fund investments in the event such investments are cross-collateralized with poorly performing or nonperforming Fund investments. The incurrence of a significant amount of indebtedness, directly or indirectly, by a Fund, its subsidiaries and/or any Portfolio Entities may, among other things, (i) give rise to an obligation to make mandatory prepayments of debt, which will reduce distributions to limited partners, (ii) limit the ability of a Fund or the Fund investment to adjust to changing market conditions, placing it at a disadvantage compared to its competitors who have relatively less debt, and (iii) limit the ability of a Fund or the Fund investment to obtain additional financing or increase the cost of obtaining such financing. The Funds expect to, directly or indirectly through one or more subsidiaries (e.g., special purpose vehicles), incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit), in each case for any proper purpose relating to the activities of the Funds including, without limitation, to: finance any investment-related activities of a Fund; increase the buying power of a Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Management Fees; make, hold or dispose of investments; provide financing or refinancing; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Additionally, the Funds are expected to enter into letters of credit in support of one or more of its investments, including for the purpose of a Fund agreeing to fund additional equity financing or capital expenditures into a Portfolio Entity (regardless of who the beneficiary to such letter of credit may be) at a certain time or upon the occurrence of a certain event. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, Portfolio Entities and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. The Funds also expect to enter into one or more credit facilities or guarantees, and in connection therewith, pledge the assets of a Fund and make a collateral assignment to any lender, or other credit party of a Fund, of a General Partner’s and a Fund’s, as applicable, rights to issue drawdown notices and other related rights, titles, interests, remedies, powers and privileges of a Fund and/or its General Partner with respect to the commitments and rights to the capital contributions of the partners. Subject to limitations set forth in the Governing Documents,

the Funds also are authorized to leverage their investment return with options, short sales, swaps, forwards and other derivative instruments. The Funds’ anticipated use of borrowings to create leverage subjects the Funds and the Funds’ investments to additional risks. For example, depending on the type of facility, a decrease in the market value of a Fund’s investments would increase the effective amount of leverage and could result in the possibility of a “margin call,” pursuant to which a Fund must either deposit additional funds or securities with the lender, which would require the limited partners to make additional capital contributions in respect of such financial leverage, or suffer mandatory liquidation of the pledged securities or other assets to compensate for the decline in value. Liquidation of its investments at an inopportune time in order to satisfy a “margin call” would adversely impact the performance of a Fund and could, if the value of its securities and other assets has declined enough, cause a Fund 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 a Fund’s portfolio. In the event of a sudden, precipitous drop in the value of a Fund’s assets, the Fund might not be able to liquidate assets quickly enough to pay off its debt. The extent to which a Fund uses leverage may have the following consequences to the partners, including, but not limited to: (i) greater fluctuations in the assets of the Fund; (ii) use of cash flow (including capital contributions) for debt service, distributions, or other purposes; (iii) to the extent that Fund revenues are required to meet principal payments, the partners are permitted to be allocated income (and therefore tax liability) in excess of cash available by distribution; and (iv) in certain circumstances, the Fund may be required to prematurely liquidate investments to service its debt obligations. There can also be no assurance that the Funds will have sufficient cash flow to meet their debt service obligations. As a result, a Fund’s exposure to losses may be increased due to the illiquidity of its investments generally. While the Funds are subject to certain limits on borrowings as set forth in the Governing Documents, Portfolio Entities (as well as holding companies and/or special purpose vehicles established by a Fund to make or hold investments in Portfolio Entities (i.e., asset level vehicles, including any one or more of them formed to establish an asset-backed facility)) are permitted to engage in borrowings and incur leverage with respect to all or a portion of such investments. Such borrowings and leverage, secured by either a single investment or multiple investments, or a Fund’s direct or indirect interest therein, will not count towards any caps on borrowings and guarantees on the Fund, as contained in the Governing Documents. For example, any borrowing arrangements or credit facility obtained by any special purpose vehicle established by a Fund to hold a single, multiple or all investments (such as a lending facility collateralized or otherwise secured by the Fund’s holdings in multiple or all of its investments) would not be subject to the limits on borrowing or guarantees by the Fund in the Governing Documents, even though many of the risks (e.g., the negative performance of one investment could adversely affect the results of other investments) are the same as if the Fund were directly the borrower, although in such an asset-backed facility obtained by a special purpose vehicle, the lender would not be expected to have recourse to the Fund itself and/or the unused commitments

of the limited partners, which are prime considerations in establishing the borrowing limits at the Fund level. On occasion, a Fund is expected to enter into letters of credit in support of one or more of its Portfolio Entities. The treatment of a letter of credit under the Governing Documents will typically depend on the underlying purpose of such letter of credit and its characteristics. For example, a letter of credit may be entered into for the purpose of a Fund agreeing to fund additional equity financing or capital expenditures into a Portfolio Entity (regardless of who the beneficiary to such letter of credit may be) at a certain time or upon the occurrence of a certain event. In general, letters of credit and/or other guarantees or forms of credit support are not subject to any limitation on indebtedness or any other limitation in the Governing Documents. The use of leverage also often imposes restrictive financial and operating covenants on a Portfolio Entity and/or a Fund, in addition to the burden of debt service, and potentially will constrain its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of a Portfolio Entity will increase the exposure of a Fund’s investments to any deterioration in a Portfolio Entity’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of the Fund’s investments in a leveraged Portfolio Entity in a down market. These risks generally are expected to increase as interest rates rise, including in circumstances where a Portfolio Entity’s creditworthiness is such that it must borrow at higher interest rates than are available to a Fund. In the event any Portfolio Entity cannot generate adequate cash flow to meet its debt service, a Fund may suffer a partial or total loss of capital invested in such investment, which could adversely affect the Fund’s returns. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of such investment, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. If a Portfolio Entity is unable to obtain favorable financing terms for its investments, refinance its indebtedness or maintain a desired or optimal level of financial leverage, a Fund may hold a larger than expected equity investment in such Portfolio Entity and may realize lower than expected returns from such Portfolio Entity, which would likely adversely affect the Fund’s returns. Any failure by lenders to provide previously committed financing could also expose a Fund to potential claims by sellers of prospective Portfolio Entities that the Fund may have contracted to purchase. Moreover, the Portfolio Entities in which a Fund will invest generally will not be rated by a credit rating agency. The Funds are also permitted to borrow money or guarantee indebtedness (such as a guarantee of a Portfolio Entity’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in such situations, it is not expected that the Funds would be compensated for providing such guarantee or exposure to such liability. The use of leverage by the Funds generally also will result in fees, interest expense and other costs to the Funds that may not be covered by distributions made to the Funds or appreciation of its investments. While Fund-level borrowings generally will be subject to limitations set forth in the Governing Documents, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding.

Subscription Line. The Funds are expected to enter into a subscription line with one or more lenders in order to finance their operations, including the acquisition, financing or refinancing of investments and the payment of expenses, as well as to consolidate or make less frequent capital calls to limited partners. Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital directly to the Fund’s lenders and/or contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against a Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in additional expenses that will be borne by limited partners. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, including amendment fees as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility (and any amendments or renegotiation thereof), as well as expenses relating to maintaining, renegotiating, amending or terminating the facility. Because a subscription line’s interest rate is typically based in part on the creditworthiness of the limited partners and the terms of the Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than a Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically reduces or delays the need for limited partners to make contributions to a Fund, which in certain circumstances enhances the Fund’s return calculations and thereby has the potential to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s Carried Interest arrangements will be met. A Portfolio Entity financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn from an extended period of time. In other circumstances, the use of Fund-level borrowing can increase the base of the Management Fee calculation, such as during periods where Management Fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because Management Fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the General Partner has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Fund’s investment period and cause or defer a related change in the basis of the Management Fee calculation under the Governing Documents. Conflicts of interest also have the potential to arise to the extent that a subscription line is used to make an investment that is later sold in part to co-investors (including one

or more co-investing vehicles), to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility typically contains other terms that restrict the activities of the Funds and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the General Partners’ ability to consent to the direct or indirect transfer of a limited partner’s interest in the Funds or impose concentration or other limits on the Funds’ investments (and/or financial or other covenants that could affect the implementation of the Funds’ investment strategy). In addition, in order to secure a subscription line, the General Partners are often required to request certain financial information and other documentation from limited partners to share with lenders. The General Partners will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, an investment or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant investment or Fund subsidiary. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a Fund to make investments and pay expenses without calling capital, potentially for extended periods of time. To the extent provided in the Governing Documents, any such borrowing may remain outstanding for such time as the relevant General Partner deems appropriate, potentially including through disposition of such investment, and the interest expense and other costs of any such borrowings will be Fund expenses that may decrease net returns of the Fund. Calling a large amount of capital at once to repay the-then current amount outstanding under a subscription line could cause short-term liquidity concerns for limited partners that would not arise had the General Partner called smaller amounts of capital incrementally over time as needed by the Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. Such larger capital amounts may increase the magnitude of potential investor defaults. The General Partners also are authorized to use Fund-level borrowing when a General Partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. In the event that a Fund is unable to repay any credit facility borrowings from its cash flows, the Fund also may be required to dispose of investments to repay the lender(s). If a Fund is

required to dispose of investments in order to repay lender(s) at an inopportune time or on an expedited basis, it may not realize as much value upon such disposition as it would receive in connection with an orderly disposition. If an investment distributes proceeds and/or appreciates in value and is disposed of prior to repayment of the borrowing, a Fund generally would apply the disposition proceeds to repay the borrowing (and related interest and expenses), and the net proceeds would be distributed to the limited partners without a preferred return accrual on the amount invested by the Fund (due to the absence of invested capital funded by limited partners) prior to the determination of Carried Interest distributions. Accordingly, borrowings by a Fund have the potential to support the distribution of proceeds to limited partners and increase the potential Carried Interest for the General Partner; however, the interest incurred by a Fund due to such borrowing would reduce the Carried Interest received by the General Partner. Subject to the limitations set forth in the Governing Documents, if any, this conflict of interest incentivizes the General Partner to permanently fund the acquisition and ongoing capital needs of investments of a Fund and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never if principal and interest on such borrowings are repaid out of disposition proceeds). Bridge Financing. The Funds reserve the right to provide interim financing to a Portfolio Entity, including in anticipation of a future issuance of equity or long-term debt securities, in anticipation of another refinancing or sell-down of interests to co-investors or where such Portfolio Entity has an identified short-term financing need, among other reasons. Such bridge financings may be convertible into a more permanent, long-term security; however, for reasons not always in a Fund’s control, such long-term securities issuance or other refinancing or sell-down may not occur and such bridge investments and interim investments may remain outstanding and be treated as a permanent investment in such Portfolio Entity. PACT will determine in its sole discretion the terms, including the interest rate (if any) or other price to be charged, applicable to the Portfolio Entity, co-investors or other parties acquiring or refinancing bridge financings from a Fund. Such interest rate, or price or other terms may not adequately reflect a Fund’s cost of capital or the risk such investment would not be sold or refinanced. In such event, the interest rate or other terms of such investments may not adequately reflect the risk associated with the position taken by a Fund. Compliance with the concentration limitation under the Governing Documents will be measured solely at the time the applicable investment or bridge financing is made. To the extent that a bridge financing becomes a permanent investment, a Fund will not be deemed to have violated its concentration limits, if any, under the Governing Documents. Limited Transferability of Interest. The interests may not generally be transferred, sold, assigned, pledged or otherwise encumbered without the prior written consent of each Fund’s General Partner, which may be withheld pursuant to the Governing Documents, and the volume of transfers permitted in any

