Citigroup Global Markets Inc.: investment adviser

On June 30, 2025, Citigroup entities sold their interests in CGA to Institutional Capital Network, Inc. (“iCapital”), and the parties entered into certain related agreements. The name of the investment manager has been changed from “Citi Global Alternatives, LLC” to “iCapital Global Alternatives, LLC” (“iCapital Adviser”). The teams previously engaged in providing portfolio management services to the respective funds and managed accounts on behalf of CGA, as described herein, have been transferred to CGMI as a result of the iCapital transaction. CGMI provides advisory services (as a sub-adviser) to private investment funds, including funds of hedge funds (each, a “Fund of Hedge Funds”), funds of private equity and real estate funds (each, a “Fund of PERE Funds,” and collectively with the Funds of Hedge Funds referred to as “Funds of Funds”), and private funds that invest in a portfolio of co-investment opportunities sourced from third-party managers (“Co-Investment Funds” and together with the Funds of Funds, the “Sub-Advised Funds”). CGMI also provides investment advice to separately managed accounts (“Managed Accounts”) on either a fully discretionary or nondiscretionary basis. In addition, CGMI provides certain non-fee services as described below. This brochure is limited to CGMI’s alternative investments advisory services. Other advisory services and wrap programs are described in different brochures, which can be accessed at: https://www.privatebank.citibank.com/adv.htm and http://www.citi.com/investorinfo/advisoryprivacy. Clients should read and consider carefully the information contained in this brochure. While CGMI believes that its professional investment advice can work to benefit many clients, there is no assurance that the objectives of any Fund of Funds, Co-Investment Fund, Managed Account or other investment program described herein will be achieved. General The third-party portfolio managers (“Portfolio Managers”) and the underlying funds and coinvestment opportunities managed by such advisers (“Funds”) are selected by CGMI for inclusion in the Sub-Advised Funds and/or Managed Accounts. CGMI applies its experience in manager sourcing, due diligence and risk management to evaluate and select third-party Portfolio Managers (and their funds or products) for inclusion on the Citi platform (the “Citi platform”). CGMI will only select Portfolio Managers for inclusion in the portfolios of the SubAdvised Funds and Managed Accounts if they have been reviewed by Citi’s Alternatives and Investment Manager Solutions team (“AIMS”). In selecting Portfolio Managers for inclusion on the Citi platform, AIMS generally will consider various factors as appropriate for the relevant Platform, including, but not limited to: (i) investment strategy and targeted sectors;

(ii) the Portfolio Manager’s investment team and personnel; (iii) the overall sustainability risk profile of the Portfolio Manager; and (iv) the track record and transactions effected by the Portfolio Manager’s investment team. In respect of underlying funds that are hedge funds, AIMS also considers, among other factors: (i) the Portfolio Managers’ historical ability to generate attractive risk-adjusted returns over time; (ii) the Portfolio Managers’ historical ability to monitor and control risk appropriate to their strategy; and (iii) the adequacy of the Portfolio Managers’ business and operational infrastructure to support current and future projected assets under management. Within each of these two sets of broad areas, AIMS uses an extensive list of questions and metrics designed to assist it in deciding whether to allow a particular Portfolio Manager onto the Citi platform. Interviews with other investors and lenders and verification from independent professionals may also be undertaken. Citi relies on iCapital Advisors, LLC (“iCapital Advisors”), an affiliate of iCapital, to perform initial and ongoing due diligence on certain investment fund products, including business development companies, closed-end funds, private funds, and 1934 Act reporting companies, and the sponsors of such fund products. While iCapital Advisors will use criteria approved by AIMS in conducting due diligence, it should be expected that iCapital Advisors may apply those criteria differently than Citi. iCapital Advisors also conducts due diligence on the fund products that utilize Environmental, Social, and Governance (“ESG”) or sustainability factors in their respective investment strategies. Citi has adopted policies and procedures reasonably designed to oversee iCapital Advisors’ diligence. Prior to being admitted to the Citi platform, the Portfolio Manager and its relevant