calendar year may be restricted in order to comply with certain safe harbors under the tax regulations promulgated under the Internal Revenue Code. Voluntary withdrawals from the Funds will not be permitted except in very limited circumstances generally involving situations in which retaining an interest in a Fund would violate certain laws or regulations. In addition, interests in the Funds are not redeemable. There will be no public market for interests in the Funds, and none is expected to develop. Interests have not been, and are not expected to be, registered under the Securities Act, the securities laws of any U.S. state or the securities laws of any non-U.S. jurisdiction and therefore cannot be re-sold unless they are subsequently registered under the Securities Act and other applicable securities laws, or unless an exemption from registration is available. Consequently, limited partners may not be able to liquidate their interests prior to the end of a Fund’s life and should be prepared to bear the risks of an investment in the Fund for an extended period of time. Clawback Payments to Partner Firms. Partner Firms will make distributions to the Funds that are then distributed by a Fund to limited partners that are subject to clawback arrangements. The terms of each Fund’s investments in a Portfolio Entity may require such Fund to return such distributions to the Partner Firm upon the occurrence of certain circumstances, such as, but not limited to, the failure of a fund managed by the Partner Firm to achieve an overall level of profitability. Accordingly, the Funds are permitted to set aside amounts they could otherwise distribute to limited partners or recall distributions made to limited partners for the purpose of making clawback payments to the Partner Firms, should these obligations arise. Amounts set aside to fund clawback payments will reduce the amount of funds available for either distributions to the limited partners or for making additional investments. Risks Relating to any Restructuring or Liquidity Event. Over time, each Fund is permitted, in the sole discretion of PACT, to take actions in an attempt to realize its investments or provide other means of liquidity to the partners. These actions include, but are not limited to, (i) a securitization of future income streams, (ii) a disposition of an individual investor’s Fund position, or a portfolio of stakes, to another GP stakes buyer, (iii) a sale of a Fund (or interests therein) or a portfolio of stakes to a yield buyer; (iv) a listing of interests in a Fund on a securities exchange; (v) a recapitalization; (vi) a sale of one or more of a Fund’s investments; (vii) creation of a structured secondary fund or exchange fund; (viii) one or more in-kind distributions or (ix) a sale of a Fund or its entire portfolio of investments including to a secondaries investor. Although PACT may consult with the advisory committee regarding any liquidity event, the approval of the relevant advisory committee or the limited partners will not be required for PACT to implement liquidity events or certain other liquidity strategies. The Funds are under no obligation to take any of these actions and could face contractual, regulatory, market and/or other constraints on their ability to affect any of these actions. To the extent that a Fund is unable to realize its investments due to such constraints, the limited partners will not be able to realize their investments in the Fund and the value of such investments would be impaired. Certain liquidity events may entail an exchange of interests for equity or other interests in one or more other entities. No assurance can be given that the economic or legal rights attributable to such post

liquidity event interests will be as favorable to limited partners as the rights attributable to a Fund and no assurance can be provided that any restructuring will not result in adverse tax or financial consequences to limited partners. There can be no assurance that a liquidity event will ever occur or that if the liquidity event occurs, the value of the interests issued in connection with the liquidity event will equal or exceed that value of the limited partnership interests issued in exchange therefor had such interests been retained. The risks associated with the ownership of any interests issued in connection with the liquidity event may be different, and may be greater, than the risks associated with an investment in an interest. If partners convert, or are required to convert, all or a portion of their interests into another form of interest in connection with a liquidity event, their rights and benefits as a holder of such interest may differ substantially from the rights and benefits that they have as investors in a Fund. If a liquidity event involves a listing or public offering of securities, due to current legal and regulatory considerations, it is possible such listing or offering may only be permitted to occur outside the United States. The Funds could face contractual, regulatory and market constraints on its ability to effect a restructuring or liquidity event. For example, to effect a public listing, a Fund may be required to provide certain information about each Portfolio Entity in public filings, or otherwise to provide such information to various government or private entities. If a Fund is not permitted by a Portfolio Entity to disclose such information, it may not be able to carry out a liquidity event, or the potential venues for a liquidity event may be materially restricted. To the extent a liquidity event involves a non-U.S. initial public offering, sale and transfers to U.S. investors would likely be restricted only to certain qualified persons under applicable U.S. securities laws. Risk Management Activities; Due Diligence. Before making investments, PACT will typically conduct due diligence that it deems reasonable and appropriate based on the known facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, technical, environmental, regulatory and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to PACT’s reduced control of the functions that are outsourced. In addition, if PACT is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. The Funds’ investment strategy involves investments in private companies for which no market exists. Little public information exists about many of these companies, and the Funds will be required to rely on their diligence efforts to obtain adequate information to evaluate the potential risks and returns involved in investing in these companies. Incomplete or inaccurate information could impact both initial and ultimate valuations of investments, as well as a Fund’s operating plan for such investments. Therefore, the risk that a Fund may invest on the basis of incomplete or inaccurate information may adversely affect the Fund’s investment performance. The uncertainty regarding information about its

prospective investments subjects a Fund to greater risk than investments in publicly-traded companies. There is no assurance that a Fund’s diligence efforts will result in it obtaining fully complete and accurate information about prospective investments or that such efforts will result in an investment being successful or even ensure a return on invested capital. These risks may be heighted in the event investment analyses and decisions by PACT are required to be undertaken on an expedited basis to take advantage of certain investment opportunities, in which case the information available to PACT at the time of making an investment decision may be even more limited. Due diligence investigations with respect to any prospective investment may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment. Moreover, there can be no assurance that attempts to identify risks associated with an investment will achieve their desired effect. The amount and quality of risk due diligence, measurement and monitoring is dependent on access to the portfolio and risk management systems (if any) of the Partner Firms. There is no assurance that the Partner Firms will provide access to all or any of this data. When this information is unavailable, estimates of risk will be made that may turn out to be inaccurate. No amount of diligence can eliminate the possibility that one or more Partner Firm may engage in improper or fraudulent conduct, theft, unlawful activities or trading or other similar behavior. The Funds may rely upon representations made by the Partner Firms, accountants, attorneys and other investment professionals without independent verification. If any such representations are misleading, incomplete or false, this may expose the Funds to risk of loss of its investment. In connection with PACT’s initial and ongoing review of Partner Firms, PACT may identify certain deficiencies with a Partner Firm. PACT may decide to invest in such Partner Firm despite the identification of such deficiencies or concerns for various reasons, including without limitation, because PACT determines in its sole discretion that such deficiencies are not significant or because such Partner Firm is attempting to address such deficiencies. PACT is under no obligation, and does not currently expect, to notify the limited partners in the event that it identifies any such deficiencies or concerns, or otherwise becomes aware of any negative information regarding a Partner Firm. Negotiating and executing transaction agreements, together with the process of identifying and diligencing a Partner Firm, can be very time consuming and burdensome and result in high transaction costs, which generally would be borne by the Funds (and not split between a Fund and the target Partner Firm unless specifically agreed). Recycling; Reinvestment. PACT generally will have the right to reinvest or recall certain capital returned or distributed by a Fund to the partners, including to make additional investments, in accordance with the Governing Documents. Accordingly, during the life of a Fund, a partner may be required to make Capital Contributions in excess of its commitment (with certain limitations), and to the extent such recalled or retained amounts are invested, a partner will be subject to the risks associated with such investments.

Adequacy of Reserves. As is customary in the industry, PACT is expected to establish reserves for investments by a Fund, operating expenses of a Fund, Fund liabilities and other matters. Estimating the appropriate amount of such reserves is difficult and not systematic or precise. Inadequate or excessive reserves could impair the investment returns to the limited partners. If PACT determines reserves are inadequate, a Fund may be unable to take advantage of attractive investment opportunities or may not be able to pay its liabilities or expenses as they come due. If reserves for liabilities or expenses are excessive, a Fund may decline attractive investment opportunities. Advisory Committees Each Fund’s General Partner will appoint one or more limited partner representatives to its advisory committee, which has the ability to review and waive compliance with certain provisions of the Governing Documents, including resolving potential conflict of interest situations, and whose approval is required or may be requested in certain circumstances under the Governing Documents, including certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the relevant advisory committee, regardless of whether a limited partner is represented by a member of the advisory committee. The Governing Documents provide that to the fullest extent permitted by applicable law, none of the advisory committee members shall owe any fiduciary duties to a Fund or any other partner. Members of the advisory committee may have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to the advisory committee for consideration or review. The Anchor Investors will be voting members of the advisory committee(s), and given their investments and participation in PACT, will have conflicts of interests with the other investors in the Funds. In addition, limited partners with representatives on the advisory committee potentially will have various business and other relationships with PACT and its partners, employees and affiliates. These relationships may influence their decisions as members of an advisory committee. As a result, members of an advisory committee will be conflicted in certain situations where their advice, consent or approval is sought. Such conflicted advisory committee members will not necessarily recuse themselves from voting or consenting to such decisions. To the extent that a limited partner is not represented by a member of an advisory committee, such limited partner will have no influence over matters submitted to the advisory committee for review or approval. Multiple Levels of Fees and Expenses. The Funds bear their direct expenses and management costs, as well as, with respect to certain investments, its pro rata share of certain expenses and management costs incurred directly or indirectly by the Partner Firms in which it indirectly invests. This will result in more expenses being borne by the limited partners than if the limited partners were able to invest directly in the Partner Firms. In addition, although PACT generally does not expect that the Funds will be charged management fees or bear incentive fees or allocation in its capacity as a direct or indirect investor in a Partner Firm, there will be organizational and operating expenses associated with such Partner Firm that the Funds will bear a portion of. Further, the Funds will bear their pro rata share of certain expenses and management fees incurred directly or indirectly through any investment in Partner Firm funds advised by Partner Firms. These various levels of costs and expenses will be

charged whether or not the performance of the Funds generate positive returns for the limited partners. As a result, the Funds, and indirectly the limited partners in the Funds, will bear multiple levels of expenses, which in the aggregate will exceed the expenses which would typically be incurred by an investment in a single fund investment, and which will reduce the Funds’ profits. In addition, because of fees and expenses payable by the Funds, returns to the limited partners will be lower than the returns to a direct investor in the Partner Firms. Such returns will be further diminished to the extent a Fund is also charged management fees and/or bears carried interest or other similar performance-based compensation by PACT. Special Consultants. PACT, its affiliates and their respective employees, and other professionals and personnel who may be engaged by PACT and its affiliates, are authorized to provide services on behalf of the Value-Add Platform to actual or prospective Partner Firms, Partner Firm funds and/or Partner Firm underlying portfolio companies. Although PACT anticipates that such services will reduce costs borne by investments (and, ultimately, the Funds) and/or improving investment performance, a number of factors may result in limited or no cost savings. As a general matter, there can be no assurance that the Value-Add Platform will be effective and result in Fund returns. Moreover, PACT and/or its affiliates only anticipate providing services on behalf of the Value-Add Platform that will create value, while providing them with competitive Value-Add Platform Expenses and other benefits commensurate with their experience and perceived ability to create value. However, there can be no assurance that there is no other personnel or service provider more qualified to provide the applicable services on behalf of the ValueAdd Platform and/or able to provide them at lesser cost, and PACT does not commit to undertaking any benchmarking against other service provider rates. Valuation of Investments. Valuations are generally subjective in nature, and are made as of a specific point in time based on the characteristics of the financial instruments and relevant market information. There is not expected to be an actively traded market for most of the securities owned by the Funds. All Portfolio Entities will be valued in accordance with PACT’s valuation policy, which may be amended over time. Generally, each General Partner will determine the value of a Fund’s investments for which market quotations are available based on publicly available quotations. However, market quotations will not be available for virtually all of the Funds’ investments because, among other things, the investments held by the Funds generally will be illiquid and not quoted on any exchange. When estimating fair value, the relevant General Partner will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts and circumstances of the respective investments. The General Partner will determine the value of all a Fund’s investments that are not readily marketable based on an analysis of various data points using a combination of the following valuation methods: market pricing services, public instrument comparables, precedent transaction comparable multiples and discounted cash flows analysis. Valuations are subject to multiple levels of internal review for approval. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values