advised Fund must be approved by an internal investment committee and are also subject to various Citigroup approval processes. The members of this investment committee include officers of CGMI and officers of other Citigroup entities. For certain investments, CGMI or its delegate may serve as a member of the relevant limited partner advisory committee or serve in a similar function. The terms of any such advisory committee or similar function will be disclosed in the relevant governing documents. CGMI’s role with respect to Underlying Funds is generally limited to ongoing due diligence, performance monitoring, review of adherence to regulatory and investment guidelines, assessment of the use of leverage and examination of risk management procedures. Services Provided: Managed Accounts CGMI provides investment advice to Managed Accounts that will primarily acquire interests in Funds advised by Portfolio Managers and included on the Citi platform. CGMI provides such advice either directly to the client or, in certain regions outside the U.S., on a sub-advisory basis (with a local Citigroup affiliate generally serving as the direct advisor). The Managed Accounts are managed on a fully discretionary basis (“Discretionary Managed Accounts”) or a non-discretionary basis (“Non-Discretionary Managed Accounts”). Individual account agreements will provide for client notice or approval procedures, if any. With respect to a Discretionary Managed Account, CGMI and its affiliates will enter into an advisory agreement and related account opening documents with the client pursuant to which CGMI will construct and manage on a discretionary basis the Discretionary Managed Account. With respect to a Non-Discretionary Managed Account, CGMI and its affiliates will enter into an advisory agreement and related account opening documents with a client pursuant to which CGMI will provide investment advice relating to investment funds and will construct on a non-discretionary basis the Non-Discretionary Managed Account’s portfolio. Individual agreements may provide for other services to be provided by CGMI which may include: overall

allocation advice, due diligence services, consolidation of certain accounts, analytical and reporting services and certain administrative services. Citibank, N.A. or other Citigroup affiliates or third parties are often retained by the Managed Account clients or CGMI to provide administrative, custodial or other services to the Managed Accounts. In 2015, The Bank of New York Mellon (“BNY”) was appointed to perform certain sub-custodial and other functions in respect of the Managed Accounts established as of such date and has been appointed to perform such services for subsequent Managed Accounts in certain regions. The Managed Accounts program is generally referred to as the “Custom Hedge Fund Portfolios” program. In constructing a Managed Account portfolio, CGMI will first consider and assess the Managed Account client’s financial goals, investment objectives, investment time horizon, risk tolerance, investment preferences and other considerations deemed appropriate by CGMI. CGMI expects that it will utilize its proprietary asset allocation methodology and processes to determine strategic allocations for the portfolio. CGMI will also consider macroeconomic and market factors along with its qualitative views in both constructing the initial portfolio as well as providing ongoing monitoring and rebalancing advice. In certain instances, depending on an individual client’s needs and preferences, CGMI may construct portfolios that are either concentrated in terms of strategy or sectors or in terms of the number of funds. See Item 8 “Methods of Analysis.” Services Provided: Fund of Hedge Funds General CGMI has been engaged by iCapital and its affiliates as a sub-advisor (the “Sub-Advisor”) of each Fund of Funds. In this role, CGMI provides investment advice to Funds of Hedge Funds that are organized to invest primarily in other hedge funds (“Underlying Hedge Funds”). The iCapital Adviser will serve as the portfolio manager or investment adviser to each Fund of Hedge Funds and CGMI serves as the sub-investment manager or sub-portfolio manager of the Funds of Hedge Funds in accordance with the relevant sub-advisory agreement (the “SubAdvisory Agreement”). Subject to the terms of the relevant Sub-Advisory Agreement, the Underlying Hedge Funds will be selected by CGMI, which takes advantage of AIMS’ sourcing, due diligence and risk management capabilities in evaluating and selecting third-party hedge fund managers. CGMI will determine the initial allocation among the Underlying Hedge Funds, perform ongoing due diligence on the Underlying Hedge Funds, and regularly rebalance the allocation among the Underlying Hedge Funds based on, among other factors, the Funds of Hedge Funds’ strategies, investment limitations and investment restrictions as well as CGMI’s assessment of the individual Underlying Hedge Funds and the global market conditions. CGMI expects that it will utilize its proprietary asset allocation methodology and processes to determine strategic allocations for each Fund of Hedge Funds. It will also consider macroeconomic and market factors along with its qualitative views in both constructing the initial portfolio as well as providing ongoing monitoring and rebalancing advice. See Item 8 “Methods of Analysis.” Structure There are two Fund of Hedge Funds vehicles, one onshore and one offshore, that have been structured as “umbrella” structures which either issue shares in separate sub-funds or issue interests in series, depending on the vehicles’ jurisdiction of organization. Each series or subfund (each a “HF Portfolio”) will seek to achieve its own investment objective and policy, have separate rights and privileges as established in the vehicles’ respective constitutive

documents and bear separate liabilities. Each HF Portfolio will invest substantially all of its assets in Underlying Hedge Funds. Currently, the onshore vehicle has two active HF Portfolios and the offshore vehicle has three active HF Portfolios that are operated as fund of hedge funds vehicles, and will accept investors at a minimum subscription amount of $100,000 for the onshore vehicle and $125,000 for the offshore vehicle. The minimum subscription amounts may be waived by the HF Portfolios, subject to applicable law. Additional HF Portfolios are expected to be established in the future. Each Fund of Hedge Funds vehicle has established, or is also expected to establish, HF Portfolios that will be customized for, and available for investment by, certain eligible clients of Citigroup affiliates (“Dedicated Portfolios”). Similar to the Discretionary Managed Accounts, in constructing a Dedicated Portfolio, CGMI will first consider and assess, among other factors, the Dedicated Portfolio client’s financial goals, investment objectives, investment time horizon, risk tolerance, investment preferences and other factors deemed appropriate by CGMI. CGMI expects that it will utilize its proprietary asset allocation methodology and processes to determine strategic allocations for the Dedicated Portfolios. It will also consider macroeconomic and market factors along with its qualitative views in both constructing the initial portfolio as well as providing ongoing monitoring and rebalancing advice. See Item 8 “Methods of Analysis.” Dedicated Portfolios may be referred to as part of the “Custom Hedge Fund Portfolios” platform. Services Provided: Fund of Private Equity/Real Estate Funds General CGMI has been engaged by iCapital and its affiliates as Sub-Advisor of each Fund of Funds. In this role, CGMI provides investment advice to Funds of PERE Funds that are organized to invest primarily in a portfolio of other private equity or real estate funds and co-investment opportunities. Such investments include within a Fund of PERE Funds: private equity or real estate Funds on the Citi platform and related co-investment vehicles (collectively, “Underlying PERE Funds”). The iCapital Adviser will serve as the portfolio manager or investment adviser to each Fund of PERE Fund and CGMI serves as the sub-investment manager or sub-portfolio manager of the Fund of PERE Funds. Subject to the terms of the relevant Sub-Advisory Agreement, CGMI will determine the initial allocation among the Underlying PERE Funds based on the criteria set forth in the relevant fund governing documents. Structure Currently, there are nine Funds of PERE Funds and each invests substantially all of its assets in Underlying PERE Funds. These Funds of PERE Funds will generally accept investors at a minimum subscription amount of $250,000. The minimum subscription amounts may be waived by the Fund of PERE Funds, subject to applicable law. In addition, there is currently one Fund of PERE Funds vehicle that is structured as an “umbrella” vehicle, which issues shares in separate sub-funds. Each sub-fund (each a “PERE Portfolio”) will seek to achieve its own investment objective and policy, have separate rights and privileges as established in the vehicles’ respective constitutive documents and bear