may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities ultimately may be sold pursuant to the Governing Documents. There can be no assurance that a General Partner will have all the information necessary to make valuation decisions in respect of these investments, or that any information provided by third parties on which such decisions are based will be correct. There can be no assurance that the valuation decision of a General Partner with respect to an investment will represent the value realized by such 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. Accordingly, the valuation decisions made by such General Partner may cause it to ineffectively manage the Fund’s investment portfolios and risks, and may also affect the diversification and management of the Fund’s portfolio of investments. In addition, the exercise of discretion in valuation by the General Partners gives rise to potential conflicts of interest, including in connection with determining the amount and timing of distributions of Carried Interest and the calculation of Management Fees. Cyber Security Breaches and Identity Theft. Cyber-attacks and other malicious Internet-based activity continue to increase in frequency and magnitude. Techniques used to sabotage, or to obtain unauthorized access to, systems or networks change frequently and generally are not recognized until launched against a target. Therefore, companies, including PACT, the Funds and/or Partner Firms, as well as their third-party partners, may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventive measures. PACT, the Funds, the Partner Firms, the Funds’ service providers and/or their investments information and technology systems may be vulnerable to actual or perceived damage or interruption from computer viruses; infiltration by unauthorized persons and security breaches; and other disruptive behavior including denial-of-service attacks. Furthermore, PACT, the Funds, the Partner Firms, the Funds’ service providers and/or its investments may be vulnerable to actual or perceived usage errors by their respective professionals, network failures, computer and telecommunication failures, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. PACT, the Partner Firms, their service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Funds and the limited partners, despite efforts to adopt technologies, processes, and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well as the confidentiality, integrity, and availability of information belonging to the Funds and the limited partners. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of PACT, the Partner Firms, the Funds’ investments, the Funds’ service providers, counterparties, or data within these systems, including through phishing or ransomware attacks. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers, or other users of PACT’s or the Partner Firms’ systems to disclose sensitive information in order to gain access to PACT’s data,

the limited partners (including limited partner account and wire instructions) or the Partner Firms. Similarly, third parties may attempt to fraudulently issue capital call notices or other requests to limited partners that purport to come from PACT, and/or induce limited partners to disclose wire and account information. To the extent that PACT, the Funds, a Partner Firm or an investment is subject to cyber-attack or other unauthorized access is gained to such entity’s systems, such entity would be subject to substantial losses in the form of stolen, lost, or corrupted (i) customer data or payment information; (ii) customer or company financial information; (iii) software, contact lists, or other databases; (iv) proprietary information or trade secrets; (v) loss of capital; or (vi) other items. In certain events, a failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. If technology or security systems are compromised, become inoperable for extended periods of time or cease to function properly, PACT, the Funds, a Partner Firm and/or a Partner Firm underlying portfolio company may incur specific time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in PACT’s, the Funds’, a Partner Firm’s and/or a Partner Firm underlying portfolio company’s operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to limited partners (and the beneficial owners of limited partners). Such a failure could harm PACT’s, the Funds’, a Partner Firm’s and/or an underlying portfolio company’s reputation, subject any such entity and its respective affiliates to legal claims (from an individual or a governmental body) or otherwise affect their business and financial performance. In addition, PACT’s, the Funds’, a Partner Firm’s and/or a Partner Firm underlying portfolio company’s insurance coverage may be insufficient to compensate any such entity and its respective affiliates for incurred liabilities. Finally, it is possible a third party with access to PACT data will experience a data loss and fail to notify the Firm within Regulation S-P’s required 72 hour notification provision, thereby causing risk to PACT. Service providers of the Firm, the Funds and/or their respective affiliates are subject to the same electronic information security threats as PACT, the Funds and/or their respective affiliates. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of a Fund and personally identifiable information of the limited partners may be lost or improperly accessed, used or disclosed. In such event, and despite PACT’s best efforts to oversee such service providers, it is possible a service provider with access to sensitive limited partner information will fail to comply with Regulation S-P’s 72 hour notification provision, thereby causing risk to PACT. In such circumstances, despite PACT’s due diligence and monitoring of service providers, it is possible that PACT will not be notified of an applicable breach and therefore will fail to notify affected limited partners of a breach of sensitive customer information.

Artificial Intelligence (“AI”). PACT, the Funds and the Portfolio Entities expect to incorporate the use of AI into their business, operations, and offerings, and anticipates that usage and adoption of AI in the marketplace will continue to grow. As with many disruptive innovations, AI presents risks and challenges that could affect its accuracy adoption and therefore PACT’s business. While PACT, the Funds and the Portfolio Entities may use AI to make processes more efficient, AI models may not achieve sufficient levels of accuracy. AI algorithms may be flawed and the datasets on which such algorithms are trained may be insufficient, raise privacy concerns or contain biased information, which could undermine the decisions, predictions or analysis that AI applications produce, subjecting PACT, the Funds and the Portfolio Entities and/or each of their affiliates to competitive harm, legal liability and brand or reputational harm. Some AI scenarios present ethical issues. For example, if PACT uses, enables or offers AI solutions that are controversial because of their impact on human rights, privacy, employment, or other social issues, PACT may experience brand or reputational harm. A number of jurisdictions have passed laws and implemented regulations, or are considering the same, related to the use of AI and affecting AI companies, which could adversely affect PACT and/or the Portfolio Entities and their businesses. Side Letters. The Funds or their General Partners, without any further act, approval or vote of any limited partner, intend to enter into side letters or other similar agreements with certain limited partners that have the effect of establishing rights (including economic terms), many of which will not be subject to the “most-favored nation” provisions of the Governing Documents, under, or altering or supplementing the terms of, the Governing Documents with respect to certain limited partners. As a result of such side letters, certain limited partners will receive additional benefits that other limited partners do not receive, and such benefits potentially will be significant. Further, PACT is likely to have certain contractual obligations, as well as its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of the limited partner to provide sourcing or other services to PACT, its affiliates and personnel or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to PACT, its affiliates and personnel or the Funds). Such rights, terms or confirmations in any such side letter or other similar agreement may potentially include (i) different economic terms, including reduced Management Fees, modified waterfall mechanics and/or reduced Carried Interest and/or receipt of a portion of a General Partner’s or its affiliates’ Management Fees, other fees and/or Carried Interest; (ii) the ability to opt-out of certain types of investments (including with respect to investments in certain geographies and/or industries); (iii) the right to receive certain additional information, certifications, reporting and/or notifications from a Fund or PACT and/or the manner in which information and/or notice shall be provided; (iv) the right to transfer Fund interests and to cause such transferee to be admitted to a Fund as a substitute limited partner; (v) the offering of, and/or participation in, co-investment opportunities; (vi) the right to withdraw from a Fund in the event of adverse tax or regulatory events or violations of law or policies or in the event the limited partner’s commitment in the Fund would exceed a certain percentage of the Fund’s aggregate commitments, including matters related to political contributions, gifts and other such policies, or other liquidity rights (which may materially increase the

percentage interest of other limited partners in, and their contribution obligations for, future investments and expenses, and reduce the overall size of a Fund); (vii) waiver or modification of certain confidentiality obligations and/or documentation that might be requested by PACT for the benefit of lenders or other persons extending credit to or arranging financing for the Fund; (viii) the right to disclose certain information to underlying limited partners, the public, regulators or certain other persons; (ix) rights with respect to (and/or additional obligations and restrictions of a Fund with respect to) the structuring of any investment (including with respect to alternative investment vehicles); (x) investment pacing restrictions; (xi) limits on indemnification; (xii) rights relating to the appointment of a representative to serve as a member and/or observer of a Fund’s advisory committee; (xiv) rights with respect to legal, regulatory or policy requirements applicable to any such limited partner or its affiliates; (xv) preferential most-favored nations rights; (xvi) restrictions on, or special rights of, such limited partner with respect to the activities of PACT and/or any of its affiliates; (xvii) potential mandatory waivers of compensation as a result of certain violations of law with regard to public pension plan investors; (xviii) agreements to assist with the taking or defending of tax positions; (xix) certain obligations and restrictions on a General Partner with respect to the exercise of its discretion on certain matters, including amendments, exercising default remedies and waiving confidentiality or terms; (xx) rights related to the method of giving notice by one party to another; (xxi) rights to elect the jurisdiction, forum, alternative dispute resolution or immunities granted to sovereign or supranational entities (including entities, agencies or instrumentalities thereof); (xxii) rights to acquire interests in any Other Sponsor Vehicle (defined below); (xxiii) rights granted by virtue of such limited partner’s status as an Anchor Investor or having committed to invest in a Fund prior to a specified date; (xxiv) matters regarding such limited partner’s (or its affiliates’) interest in providing debt financing to a Fund or its Partner Firms; (xxv) rights with respect to liquidity events and/or restructurings; (xxvi) rights granted to any holder of any debt instrument and (xxvii) certain other terms whether economic, procedural or otherwise. Many of these side letter terms will not be subject to the “most-favored nation” provisions in the Governing Documents. Agreements with Anchor Investors, including any side letters relating to any Anchor Investor’s investment in a Fund, are not subject to the “most-favored nation” provisions in the Governing Documents. The Funds generally will bear the costs of implementing, monitoring and complying with side letters provisions and (where applicable) environmental, social, governance and other standards to which a General Partner has committed in making investments on behalf of a Fund. In addition, PACT will permit certain investors closely associated with a General Partner, PACT or any of their respective affiliates, any of their respective personnel, partners, members, equity holders or service providers (including persons performing Value-Add Platform services and/or Value-Add Platform advisors and/or Value-Add Platform partners), persons with whom PACT has strategic relationships and any “friends and family” of the foregoing to invest directly or indirectly in the Funds on terms that are more favorable than those offered to other investors, including with respect to the non-payment or reduction in payment of Management Fees and Carried Interest or different treatment with respect to fee offset or a sharing of net-fee related earnings and/or net-Carried Interest received by a General Partner and PACT in respect of such Fund. Agreements or arrangements with persons

or entities providing services to PACT, the Funds, any actual or potential Portfolio Entity or any of their respective affiliates will not be considered “side letters” and will not be subject to the “mostfavored nations” provisions in the Governing Documents. The General Partners are likely to have their own economic and/or other business incentives to provide certain terms to certain limited partners, e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to a General Partner, its affiliates and personnel or a Fund, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to the General Partner, its affiliates and personnel, or the Fund. Further, side letters also are expected to relate to strategic relationships under which an investor agrees to make commitments to multiple funds managed by PACT. Any rights or terms so established in a side letter with a limited partner will govern solely with respect to such limited partner (but not any of such limited partner’s assignees or transferees unless so specified in such side letter) and will not require the approval of any other limited partner notwithstanding any other provision of the Governing Documents and/or applicable law and, as a general matter, the other investors have no recourse against the Funds, PACT, the General Partners or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such side letters. The General Partners, the Funds, PACT and their affiliates will not be required to notify the other limited partners of any such side letters or any of the rights or terms or provisions thereof and, except in the circumstances and on the timing required by the Governing Documents, other limited partners will not receive disclosure of side letters or related provisions. In addition, the General Partners, the Funds, PACT and their affiliates will not be required to offer such additional or different rights or terms to any or all of the other limited partners. The General Partners and/or the Funds reserve the right to enter into such side letters with any party as a General Partner determines in its sole and absolute discretion at any time. Side letters subject the General Partners to potential conflicts of interest, including in circumstances where a limited partner’s right to serve on an advisory committee results in the limited partner receiving additional information relative to other limited partners. To the extent a limited partner is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant limited partner at the expense of a Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the Fund. For the avoidance of doubt, matters arising under side letters generally are considered matters contemplated in the Governing Documents and the limitation on liability and indemnification provisions therein shall apply equally to any such side letter. It is also expected that General Partners, the Funds, PACT and/or their respective affiliates will on occasion confirm factual matters to incoming limited partners (including in response to due diligence requests), make statements of intent or expectation to such limited partners or acknowledge statements by such incoming limited partners that relate to a General Partner’s, a Fund’s, PACT