separate liabilities. Each PERE Portfolio will invest substantially all of its assets in Underlying PERE Funds either directly or through another Fund of PERE Funds vehicle. This umbrella structure currently has three PERE Portfolios which consist of Custom PERE Portfolios (as defined below) and three Funds of PERE Funds. There are currently three sub-funds within this vehicle structured as feeders (i.e., each of these sub-funds is allocated to a specified Underlying Fund) and it is expected that additional future sub-funds within this vehicle will be structured as feeders (i.e., allocated to a specified Underlying Fund) or Funds of PERE Funds. CGMI does not serve and will not serve as sub-adviser to any such sub-funds structured as feeders. The PERE Portfolio Oversight Committee (the “PERE Portfolio Oversight Committee”) is responsible for overseeing the investment decisions relating to portfolio construction (including Portfolio Manager selection and asset allocation) as well as ongoing management and oversight of the Funds of PERE Funds. The PERE Portfolio Oversight Committee is currently comprised of officers of CGMI and representatives from various areas of Citi. Certain PERE Portfolios may be created for individual clients of Citigroup affiliates or related groups of investors and would be managed on a more customized basis in accordance with those clients’ and/or investors’ particular objectives (“Custom PERE Portfolios”). Additional Funds of PERE Funds and PERE Portfolios are expected to be established in the future. Services Provided: Co-Investment Funds General CGMI has been engaged by iCapital and its affiliates as Sub-Advisor of each Fund of Funds. In this role, CGMI provides investment advice to Co-Investment Funds that are each organized to invest in a diversified portfolio of private equity and real estate co-investments (“CoInvestments”). Each Co-Investment Fund’s portfolio is anticipated to include investments in single asset co-investment vehicles and is expected to be diversified as provided in the CoInvestment Funds’ governing documents, including by underlying investment group, geography, strategy and sector. Co-Investments in which the Co-Investment Funds are expected to invest will focus on strategies that include, but are not limited to, buyouts, growth, venture, structured credit, mezzanine, infrastructure, distressed/turnarounds, core real estate, value-add real estate and opportunistic real estate. It is expected that the Co-Investments will be sourced from Portfolio Managers on the Citi platform, thus leveraging AIMS’s experience in manager sourcing, due diligence and risk management capabilities in evaluating and selecting third-party Portfolio Managers and the related Co-Investments. Co-Investments will be selected based on CGMI’s detailed qualitative and quantitative analysis of the investment merits of a selected opportunity in addition to the analysis that is performed on respective Portfolio Managers when they were onboarded to the Platform, the characteristics and diversification of existing investments, the desired pace of deployment of capital and the expected pipeline of investment opportunities and any investment limitations and investment restrictions of the Co-Investment Fund. The iCapital Adviser serves as the portfolio manager or investment adviser to the CoInvestment Funds and CGMI serves as the sub-investment manager or sub-portfolio manager

of the Co-Investment Funds and will determine the allocation among the Co-Investment Funds based on the criteria set forth in the relevant fund governing documents. Structure Currently, there are two Co-Investment Funds that were launched for offering in the third quarter of 2024, and each is expected to invest substantially all of its assets in CoInvestments. These Co-Investment Funds will generally accept investors at a minimum subscription amount of $250,000. The minimum subscription amounts may be waived by the Co-Investment Funds, subject to applicable law. Additional Co-Investment Funds are expected to be established in the future. Services Provided: Portfolio Diagnostic Reviews CGMI provides investment portfolio analysis (a “Portfolio Diagnostic Review”) on a non-fee basis to certain select clients of Citigroup affiliates. A Portfolio Diagnostic Review is performed by CGMI for an individual client to provide them with a better understanding of their alternative fund holdings and portfolio construction issues. CGMI will evaluate a client’s portfolio for, among other things, diversification, liquidity and allocation of investment strategies. CGMI’s evaluation of the client’s portfolio is based on the data provided by the client on existing alternative fund holdings. CGMI only provides information with respect to the client’s portfolios, and clients are solely responsible for all investment decisions relating to the client’s portfolios. After receiving a Portfolio Diagnostic Review, clients may decide to invest in Funds of Funds or Co-Investment Funds; invest in a Dedicated Portfolio; or retain CGMI to advise a Managed Account for the client. See Item 8 “Methods of Analysis.” Key Definitions The term “Underlying Fund” includes, where applicable, a Co-investment SPV vehicle, a CoInvestment, an Underlying Hedge Fund and an Underlying PERE Fund. The term “Portfolio Managers refers to the third-party portfolio managers an Underlying Fund. The term “Coinvestment SPV Vehicle” includes any private equity or real estate Co-investment SPV vehicle, as applicable. The term “Fund(s) of Funds” includes the Fund(s) of Hedge Funds and the Fund(s) of PERE Funds (as well as the Custom PERE Portfolios part of the Fund of PERE Funds structure). Particular Investment Restrictions Individual investors in the Funds of Funds and Co-Investment Funds are not consulted in the design or implementation of investment programs. Each Fund of Funds’, Co-Investment Fund’s and Dedicated Portfolio’s account documentation will describe its investment program and any related investment restrictions. With respect to Managed Accounts, each advisory agreement and related account documentation will specify the particular investment program and any related investment restrictions. Each Managed Account and each Dedicated Portfolio will be customized to reflect a particular investor profile. An investor profile generally addresses existing investments, income preferences, liquidity preferences, investment time horizon, investment objectives, risk tolerance and investment experience.

Assets Under Management As of December 31, 2025, client assets managed on a discretionary basis totaled $34,964,584,439 and client assets managed on a non-discretionary basis totaled $21,042,071,482.

For the Managed Accounts, fees may differ based upon a number of factors, including without limitation, account complexity and size, assets under management, overall relationship with CGMI and its affiliates and relevant negotiated commercial terms, including any relevant investment objectives and restrictions. As compensation for its investment management and advisory services, CGMI’s advisory or management fees are typically calculated based on committed capital, net asset value, current fair value and/or remaining invested capital, with respect to such CGMI’s clients. The amounts of such fees and allocations, including how and when fees are calculated, charged and paid, and how allocations are calculated and made, are described in detail in the offering documents for each Fund of Funds and Co-Investment Fund and the account documentation for each Managed Account, and investors and potential investors should review these materials carefully when making their investment decisions so that they have a complete understanding of the fees and expenses that can be charged to investors. In its role as Sub-Advisor to the Sub-Advised Funds, CGMI is receives certain sub-advisory fees (the “Sub-Advisory Fees”). CGMI generally shares Sub-Advisory Fees with the Distributors for the relevant Sub-Advised Fund up to 50% of the Sub-Advisory Fees and, where applicable, up to 100% of any performance compensation. “Distributors” of the SubAdvised Funds are CGMI and its various affiliates, including Citibank, N.A. and its branches and Citi Private Alternatives, LLC (“CPA”), that serve as placement agents or distributors of a Fund. The following descriptions of fees are current as of the date of this brochure. CGMI may in the future charge other types of fees and use different fee structures, including variations of performance or incentive fees and allocations (referred to herein as “incentive” fees or allocations), payment and termination terms. The management fees, other fees and distributions described herein are generally subject to modification, waiver or reduction by CGMI in its sole discretion, both voluntarily and on a negotiated basis with selected investors and clients via side letter and other arrangements, which may not be disclosed to other investors in the same CGMI’s client or other clients. The fee structures described herein may be modified from time to time. Fees may differ from one CGMI client to another, as well as among investors in the same Fund. Employees of CGMI and its affiliates invest in Funds of Funds, Co-Investment Funds and Managed Accounts on the same terms as other clients; however, employees who are Managing Directors receive a 50% discount on placement fees payable to the Distributors. Additionally, in respect of certain products, commitment level requirements that otherwise