and/or their respective affiliates’ activities pertaining thereto in one or more respects. The General Partners, the Funds, PACT and/or their respective affiliates are also permitted to agree to other due diligence-related arrangements with one or more limited partners. In addition, the General Partners, the Funds, PACT and/or their respective affiliates are permitted to agree to certain matters relating to knowledge transfer and/or secondments with one or more limited partners as part of an overall firm relationship. Additionally, 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 and may be provided information in advance of communication to other limited partners generally. In addition, PACT reserves the right to waive the additional amount payment for any limited partner that has agreed with to automatically increase its commitment at one or more subsequent closings and/or any limited partner whose commitment increases or otherwise becomes effective upon satisfaction of a regulatory or other condition. Any such statements, confirmations, agreements, acknowledgements or waivers will not involve the granting of any legal right or benefit, and therefore will not be subject to the “most favored nations” process or election by the limited partners, and as a result limited partners will not typically receive notice thereof or copies of the documentation (if any) in which they are contained. There can be no assurance that any such arrangements will not have an adverse effect on a Fund or that such arrangements will not influence a General Partner’s activities or the operation of the Fund. If a Fund or a General Partner or an affiliate thereof enters into a side letter entitling a limited partner to opt out of a particular investment (including one or more significant limited partners with geographic- or industry-specific or size-based or investment type- or Partner Firm type-opt outs) or withdraw from a Fund, the General Partner reserves the right either to elect to have the Fund not make the investment or elect to have the Fund make the investment without the participation of such limited partner(s) and/or to permit the limited partner to withdraw, as applicable. Any election to opt out (including by one or more significant limited partners with geographic- or industry- specific or size-based or investment type- or Partner Firm type-opt outs) or withdraw by such limited partner would correspondingly increase the interest that other limited partners will have in that particular geography, industry or investment (in the case of an opt-out) or all investments (in the case of a withdrawal), which may have an adverse effect on such limited partners’ investment results. In addition, in the case of an opt-out election, depending upon the specific terms of the Governing Documents (which could allow for future capital contributions to be based on unfunded commitments rather than aggregate commitments), the election may decrease the interest that other limited partners will have in subsequent investments, which may have an adverse effect on such limited partners’ investment results. If PACT elects to have a Fund not make one or more investments, then the Fund could miss out on attractive investment opportunities as such investment opportunities could be allocated to Other Sponsor Vehicles and/or other persons or entities, including PACT and its affiliates. In addition, the Funds or the General Partners or an affiliate thereof have and are permitted to enter into side letters with, or agreements of, limited partners that impose one or more investment limitations on the Fund as a whole (and not only to such limited partners) stricter than the

limitations included in the Governing Documents. These investment limitations could result in a Fund failing to make attractive investment opportunities that it otherwise would have made in the absence of such investment limitations. There is no requirement for PACT to disclose any such investment limitations to the limited partners. If a General Partner grants a limited partner a preferential economic arrangement that entitles such limited partner’s share of any Management Fees payable by the Fund to be calculated based on such limited partner’s invested capital during the investment period, such arrangement would have the effect of incentivizing the General Partner to invest the Fund’s capital more rapidly than it might otherwise do in the absence of such arrangement. As a consequence of one or more limited partners being excused or excluded from, or from regulatory, tax or other factors altering or limiting their participation in, certain investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or non-participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Further, although PACT believes it to be unlikely, excuse rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in a Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below the Fund. In addition, PACT and its affiliates reserve the right to enter into agreements with investors involving an investor’s overall relationship with PACT and its affiliates, including one or more strategies in addition to a Fund’s strategy, with terms and conditions applicable solely to such investor and its investment in the Fund and Other Sponsor Vehicles or PACT strategies and/or in PACT itself. Such an agreement may involve an investor agreeing to make a capital commitment to multiple Other Sponsor Vehicles, one or more of which may include the Fund pursuant to an overall integrated arrangement. In addition, certain investors are expected to invest in Other Sponsor Vehicles that invest, directly or indirectly, in a Fund and one or more strategies and/or Other Sponsor Vehicles pursuing one or more strategies in addition to the Fund’s strategy. Limited partners will be unable to elect any rights or benefits granted to such multi-strategy investor referred to in this paragraph. Specific examples of such additional rights and benefits could include specialized reporting, more favorable or different economic arrangements, secondment of personnel from the investor to PACT or its affiliates (or vice versa) and/or rights to participate in the investment process. Arrangements

with investors’ separately managed accounts or other investment funds or vehicles, which are tailored arrangements for a particular strategic investor (or group of particular strategic investors) that allocate all or a portion of their capital to investments alongside a Fund (including any such accounts that programmatically or formulaically invest in each investment made by the Fund) will not, except as specifically agreed to in writing by the relevant General Partner, be subject to “most favored nations” provisions and such capital will not be taken into account for purposes of any limitations on the aggregate commitments to the Fund and the Parallel Funds. Tax Liability Considerations. The taxation of partnerships and partners is complex. A Fund may take positions with respect to certain tax issues that depend on legal and other interpretive conclusions. Should any such positions be successfully challenged by a taxing authority, a limited partner might be found to have a different tax liability for that year than that reported on its tax returns. In addition, a taxing authority’s review of a Fund may result in a review of the returns of some or all of the limited partners, which examination could result in adjustments to the tax consequences initially reported by a Fund and affect items not related to a limited partner’s investment in the Fund. If such adjustments result in an increase in tax liability for any year, a Fund or one or more of the limited partners may also be liable for interest and penalties with respect to the amount of underpayment. The legal and accounting costs incurred in connection with any taxing authority’s review of a Fund’s tax returns will be borne by such Fund. The cost of any audit of a limited partner’s tax return will be borne solely by the limited partner. Conflicts of Interest If any matter arises that PACT determines constitutes an actual or potential conflict of interest, PACT reserves the right to take such actions as it believes necessary or appropriate to ameliorate such conflict (and upon taking such actions, PACT will be relieved of any responsibility for, and liability related to, such conflict to the fullest extent not prohibited by law and shall be deemed to have satisfied its fiduciary duties related thereto to the fullest extent not prohibited by law, including in each case, the Advisers Act). Investors should be aware that various actual and potential conflicts will arise from the overall investment activities of the Funds, PACT and their respective affiliates. The following discussion identifies certain potential conflicts of interest that should be carefully considered before making an investment in a Fund. In addition, limited partners should be aware that PACT and its personnel and affiliates likely will in the future engage in further activities that will result in additional conflicts of interest not addressed below. There can be no assurance that PACT will identify or resolve all conflicts of interest and, if resolved, that such conflicts will be resolved in a manner that is favorable to a Fund. Other Sponsor Vehicles. PACT and its affiliates expect in the future to manage other funds, vehicles, accounts and other investment products that invest in, and in some cases, have priority ahead of a Fund with respect to, securities, obligations or other investments eligible for purchase by the Fund, including accounts formed for a single investment opportunity (collectively, the “Other Sponsor

Vehicles”). These situations present certain potential conflicts of interest. While PACT will seek to manage such potential conflicts of interest in good faith, there will be situations in which the interests of a Fund with respect to a particular investment or other matter conflict with the interests of one or more Other Sponsor Vehicles, PACT or one or more of their respective affiliates. For example, such conflicts have the potential to arise in situations where a Fund has invested in the securities of an issuer, but due to changed circumstances, or otherwise, investment opportunities with respect to such issuer subsequently fall within the investment focus of an Other Sponsor Vehicle, or where a Fund makes an investment in the same portfolio issuer in which an Other Sponsor Vehicle has an investment, including at a different level of such portfolio issuer’s capital structure (or vice versa). Such changed circumstances might include, among others: a fall in the prices of the securities of the issuer to distressed levels; workouts or other restructurings relating to an issuer’s capital structure; a decline in the issuer’s business or financial condition; or consideration by the issuer of strategic alternatives or other fundamental changes. Such investments create a conflict between Funds and/or any other investment vehicle. It is also expected that in the future Other Sponsor Vehicles managed by PACT will invest in a Portfolio Entity that is or becomes a competitor of a Portfolio Entity of another Fund. In addition, Other Sponsor Vehicles are permitted to make investments in entities that compete with Partner Firm portfolio companies. Subject to the provisions of the Governing Documents, on any matter involving a potential or actual conflict of interest, PACT will be guided by its fiduciary duties (as set forth in the Governing Documents) to the participating Funds and Other Investment Vehicles and will manage such conflict in good faith and seek to ensure that the interests of all affected Funds and Other Investment Vehicles are represented. However, if PACT determines it is necessary or appropriate (in its discretion) to resolve or mitigate such potential or actual conflict, PACT reserves the right to cause a Fund to take such steps as PACT deems necessary or appropriate, even if (subject to applicable law) such steps would require a Fund to, among other things, (a) forego an investment opportunity or divest an investment that, in the absence of such potential or actual conflict, the Fund would have made or continued to hold or (b) otherwise take action that has the effect of benefitting an Other Sponsor Vehicle (or a General Partner, PACT or any of their respective affiliates) and therefore is not necessarily in the best interests of the Fund or any individual limited partner. PACT is permitted to, in its sole discretion, consult with an advisory committee regarding any potential conflict of interest, and if PACT acts in a manner, or pursuant to standards or procedures, approved by the advisory committee with respect to such potential or actual conflict of interest, then to the fullest extent permitted by applicable law, the General Partner, PACT and their respective affiliates will not have any liability for such actions taken in good faith by them. Certain inherent conflicts of interest are expected to arise from the fact that PACT personnel are expected to provide investment management services to the Funds and Other Sponsor Vehicles. PACT reserves the right to give advice and make investment recommendations to Other Sponsor Vehicles that could differ from advice given to, or investment recommendations made to, the Funds, even though their investment objectives may be the same or similar. For instance, one Fund may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such other Fund. In addition, a Fund and an Other Sponsor

Vehicle may have negotiated different rights in respect to redemptions, liquidity, tags, drags, registration rights and transfers among other matters and may achieve significantly different outcomes due to lack of authority for the Fund or such Other Sponsor Vehicle to directly take an action, or to “tag-along” on an action, taken by a Partner Firm. This likely will result in differences in price, investment terms, leverage and associated costs between the Fund and any Other Sponsor Vehicle. Moreover, such decisions relating to the structuring of investments in a Partner Firm by a Fund and any Other Sponsor Vehicle may emphasize different performance, leverage and risk characteristics, which may favor the investment program of such Other Sponsor Vehicle, including as a result of increases in the leverage of such Partner Firm or other changes to the capital structure of such Partner Firm undertaken to effectuate an investment by such Other Sponsor Vehicle. There can be no assurance that participating Funds will exit the investment at the same time or on the same terms (or even have rights that allow an exit at the same time or on the same terms), and there can be no assurance that a Fund’s return on such an investment will be the same as the returns achieved by any other Fund participating in the transactions. If additional capital is necessary for the Portfolio Entity, as a result of financial or other difficulties or to finance growth or other opportunities, each participating Fund will not necessarily provide such additional capital, and each generally will supply such additional capital in such amounts, if any, as determined in the sole discretion of the relevant General Partner, manager or similar control person, subject to the terms of the relevant Governing Documents. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to all Funds. In connection with any investment in which any Other Sponsor Vehicle also participates, PACT reserves the right to make independent decisions regarding recommendations of when a Fund, as compared to any Other Sponsor Vehicle, should purchase and sell investments. As a result, a Fund could be purchasing an investment at a time when a separate Other Sponsor Vehicle is selling the same or a similar investment, or vice versa. Potential conflicts of interest are also expected to arise in situations where a Fund (i) makes an equity or other subordinated investment in a Portfolio Entity that has issued, is issuing or subsequently issues a debt instrument or other senior security to an Other Sponsor Vehicle (or, conversely, where the Fund invests in the debt of a Portfolio Entity whose equity is owned by an Other Sponsor Vehicle) or (ii) purchases securities, the proceeds of which are used by a Portfolio Entity to repay a loan to the Portfolio Entity from an Other Sponsor Vehicle. Potential conflicts are also expected to arise in connection with any purchase or sale of a Portfolio Entity, or assets or businesses held by a Portfolio Entity, from or to an Other Sponsor Vehicle, including with respect to the amount of consideration paid by or to, and the obligations and rights of, such Other Sponsor Vehicle. If a Portfolio Entity in which a Fund and an Other Sponsor Vehicle hold different classes of securities (e.g., in different levels of the capital structure) encounters financial problems, decisions over the terms of any workout will raise conflicts of interest (including conflicts over proposed waivers and amendments to debt covenants).

Allocation of Investment Opportunities. The following allocation considerations shall apply to the Funds: The Funds are permitted to share in investment opportunities presented to one or more of the Other Sponsor Vehicles. If PACT is presented with an investment opportunity that is appropriate for a Fund and any Other Sponsor Vehicle, PACT will, consistent with PACT’s investment allocation policy, including after taking into account any priority investment rights or other investment allocations with respect to deals sourced by the investment teams of any Other Sponsor Vehicles, determine, in its discretion, which of a Fund and such Other Sponsor Vehicles, if any, will make such investment and the portion of such investment to be allocated thereto. Likewise, one or more Other Sponsor Vehicles whose Governing Documents so permit will share in investment opportunities presented to the Fund(s) to the extent that PACT deems, in its discretion, such allocation to be prudent or equitable based on the investment allocation policy. PACT’s allocation of investment opportunities among the Funds and any of the Other Sponsor Vehicles often will not be proportional. Therefore, such allocations have the potential to be more advantageous to one Fund relative to one or all of the Other Sponsor Vehicles, or vice versa. PACT will have significant discretion in structuring investment opportunities and determining whether any such investment opportunity is appropriate for, and is allocated to, a Fund or any Other Sponsor Vehicle. The Funds and Other Sponsor Vehicles may have substantial overlap in investment strategies and target investment opportunities. In addition, PACT’s investment allocation policy affords PACT significant discretion in making investment allocation decisions. As a result, PACT will be presented with material potential conflicts of interest in making investment allocation decisions. PACT will retain discretion in making investment allocation decisions and will not have any liability to the Funds or any limited partners in connection with any investment allocation decisions that are made in accordance with its investment allocation policy and the express terms of the Governing Documents. While PACT will seek to manage potential conflicts arising out of the potentially overlapping investment objectives of the Funds and certain Other Sponsor Vehicles, there can be no assurance that the return on a Fund’s investment will be equivalent to or better than the returns obtained by any Other Sponsor Vehicle participating in such investments. The decision by PACT to allocate an opportunity to an Other Sponsor Vehicle or provide for any co-investment along such Other Sponsor Vehicle sometimes will cause certain Funds to forego an investment opportunity (or portion thereof) it otherwise would have made. The classification of an investment opportunity as appropriate or inappropriate for a Fund or any of the Other Sponsor Vehicles will be made by PACT, in its discretion, at the time of purchase and will govern in this regard. This determination frequently will be subjective in nature. Consequently, an investment that PACT determined was appropriate (or more appropriate) for a Fund (or that PACT determined was appropriate (or more appropriate) for any of the Other Sponsor Vehicles) has the potential to ultimately prove to have been more appropriate for one of the Other Sponsor Vehicles (or for a Fund).

There can be no assurance that the allocation of any investment opportunity among Other Sponsor Vehicles, or the terms on which such allocation is made, will be as favorable as they would be if the conflicts of interest to which PACT and PACT personnel will be subject did not exist. Additionally, the application of investment allocation considerations will often result in allocation on a non-pro rata basis and the outcome of any allocation determination by PACT will result in the allocation of all, none or a sub-optimal portion of an investment opportunity to a Fund, which could adversely affect such Fund’s performance in the same manner as an under- or over-allocation. There can be no assurance that the Funds will have an opportunity to participate in certain investments that fall within a Fund’s investment objectives. In addition, PACT is authorized to form in the future, separately managed accounts and/or Other Sponsor Vehicles which are tailored arrangements for a particular strategic investor (or group of particular strategic investors), in each case, that are not considered “Successor Funds.” These separately managed accounts and/or Other Sponsor Vehicles are permitted to invest alongside the Funds in all (or a portion of) of their investments, and each such investment opportunity will be allocated among the Funds and such separately managed accounts and/or Other Sponsor Vehicles (and any other relevant Other Sponsor Vehicles) in accordance with the Governing Documents and the investment allocation policy, as may be amended from time to time. While PACT will seek to manage potential conflicts arising out of the potentially overlapping investment objectives of the Funds and Other Sponsor Vehicles, there can be no assurance that the return on a Fund’s investment will be equivalent to or better than the returns obtained by any other Fund participating in such investments. The decision by PACT to allocate an opportunity to another Fund or provide for any co-investment, including in a new tranche of an existing investment, along such other Fund sometimes will cause a Fund to forego an investment opportunity (or portion thereof) it otherwise would have made. Similarly, when identifying potential follow-on opportunities, PACT must determine the appropriate Other Sponsor Vehicle(s) or portfolio investments to participate in the applicable follow-on opportunity and the amount of such follow-on opportunity in which they will participate. Portfolio investments and Other Sponsor Vehicles are permitted to compete with the Funds (and/or their portfolio investments), particularly because the Funds’ and such Other Sponsor Vehicles’ investments generally are permitted to be in similar industries or sectors. Given these factors and the limited number of follow-on opportunities, PACT expects to be subject to potential conflicts of interest in determining the allocation of follow-on opportunities. PACT will determine the allocation among such Other Sponsor Vehicles in such manner as it, in its sole discretion, determines in good faith to be fair and equitable, consistent with the relevant Governing Documents and its then-applicable investment allocation policy. Furthermore, the decision as to whether a Fund or any of the Other Sponsor Vehicles should make a particular follow-on investment, or whether the follow-on investment will be shared in the same proportion as the original investment, sometimes will differ from the decision regarding the initial

purchase due to a changed determination on this issue by PACT. In addition, investments made by a Fund towards the end of the investment period likely will be structured so that one or more Other Sponsor Vehicles can make an anticipated follow-on investment on certain prearranged terms and conditions, including price (which often will be based on cost of the original investment). Where potential overlaps with any of the Other Sponsor Vehicles exist, such opportunities will be allocated by PACT, in its discretion, after taking into consideration the investment focus of each affected Fund or account and the investment allocation policy. In addition, Other Sponsor Vehicles are permitted to target investments at an earlier or later stage in a Partner Firm’s or Partner Firm fund’s development or of a shorter-duration and/or a different asset class (e.g. debt, preferred equity and/or structured equity) than those targeted by the Funds and are permitted to be allocated follow-on opportunities in or relating to a Partner Firm in which a Fund has previously invested which would not otherwise be available to such Other Sponsor Vehicle (or would be available on less favorable terms) but for the investment by the Fund. In these circumstances, such Other Sponsor Vehicle may benefit from the diligence, structural protections and relationship with such Partner Firm generated by way of the Fund’s investment therein. In addition to the allocation decisions that could result in a Fund not participating in certain investments that fall within its investment objectives, a similar outcome arises from an excuse right granted to a limited partner. As permitted under the Governing Documents, PACT is authorized to agree with a limited partner that such limited partner will be excused from participating in certain types of investments in which a Fund invests. Depending on the scope of any such excuse, and the manner in which the relevant investments would be held by a Fund, it will not always be practicable to excuse a limited partner from such investments and, accordingly, such excuse rights could have the practical result of preventing the Fund from making such investments. It is therefore possible that the impact on a Fund of any excuse rights agreed to by a General Partner will be more material than anticipated by the General Partner at the time such exclusion rights are granted. PACT expects from time to time to be required by applicable law, regulatory requirements, internal policies or contractual requirements to share potential investment opportunities with Other Sponsor Vehicle before offering such opportunity to a Fund. Such relationships present conflicts of interest in determining how much, if any, of certain investment opportunities to offer a Fund, and such conflicts may not always be resolved to the advantage of such Fund. The outcome of any allocation determination by PACT and its affiliates may result in the allocation of all, none or a sub-optimal portion of an investment opportunity to a Fund, which could adversely affect the Fund’s performance in the same manner as an under- or over-allocation. There can be no assurance that the Funds will have an opportunity to participate in certain investments that fall within a Fund’s investment objectives. Moreover, certain investment opportunities may depend upon a Fund’s and/or the applicable Other Sponsor Vehicles’ ability to enter into satisfactory relationships with joint ventures, co-investors or operating partners or receive approval from third parties who have control over critical relationships. There can be no assurance that the Funds will be able to enter into any such relationships or continue any such relationships. In certain circumstances, in order to ensure that allocations are being made in

the interests of the Funds and/or the Other Sponsor Vehicles involved, from time to time, PACT may review a Fund’s and/or an Other Sponsor Vehicles’ exposure to certain investments, sectors, strategies or other characteristics, determine exposure targets for the Funds and/or such Other Sponsor Vehicle and allocate investment opportunities accordingly. There can be no assurance that the allocation of any investment opportunity among the Funds and/or the Other Sponsor Vehicles, or the terms on which such allocation is made, will be as favorable as it would be if the conflicts of interest to which PACT and its personnel are subject did not exist. PACT’s allocation of investment opportunities among the Funds and the Other Sponsor Vehicles in the manner discussed above may result in the allocation of all or none of an investment opportunity to a Fund, or a disproportional allocation among such persons, with such allocations being more or less advantageous to certain persons relative to other persons. By way of example, a newly organized Other Sponsor Vehicle could purchase a disproportionate amount of investments until it is substantially invested. Limited partners should note that the conflicts inherent in making such allocation decisions may not always be resolved to the advantage of a Fund, and an independent third party may not have made the same allocation decision as PACT. In addition, in the event that PACT launches an Other Sponsor Vehicle with a different investment strategy, then it is likely that this would give rise to additional conflicts of interests not specifically described herein and there can be no assurance that PACT will identify or resolve such conflicts and, if resolved, that such conflicts will be resolved in a manner that is favorable to or benefits the Funds. Certain investment opportunities identified by PACT, PACT personnel and their respective affiliates will not be made available to the Funds. For example, PACT is not obligated to present to the Funds any investment opportunity in which a Fund cannot participate for any reason, as determined by PACT in its sole discretion, including due to any investment limitation or restriction in the Governing Documents. In the event PACT determines not to present an investment opportunity to a Fund for any reason, PACT and PACT personnel reserve the right to pursue such investment opportunity for their own accounts or through an Other Sponsor Vehicle or refer such investment opportunity to one or more third parties. In addition to the foregoing, PACT is authorized, in its discretion, to offer a proportion of the amount of any investment opportunity that would otherwise be allocated to a Fund to third party co-investors, including through a co-investment vehicle. PACT has an incentive to use these co-investment allocations in order to establish, strengthen, and/or cultivate relationships with “strategic” or prospective “strategic” investors of an Other Sponsor Vehicle. Additionally, PACT or Other Sponsor Vehicles can be expected to enter into covenants that restrict or otherwise limit the ability of a Fund or its portfolio investments and their respective affiliates to make investments in, or otherwise engage in, certain businesses or activities. For example, Other Sponsor Vehicles could grant exclusivity to a joint venture partner that limits or restricts a Fund and Other Sponsor Vehicles from owning assets within a certain strategy or distance of any of the joint venture’s assets or an Other Sponsor Vehicle could enter into a non-compete in connection with a sale or other transaction. These types of restrictions are likely to negatively impact the ability of a

Fund to implement its investment program. Finally, PACT personnel who are members of the investment team or investment committee could be excluded from participating in certain investment decisions due to conflicts involving other PACT businesses or for other reasons, in which case such Fund will not benefit from their experience or viewpoint. The limited partners will not receive a benefit from any fees earned by PACT or its personnel from these other businesses. While PACT will seek to allocate investment opportunities in a way that it believes is fair and equitable to the Funds and the applicable Other Sponsor Vehicles under the circumstances over time, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which such allocation is made, will be as favorable as they would be if the attendant conflicts of interest did not exist, which could ultimately reduce the amount and number of investments to be made by a Fund. Furthermore, the application of PACT’s investment allocation policy is a fact-intensive exercise. While PACT will base its allocation decisions on the information available at the time of the decision, this information may prove, in retrospect, to be incomplete or otherwise flawed. The weight PACT ascribes to certain factors will also evolve over time in response to, among other things, changes in market conditions, competition for investments, pace of investments, and the mix of opportunities available to a Fund. Separate Accounts. To accommodate the needs of one or more specific investors (or related group of investors), PACT or its affiliates reserve the right to form, sponsor or manage one or more separate accounts, managed accounts, funds, investment entities or similar arrangements for the benefit of one or more specific investors (or related group of investors) that will be managed by PACT and follow an investment strategy and approach that is similar to or overlaps with, in whole or in part, the investment strategy and approach of the Fund (collectively, “Separate Accounts”). Such Separate Accounts will not be considered successor funds or parallel funds under the Governing Documents and will be permitted to invest in certain securities or other investments eligible for purchase by a Fund (but would not necessarily invest in every investment made by the Fund). To the extent investment opportunities fall within the common objectives and guidelines of a Fund and any Separate Account, the allocation of such investments between a Fund and any such Separate Account will, subject to the terms of the Governing Documents, in certain cases be pro rata based on available capital; however, PACT expects in other certain cases to allocate such investments on another basis that it determines to be consistent with the investment allocation policy in its sole discretion. The terms of any such investment opportunity will be determined by PACT, including any Management Fee or Carried Interest charged in connection therewith, and will likely vary with respect to any such investment opportunity. Such arrangements generally will afford those clients different terms than the limited partners with respect to fees and expenses, subscription, withdrawal and redemption rights and the content and frequency of reports. Co-Investments. PACT will seek to develop a diversified portfolio of assets for the Funds and reserves the right to utilize co-investments in certain circumstances to achieve this or other objectives, as described herein. In certain cases, there will be circumstances where an amount that could have

otherwise been invested by a Fund is instead allocated to co-investors, including in certain circumstances, in follow on investments for a new equity tranche of an existing investment, including to third parties that are not investors in the Fund. There can be no guarantee that any specific limited partner will be offered any co-investment opportunity, including in circumstances where other investors in the Fund, any Other Sponsor Vehicle or any third party are offered a co-investment opportunity. Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, market or industry, size, geographic location, asset class, projected holding period, exit strategy and counterparty). The allocation of co-investment opportunities, which may be made to one or more persons for any number of reasons as determined by PACT in its sole discretion, have the potential to not be in the best interests of a Fund or any individual limited partner. In exercising its sole discretion in connection with such co-investment opportunities, PACT may consider some or all of a wide range of factors, including but not limited to: (i) whether the prospective co-investor has expressed an interest in evaluating co-investment opportunities, including the perceived degree of that interest; (ii) the expertise, knowledge and sophistication of the prospective co-investor with respect to the issuer, segment, industry, geographic region or other characteristics that are relevant to the investment; (iii) the prospective co-investor’s perceived ability to approve the investment pursuant to any applicable internal approval processes (including the predictability of the prospective co-investor’s investment process), and to otherwise successfully and efficiently execute the transaction, in a timely manner with respect to the timeframe in which PACT believes favorable transaction terms may be achieved based on their history of consummating co-investment opportunities; (iv) size of current or future commitment to a Fund and Other Sponsor Vehicles by the prospective co-investor; (v) any tax, regulatory, securities laws and/or other legal considerations with respect to the prospective co-investor (e.g., qualified purchaser or qualified institutional buyer status); (v) confidentiality concerns that may arise in connection with providing the prospective coinvestor with specific information relating to the investment opportunity; (vi) the perceived ease of process in coordinating or completing the investment with the prospective co-investor or prospective co-investors similar thereto; (vii) PACT’s perception of whether the investment opportunity may subject the prospective co-investor to legal, regulatory, reporting or other burdens that make it less likely that the prospective co-investor would act upon the investment opportunity if offered or would impair PACT’s ability to execute the relevant transaction in the desired time or on desired terms; (viii) the size of the investment allocation available to PACT (and not being allocated among Funds) and the practicality of splitting the allocation into smaller tranches; (x) lender requirements; (xi) perceived public relations and reputational benefits or costs; and (xii) whether PACT believes that allocating investment opportunities to a current Other Sponsor Vehicle or other third-party person or entity will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant Portfolio Entity, a Fund, Other Sponsor Vehicles, PACT or their respective affiliates. Because co-investments will not be made through a Fund, any compensation received in connection with a co-investment does not arise out of the investment activities of a Fund or actions taken directly

or indirectly by PACT and/or a General Partner on behalf of a Fund and, therefore, none of such fees and other co-investor-related compensation will offset or otherwise reduce the Management Fee paid by the Fund or the limited partners. While co-investment opportunities will generally be allocated by PACT in its discretion using the criteria described above, PACT has agreed to provide Anchor Investors, and expects to agree to provide other particular investors or clients, with priority access to co-investment opportunities. The existence of such priority co-investment rights could affect PACT’s decision to offer certain opportunities for co-investment and could limit the ability of a Fund or the limited partners to be offered certain co-investment opportunities. In addition, PACT will be incentivized to offer certain investors or clients or Other Sponsor Vehicles the opportunities to co-invest if (i) the amount of Carried Interest and/or Management Fee to which PACT is entitled under arrangements made with such investors or clients or Other Sponsor Vehicles and/or (ii) whether an Other Sponsor Vehicle becomes or remains advised on a discretionary basis by PACT, in each case of clauses (i) and (ii), depends on, among other things, the extent to which such investors or clients or Other Sponsor Vehicles participate, or are offered the opportunity to participate, in co-investments. Such priority co-investment rights or incentives are expected to give rise to potential conflicts of interest, and there can be no assurance that any co-investment opportunities will be made available to a Fund or any limited partner. PACT reserves the right to charge an administrative fee, a management fee or similar fees and/or carried interest to co-investors in respect of co-investments (which fees and/or carried interest may differ from that charged to the Fund), as it determines in its sole discretion. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and PACT expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the Funds because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of the Governing Documents and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of the Governing Documents. Co-investments sometimes will involve acquisition of interests in the applicable Portfolio Entity at the same time and on the same terms as the Fund. Frequently, for strategic and other reasons, a coinvestor or co-invest vehicle (including any Other Sponsor Vehicle) may purchase a portion of an investment from a Fund after the Fund has consummated its investment in a Portfolio Entity (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle could occur shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment or in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in PACT’s sole discretion, PACT reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to

adjust the purchase price under certain conditions), and to seek reimbursement to the Fund for related costs. However, there can be no assurance such interest or expenses will be charged or reimbursed, in which case the expenses generally will be borne by the Fund. When and to the extent that PACT personnel and related persons of PACT and its affiliates make capital investments in or alongside a Fund, PACT and its affiliates are subject to potentially conflicting interests in connection with these investments. If a co-investment vehicle is formed, such entity will bear expenses related to its structuring, formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was to be sought ultimately is not consummated, all obligations, liabilities and out-of-pocket fees (including any break-up fees), costs and expenses relating to such unconsummated transaction, including the proposed co-investment vehicle, will be borne by the Fund that was to have made the investment and not by any prospective co-investors, subject to any restrictions set forth in the Governing Documents. The Funds are permitted to acquire an investment with the intent to sell a portion of such investment to a co-investment vehicle or a third-party coventurer or partner. In such instances, there can be no assurance that a Fund will be able to guarantee that a co-investment vehicle or a third-party co-venturer or partner will participate in the transaction, in which case the Fund may hold a larger portion of such investment than desired or PACT originally anticipated. The Funds are permitted to co-invest with third parties through partnerships, joint ventures or other entities or arrangements, in addition to co-investing directly in Portfolio Entities. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third-party co-venturer or partner will have economic or business interests or goals that are inconsistent with those of a Fund, financial difficulties (which may increase the possibility of default), or being in a position to take or block any action contrary to the investment objectives of a Fund. In addition, a Fund may in certain circumstances be liable for actions of its third-party coventurer or partner. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such co-investments, including incentive compensation arrangements. There can be no assurance that a Fund’s return from a transaction would be equal to, and not less than, the return of another party that was allocated a coinvestment opportunity and that is participating in the same transaction. Furthermore, decisions regarding whether and to whom to offer co-investment opportunities are permitted to be made by PACT or its related persons in consultation with other participants in the relevant transactions, such as a co-sponsor. In certain cases, determinations to allocate such amounts or investment opportunities to vendors or service providers will be made prior to the determination of the availability of opportunity for other co-investors, and as such, generally will decrease the amount of co-investment opportunities available. Additionally, certain service providers (e.g., lenders) seek to negotiate co-investment rights as a component of their compensation or in exchange for granting better terms to PACT, any Other Sponsor Vehicle or Portfolio Entity in connection with the services

provided. Co-investment opportunities oftentimes will be offered to some and not to other limited partners in PACT’s sole discretion. PACT’s allocation of co-investment opportunities generally will not result in allocations that are proportional to the amounts committed, if any, by the relevant potential co-investors to a Fund, any Other Sponsor Vehicle or any other co-investment vehicle, and such allocations may be more or less advantageous to some persons or entities than to others. Additionally, potential conflicts of interest are expected to arise in the allocation of co-investment opportunities to the extent that such allocation benefits PACT instead of, or more than, a Fund or is not in the best interests of the Fund or any individual limited partner. Impaired Value Investments. The Governing Documents provide PACT with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters that in each case have the potential to affect the compensation of PACT. In making such determinations, PACT is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for PACT to make investments and to hold investments longer than otherwise would be the case in the absence of a Fund’s Management Fee and Carried Interest compensation arrangements. PACT expects to be incentivized to cause the Funds to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are disposed of or completely written off for U.S. federal income tax purposes in the manner described in the Governing Documents (such investments, “Impaired Value Investments”)) in order to generate greater ongoing Management Fees and, potentially, larger Carried Interest distributions than would otherwise be the case if such investments had not been made or held (or if such determination had not been made), including because of the possibility that the investments’ values will appreciate in the future. Where the Management Fee is calculated taking into account the valuation of an investment, including a determination of whether an investment has become an Impaired Value Investment, PACT will have incentives to make determinations that result in the continued payment of, or a higher, Management Fee. Where the Governing Documents do not require Management Fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, PACT expects to be incentivized to pursue such transactions. Additionally, the amount of Carried Interest owed to a General Partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and PACT expects to be subject to related conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the Governing Documents. The Governing Documents provide PACT with wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by PACT in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance

that a third party or limited partner would agree with the substance or timing of PACT’s determination that an investment is an Impaired Value Investment, and, except as set forth in the Governing Documents, neither PACT nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during a Fund’s holding period. PACT is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Governing Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of compensation to the General Partner and its affiliates is dependent in part on an investment’s status as an Impaired Value Investment, PACT faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although PACT intends to operate in accordance with the Governing Documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Investments in Partner Firm Funds, Partner Firms, Partner Firm Portfolio Companies. PACT is permitted to determine, in its sole discretion, to treat any or all of investments in a Partner Firm (including any interests and/or other profit and/or revenue share participations in a Partner Firm) and in one or more of such Partner Firm’s funds and/or Partner Firm portfolio companies, or otherwise relating to such Partner Firm (including those acquired in a single transaction or in multiple, related transactions) as the same investment or separate investments for all purposes of the Governing Documents, including a Fund’s distribution waterfall. PACT generally expects to treat investments in a Partner Firm and investments in such Partner Firm’s funds as separate investments. For example, when a Fund makes a “seed” or “anchor” investment in a Partner Firm fund and receives an associated profit or revenue share, PACT expects to treat the investment in the Partner Firm fund as a separate investment from the investment and/or rights received in respect of the associated Partner Firm relating to the profit or revenue share. Accordingly, when management fees, carried interest or similar proceeds from the Partner Firm are received by a Fund, there would be no return of capital to the limited partners, since there was no capital invested in the Partner Firm, or even if there had been capital invested in such Partner Firm, there would not be an associated “disposition” or “realization” of an investment (since the proceeds from the profit or revenue share are current income rather than disposition proceeds). As a result, PACT expects to begin receiving carried interest from the initial distributions of profit or revenue share (subject to any requirements under the distribution waterfall in the Governing Documents to return capital for Fund expenses and realized and/or unrealized losses, if applicable). PACT will determine in its discretion whether and to what extent a disposition has occurred, including as a result of a sale, exchange, dividend from, or the refinancing, recapitalization or restructuring of, an investment (including in circumstances where a Fund transfers rights to distributions from investments to a securitization vehicle). For the avoidance of doubt, an investment is not expected to be treated as sold, exchanged or otherwise disposed of when a Fund receives interest, dividends, distributions, coupon payments or other current income therefrom or any

amounts distributed to the Fund that do not result in a reduction of the Fund’s direct or indirect ownership interest in such investment, including from a dividend recapitalization or securitization transaction involving one or more investments (including in circumstances where the Fund transfers rights to distributions from investments to a securitization vehicle). A transaction’s status as a “disposition” under United States generally accepted accounting principles or applicable tax rules will have no bearing on a transaction’s status as a “disposition” hereunder. Fees and Expenses. The Funds will pay and bear all expenses related to their operations, including the Management Fee and the costs of holding, monitoring, maintaining and disposing of investments in Portfolio Entities, including investment banking fees and consulting fees, whether or not a Fund makes any profits. While it is difficult to predict the future expenses of each Fund, such expenses may be substantial and may surpass the Fund’s operating income. The amount of these expenses will reduce the actual returns realized by limited partners on their investments in a Fund and may, under certain circumstances, reduce the amount of capital available to be deployed by the Fund for investments. Such expenses include recurring and regular items, as well as extraordinary items for which it may be difficult to budget or forecast. As a result, the aggregate amount of such expenses over the life of a Fund and/or the amount called at any one time by PACT in respect of such expenses may exceed expectations. Although Organizational Expenses of the Funds are separately categorized and may be subject to a limit under the Governing Documents, with all Organizational Expenses in excess of the limit being borne ultimately by PACT, there are ongoing operating expenses to be borne by the limited partners that are not classified as Organizational Expenses under the Governing Documents, including, for example, the costs and expenses of administering side letters entered into with limited partners, including any “most favored nations” provisions, and the structuring of the Funds and their investments Industry Relationships. PACT reserves the right to employ or engage personnel with pre-existing ownership interests in, or who provided services to its affiliates and/or Other Sponsor Vehicles and/or were employed or engaged by Portfolio Entities, Partner Firms, Partner Firm funds and/or Partner Firm portfolio companies (which could entitle such personnel to carried interest and/or other financial benefits from such entity) owned by a Fund and/or Other Sponsor Vehicles; conversely, current or former personnel or executives of PACT or its affiliates are permitted to serve in significant management roles at Portfolio Entities and/or service providers recommended by PACT or its respective affiliates. Similarly, PACT and/or its personnel maintain relationships with (or reserve the right to invest in) service providers and other market participants, including managers of private funds, brokers, advisors, consultants, finders (including executive finders and Portfolio Entity finders), executives, attorneys, accountants, institutional investors, family offices, lenders, former personnel, and current and former Portfolio Entity executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, PACT, a General Partner, a Fund, Other Sponsor Vehicles and/or their Portfolio Entities. The General Partners expect to have a potential conflict of interest with the Funds in recommending the retention

or continuation of a third-party service provider to a Fund or a Portfolio Entity owned by a Fund if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will invest in or continue to invest in one or more Other Sponsor Vehicles, will provide PACT and its affiliates information about markets and industries in which they operate (or are contemplating operations) or will provide other services that are beneficial to PACT and its affiliates. The General Partners expect to be subject to a potential conflict of interest in making such recommendations, in that PACT has an incentive to maintain goodwill between itself and the existing and prospective Portfolio Entities for the Funds and other funds or investment vehicles advised or managed by PACT, while the products or services recommended may not necessarily be the best available to the Portfolio Entities. Whether or not PACT has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. In addition, the General Partners reserve the right to cause the Funds to invest in Portfolio Entities that were, are and/or expect to become (or were, are or expect to become affiliated with) limited partners, investors in any Other Sponsor Vehicles, owners of PACT and/or its affiliates. The General Partners will have a conflict of interest with the Funds in recommending an investment in a Portfolio Entity if such recommendation, for example, is motivated by a belief that such Portfolio Entity or its affiliate(s) will invest in or continue to invest in the Funds, one or more Other Sponsor Vehicles and/or PACT and/or its affiliates, in particular where PACT or its affiliates receive financial or other benefits as a result of such investments, or otherwise by a desire to maintain goodwill with any such involved parties, for example, to preserve industry relationships, which could benefit a Fund and/or Other Sponsor Vehicles and/or PACT and/or its affiliates. Over the life of a Fund, PACT generally expects to exercise its discretion to recommend to the Fund or to a Portfolio Entity thereof that it contract for services with various service providers, potentially including, among others: (i) PACT (or an affiliate, which is permitted to include other Portfolio Entities of a Fund or other investment funds sponsored by PACT) and at rates determined or substantively influenced by PACT; (ii) an entity with which PACT or its affiliates or current or former personnel has a relationship or from which such person derive a financial or other benefit, including relationships with joint venturers or co-venturers, or relationships where PACT personnel are seconded, or from which PACT receives secondees (including secondees at no or reduced costs to PACT), resources or training; or (iii) a limited partner or its affiliates. For example, PACT is permitted to initiate transactions or service agreements between two or more Portfolio Entities of a Fund and/or Other Sponsor Vehicles, and is permitted to engage certain limited partners or their affiliates that are engaged in lending or related businesses to provide financing and/or other services in connection with a Fund’s investments. Potential conflicts of interest arise in initiating such transactions, as PACT has incentives to maintain goodwill between it and its former, existing and prospective Portfolio Entities. Similarly, PACT has incentives to engage limited partners to provide services to a Fund and/or its Portfolio Entities, including financing, to maintain goodwill with such limited partners including with respect to investments made or that may be made in a Fund. As a result, in each case, the products or services recommended may not necessarily be the best or lowest cost option. This subjects PACT

to potential conflicts of interest, because although it intends to initiate transactions and select service providers that it believes are aligned with its operational strategies and that will enhance Portfolio Entity performance, PACT will have an incentive to recommend the related or other person because of its financial or business interest. Additionally, there is a possibility that PACT, because of such incentive or for other reasons (including whether the use of such persons could establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to PACT, a Fund or its affiliates), could favor such transaction, retention or continuation even if a better price and/or qualify of service provider could be obtained from another person. In addition, one Portfolio Entity may provide goods or services to another Portfolio Entity, and there can be no assurance that the terms of any such transaction will be the same as those that would be obtained in an arm’s length transaction between unaffiliated parties. In particular, such transactions could result in the provision of services to a Portfolio Entity at a rate higher than could be obtained by such Portfolio Entity on the open market. Whether or not PACT or any of its affiliates has a relationship with or receives financial or other benefit from recommending a particular transaction or service provider, there can be no assurance that no other transaction would be more beneficial or that a more qualified and/or lower cost service provider could not be obtained. The terms of any transaction involving the provision of goods or services to a Fund or any Portfolio Entities will be determined by PACT in its sole discretion and could differ significantly from the terms that may be obtained in an arm’s length transaction between unaffiliated parties. As with other fund sponsors, as part of PACT’s business, PACT and PACT personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include other investment advisors, investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers and employees of current and former portfolio investments, current and former service providers to current and former portfolio investments and former PACT personnel. Certain of these third parties may: (i) introduce investment opportunities to PACT; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments; or (v) provide investment banking, consulting, legal or advisory services to PACT, the Other Sponsor Vehicles or portfolio investments. Such third parties could also provide goods or services to or have business, personal, political, financial or other relationships with PACT and PACT personnel. In addition, such third parties could invest in one or more Other Sponsor Vehicles, coinvest in one or more portfolio investments, provide other significant business or investment services to PACT, the Other Sponsor Vehicles and/or portfolio investments, or compete with the Funds for investment opportunities. These relationships could influence PACT in deciding whether to select or recommend any such third-party to perform services for a Fund or a portfolio investment. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or the portfolio investments, as applicable.

Relationships with Anchor Investors. The interests of the Anchor Investors are expected to differ substantially from the interests of other investors. In particular, in connection with their commitment to a Fund, the Anchor Investors will receive certain preferential terms, such as the following (nonexhaustive list of terms): (i) a reduced Management Fee rate and a reduced Carried Interest rate, (ii) a position on an advisory committee, (iii) the opportunity to warehouse investments for a Fund and the ability to retain, in their sole discretion, certain amounts of such warehoused investments on a Management Fee-free and Carried Interest-free basis, (iv) the right to participate in fee-related earnings of PACT and in carried interest in the special limited partner and/or the minimum required “sponsor” capital commitment to a Fund, (v) a preferential allocation of co-investment opportunities (including opportunities to invest in Partner Firm funds and/or Partner Firm portfolio companies in which a Fund does not directly or indirectly invest) on a Management Fee-free and Carried Interest-free basis, and (vi) preferential most-favored nations rights. Certain of such Anchor Investors will have the right to receive similar preferential terms in future funds or accounts managed or advised by PACT and/or its affiliates. Certain of the Anchor Investors will also have other economic interests in PACT. Certain of the Anchor Investors have provided working capital to PACT. Some or all of the Anchor Investors are expected to also receive (a) certain financial and other information enabling transparency into the operations of the General Partners and PACT, including budget consent rights, senior personnel compensation guardrails, books and records inspection rights and meeting rights, (b) certain rights to participate in any successor fund or any Other Sponsor Vehicle managed or advised by PACT, (c) certain right to be indemnified by a Fund for any claims, damages, liabilities, costs and expenses suffered by PACT or its related indemnified persons by virtue of its respective economic interest in respect of a General Partner or PACT in its capacity as a direct or indirect owner of PACT and (d) certain other protective rights, whether economic, procedural or otherwise, including with respect to change of control transactions, preemptive rights and anti-dilution protections in respect of PACT, and the incurrence of indebtedness. Certain Anchor Investors also have consent rights with respect to PACT’s operational and other internal matters (including budgeting). Such consent rights could limit PACT’s ability to scale its team or operations and engage personnel in the manner it otherwise would do, absent such consent rights. In addition, certain Anchor Investors are expected to provide strategic, advisory, informational, operational (which is permitted to include the provision of office space and/or working capital loans) and other services to PACT and the Funds. Through such relationships, certain of the Anchor Investors are expected to share their industry experience and resources, including by providing insights on investor receptivity and the growth prospects of certain strategies, market trends or areas of interest among likeminded investors as well as private capital strategies expected to be in favor among investors, and such Anchor Investors are expected to receive additional information regarding PACT and the Funds that generally will not be provided to other investors. The termination of an Anchor Investor’s investment could materially and adversely affect a Fund’s performance and ability to source and consummate investments. Conflicts Arising from PACT’s Relationship with the Anchor Investors. As mentioned in Item 4 above, PACT has accepted a minority investment from the Anchor Investors. The Anchor Investors do not have any authority over the day-to-day operations or investment processes or decisions of PACT or PACT

as they relate to the Funds, but they do have certain customary minority protections with respect to their ownership interests in PACT. PACT reserves the right to permit additional persons to become minority investors. The Anchor Investors will also have an economic interest in the Management Fee and Carried Interest distributions (as well as interests in certain other related economic entitlements, such as certain transaction fee income, if any, received by PACT), sponsor/ “GP” capital commitment (which is not subject to Management Fees or Carried Interest) and liquidity event proceeds, which will not be available to the other limited partners and therefore result in a different economic relationship with respect to the Funds. Because of the interests and rights described above, the Anchor Investors and their affiliates will have interests and rights that differ from those of other limited partners and that may be more closely aligned with the interests of PACT than with the Funds and their limited partners. Finally, the Anchor Investors (and/or their affiliates) are expected to have relationships with other private equity sponsors and managers, investment vehicles and accounts that could give rise to potential conflicts of interest. In addition to the Anchor Investors, PACT expects in the future to have strategic relationship with other investors. These relationships present potential conflicts of interest. For example, PACT has an incentive to favor the Anchor Investors’ interests. In addition, because certain of the Anchor Investors are global organizations with broad and diverse economic interests, clients and stakeholders, the Anchor Investors’ interests, on occasion, are expected to conflict with those of PACT and/or the Funds and could influence the information provided by the Anchor Investors. For example, it is likely that PACT will invest from time to time, on behalf of a Fund, in issuers in which the Anchor Investors, their affiliates and/or related persons have (or are expected to have) direct and/or indirect interests and/or other relationships, which in certain cases could include a controlling or significant beneficial interest. These investments could be in different levels of the capital structure of the same issuer, and could be made at or around the same time or at different times as a Fund or any future funds PACT advises. Such transactions could directly or indirectly benefit the Anchor Investors, their affiliates and/or related persons, and in certain circumstance could be contrary to the interests of PACT and/or the Funds. PACT seeks to mitigate potential conflicts of interest in the foregoing and similar situations through a variety of means, including through policies, procedures and controls designed to identify and mitigate such conflicts. Further, conflicts are expected to arise when PACT investment advisory personnel consider whether a Fund should invest in an investment opportunity that they know or believe is also being considered by an Anchor Investor or its affiliates for accounts advised by or benefitting an Anchor Investor, inasmuch as investing (or not investing) on behalf of a Fund could benefit such Anchor Investor. PACT has adopted policies and procedures and maintains a compliance program designed to help manage such actual and potential conflicts of interest. However, under the Governing Documents, none of the Anchor Investors are “affiliates” of the Funds or PACT, and neither limited partner nor advisory committee consent will be required, and is not expected to be sought, with respect to any agreements or transactions (including with respect to buying or selling any securities, assets or services) entered into between a General Partner, a Fund, its Portfolio Entities and their respective affiliates, on the one hand, and any Anchor Investors (including any of their respective affiliates), on the other hand.

The Anchor Investors will have the right to exercise all voting rights of a limited partner (including with respect to dissolution of a Fund and/or removal of the General Partner) and as a member of the advisory committee of the Fund. Where Anchor Investors participate in a vote of the limited partners or vote or otherwise participate as a member of the advisory committee, an Anchor Investor’s interests (economic or otherwise) may not be aligned in whole or in part with those of the other limited partners or advisory committee members. In connection with Fund matters, the Anchor Investors and their respective representatives on an advisory committee are expected to consider their own interests and, to the extent permitted by law, will not have any duty or obligation to consider or act in the interests of any other limited partner, a General Partner, the other advisory committee members or any other person. The role of the Anchor Investors creates potential conflicts of interest as PACT has an incentive to favor the interests of the Anchor Investors and/or their applicable investment vehicles, and the Anchor Investors have an economic interest in PACT (and are expected to have an interest in future funds and accounts managed or advised by PACT or its affiliates) and therefore have an incentive to favor the interests of PACT as well as their own economic interests in certain matters submitted to an advisory committee.

PACT has and will continue to develop relationships with professionals who provide services it does not provide, including legal, accounting, fund administration, banking, investment banking, placement agent services, tax preparation, insurance brokerage, compliance, information technology and other services. Some of these professionals provide services to the principals, the Funds or their Portfolio Entities. Additionally, some of these professionals are expected to be limited partners in the Funds, either personally or through their company.

As described above in Item 4, PACT is affiliated with the Funds’ General Partner which are subject to the Advisers Act pursuant to PACT’s registration. These General Partners together with PACT operate as a single advisory business and serve as the General Partner, affiliate or managing members of private investment funds and other pooled vehicles and generally share common owners, officers, partners, employees, consultants, imPACT Platform members or persons occupying similar positions. These General Partners do not have employees of their own. PACT does not recommend or select other investment advisers on behalf of the Funds.

With respect to third parties that are not subject to the trading restrictions under PACT’s Code of Ethics and that may otherwise obtain sensitive and nonpublic information relating to a Fund investment or prospective investment (e.g., co-investors, legal, financial, diligence, public relations and other similar service providers), such persons typically are subject to contractual provisions in confidentiality agreements or professional obligations that prohibit the misuse of any such information. Supervised persons are required to certify their compliance with the Code of Ethics upon hire and on an annual basis. Supervised persons who violate the Code of Ethics will be subject to remedial actions, including, but not limited to, censure, fines, suspension or dismissal. Supervised persons are also required to promptly report any violations of the Code of Ethics of which they become aware to the Chief Compliance Officer. The personal trading policy for PACT supervised persons is set forth in PACT’s Code of Ethics and is acknowledged as received and understood by each supervised person. PACT’s personal trading policies are designed to ensure that no Fund is disadvantaged by the transactions executed by a supervised person and that supervised persons do not misappropriate any benefit properly belonging to a Fund. Because PACT’s business focuses primarily on private market investments, PACT expects that instances of supervised persons having access to material nonpublic information regarding publicly traded securities will be relatively infrequent. PACT’s supervised persons and their covered family members are prohibited from trading, either personally or on behalf of others, in securities while in

possession of material nonpublic information regarding publicly traded securities or communicating material nonpublic information about such securities to others. The Code of Ethics establishes guidelines for personal trading requirements, insider trading and reporting of personal securities transactions, including certain pre-clearance and reporting obligations. PACT maintains a restricted list of issuers about which it has or may have material nonpublic information. Supervised persons are permitted to make certain securities transactions in their personal accounts, subject to pre-clearance. In addition, supervised persons are required to file certain reports and link certain brokerage accounts to the Firm’s compliance software to enable monitoring of personal trading by the Chief Compliance Officer. The principals and employees of PACT will occasionally carry on investment activities for their own account and for family members, and in connection therewith, can potentially give advice and recommend securities which differs from advice given to, or securities recommended or bought for, the Funds, even if their investment objectives are the same or similar. In addition, consistent with the Governing Documents, principals and employees are permitted to buy securities in transactions offered to, but rejected by, the Funds or that are outside the investment mandate of the Funds. All such employee private investments are subject to pre-approval and/or review by the Chief Compliance Officer. PACT will provide a copy of its Code of Ethics to any existing or prospective limited partner upon request to PACT’s Chief Compliance Officer at info@pactcp.com. Participation or Interest in Client Transactions Certain PACT employees are limited partners in the Funds either through a General Partner and/or as a Fund limited partner. PACT does not believe this arrangement presents any material conflict of interest since the General Partners’ interests are aligned with the interests of limited partners in the Funds. PACT will only enter into a principal, cross or agency cross transaction with the appropriate disclosure and consent. In the context of PACT’s business, a principal transaction would most likely refer to the practice of warehousing an investment for the formation of a future fund. In the context of PACT’s business, a cross transaction would occur when selling a Portfolio Entity, investment or other asset from one Fund to another. Any of these transactions create conflicts of interest because, by not exposing such transactions to market forces, it is possible a Fund will not receive the best price otherwise possible, or PACT might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value.

In the event PACT were to recommend a principal transaction or cross transaction, it would only be after: (i) the Firm has determined the transaction to be in the best interest of participating clients; (ii) the transaction is permitted by the relevant Governing Documents; (iii) proper disclosure is given to the relevant General Partner, advisory committee or limited partners, as appropriate; (iv) consent is obtained from the appropriate parties; and (v) the Firm ensures that best execution is achieved for the transaction. Conflicts of Interest If any matter arises that PACT determines in its good faith constitutes an actual conflict of interest, PACT will take such actions as it deems are necessary or appropriate, and as permitted by any applicable Fund’s Governing Documents, to address the conflict. The Governing Documents of each Fund include a description of what PACT believes to be the most significant conflicts of interest associated with an investment in that Fund. Many of these conflicts of interest are disclosed above in Item 8. Because of the private nature of the Funds’ investments, PACT does not typically face a situation where a supervised person buys or sells a security for his or her own account at or about the same time that the Firm is also buying or selling the same securities for a Fund. A supervised person wishing to purchase or sell an interest in a PACT Portfolio Entity is required to seek pre-approval from the Chief Compliance Officer for such transaction.

Best execution is a qualitative assessment that takes into account the full range and quality of a brokerdealer or investment banker’s services and is satisfied by obtaining the most advantageous overall terms for the Fund(s) when weighing all factors relevant to the transaction. Best execution is therefore not necessarily determined by lowest possible commission rates. Whether for private or public securities transactions, PACT will select a broker-dealer or investment banker based on PACT’s judgment regarding a variety of factors, including but not limited to: PACT’s prior experience in working with the broker-dealer or investment banker; the broker-dealer or investment banker’s execution capability, financial responsibility, reputation and expertise within the industry; the broker-dealer or investment banker’s responsiveness to the Firm; the broker-dealer or investment banker’s expertise in dealing with investments that are restrictive or illiquid in nature; the type and size of the transaction involved; the value of any research services providers; and the

commission rates, among other factors. PACT does not anticipate engaging frequently in public securities transactions; however, to the extent that PACT does engage in any such transactions, orders for the purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. Although PACT generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent, especially in private securities transactions that rely heavily on the specialty services or experience of a broker-dealer or investment banker that operate outside of a competitive bidding environment. Transactions that involve such specialized services on the part of the broker-dealer or investment banker can thereby entail higher commissions, or their equivalents, than would be the case with other transactions requiring more routine services. PACT does not receive research or other soft dollar benefits in connection with securities transactions for the Funds, does not receive limited partner referrals in connection with selecting or recommending broker-dealers for the Funds and does not engage in directed brokerage. In the event PACT were to aggregate the purchase or sale of securities for client accounts, it would do so on a pro rata basis.

Investor Reporting PACT will provide to limited partners on behalf of its Funds the following written reports: (i) annual audited financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”), accompanied by the report of the independent certified public accountant within 180 days of fiscal year end; (ii) unaudited financial statements for the first three quarters of each fiscal year; and (iii) annual tax information necessary for the completion of tax returns (K-1). The Firm also has contact with limited partners (e.g., personal visits, video conference, telephone and email) throughout the year as requested and/or as conditions warrant.

This arrangement presents a conflict of interest in that the placement agent receives direct and/or indirect compensation as a result of their endorsement of PACT, which incentivizes the placement agent and its associated persons to recommend an investment with a PACT Fund.

PACT does not accept physical custody of Fund assets (other than certain privately offered securities to the extent permitted by the Advisers Act). Called capital is directly deposited or wired into the relevant Fund’s bank account maintained with a qualified custodian. PACT receives monthly statements from each of its qualified custodians on behalf of the Funds. For more information about the Funds’ qualified custodians, please see Form ADV Part 1, Schedule D, Section 7.B.(1).

Once an investor executes these documents, with limited exceptions discussed elsewhere in this Brochure, PACT is not required to contact such limited partner prior to transacting business in a Fund. Generally, PACT’s only restrictions with respect to managing a Fund, such as, but not limited to, the type of securities in which a Fund invests, will be contained in the relevant Fund’s Governing Documents. However, a limited partner can seek to impose limitations on PACT’s authority through

a side letter agreement, and the Firm and/or the relevant General Partner can choose to accept reasonable limitations or restrictions at its discretion. All limitations and restrictions placed upon PACT’s investment authority with respect to a limited partner’s investment must be presented to PACT and the relevant Fund’s General Partner in writing and agreed to by all applicable parties.

Pursuant to its policy, PACT will generally vote in accordance with management’s recommendations unless PACT determines that voting in such a manner is in conflict with the best interests of the Fund’s limited partners. In the event that there is a conflict of interest in voting proxies, PACT’s proxy voting policy provides that the Firm can address the conflict using several alternatives, including by seeking the approval or concurrence of an advisory committee on the proposed proxy vote, or through other alternatives as set forth in PACT’s proxy voting policy. Limited partners in the Funds cannot direct how PACT votes proxies or shareholder consents, nor is PACT required to seek limited partner approval or direction when voting proxies or when giving consent on any matter requiring the consent of shareholders. PACT will provide a copy of its proxy voting policy to limited partners upon request to Chief Compliance Officer at info@pactcp.com. Limited partners can also obtain information from the Firm, free of charge, about how PACT voted any previous proxies, if any.