would apply for an investor to be eligible for a series or share class are waived by CGMI and/or on behalf of its products for certain investors, such as for Citigroup employees and members of their families. This may result in such investors paying lower fees than would be charged for the series or share class for which they would otherwise be eligible. Fees Charged: Managed Accounts The investment advisory agreement and account documentation relating to each Managed Account will specify the fees payable to CGMI or its affiliates. Such fees will typically include management fees that are asset-based and range from 0.00% to 1.60% per annum for the presently advised Managed Account clients, and will vary for each particular client based on a number of factors and considerations, which may include size of the account, account investment mandate and related complexity, assets under management and requested commercial terms which are subject to negotiation, such as whether the account is discretionary or non-discretionary. Clients with similar investment objectives or other similarities (such as account size) may be charged different management fees. There are no current arrangements for performance fees, which are typically determined as a percentage of profits, or for non-asset-based fixed management fees. Fees are payable in arrears, typically monthly or quarterly as provided in the relevant account documentation. CGMI will typically share a portion of such fees with certain placement, sales or referral agents. Any servicing fees or incentive payments received by CGMI or its affiliates in respect of a Managed Account’s investment in an Underlying Fund or other investment vehicle will be credited or refunded to the Managed Account holder. To the extent that a Managed Account invests in a feeder advised by the iCapital Adviser, it will generally invest in a “no fee” share class, which is a class that charges reduced management fees or incentive fees. In the event of a termination of a Managed Account, such investor will no longer be eligible to participate in such “no-fee” share class and such shares/interests will be exchanged for or converted into shares/interest of the corresponding class for which such investor qualifies for and such feeder will charge the fees as provided in the relevant offering documents. Citigroup affiliates will in most instances provide certain administrative and custodial services related to the support of the Managed Accounts at no additional cost. It is expected that CGMI will share a portion of its fees with such affiliated service providers. As noted above, BNY has been appointed to provide certain sub-custodial and related services for the Managed Accounts. For Managed Accounts established after February 2015, such Managed Accounts will be subject to any fees charged by BNY. For Managed Accounts established prior to such date, CGMI or one of its affiliates shall pay any fees charged by BNY. Managed Account clients will generally be able to terminate their contractual relationship upon written notice given within certain specified times as provided in the relevant account documentation. If a Managed Account is terminated, CGMI will be entitled to fees so long as any assets remain in the Managed Account as compensation for administrative services provided by CGMI in connection with the termination of the Managed Account. Nevertheless, CGMI will aim to wind down the Managed Account as soon as reasonably practicable. Fees Charged: Funds of Hedge Funds Each Fund of Hedge Funds will pay the iCapital Adviser a management fee either monthly or quarterly in arrears, at an annual rate up to 1.25% per annum, which varies by share class, based on the amount invested. The iCapital Adviser will retain up to 0.25% per annum of the management fee, and CGMI will receive the remaining portion of the management fee, for its services as Sub-Advisor. There are no current arrangements for incentive fees or allocations,

which are typically determined as a percentage of profits, or for non-asset-based fixed management fees. However, in addition to the management fee, certain Dedicated Portfolios may in the future pay or allocate to the iCapital Adviser and/or CGMI an incentive allocation and/or incentive fee based on the return of the Dedicated Portfolio and its investments. The amount of the management fee, incentive allocation and/or incentive fee for a particular HF Portfolio within a Fund of Hedge Funds vehicle will be set forth in the account documentation for that HF Portfolio. In certain cases, CGMI will agree to waive part or all of the asset-based fee and/or otherwise reimburse or pay a Fund of Hedge Funds, to the extent necessary to prevent such Fund of Hedge Funds’ expenses from exceeding a certain amount, as may be contemplated in such Fund of Hedge Funds’ offering documentation. The management fee paid to iCapital (and thus the portion shared with CGMI) is calculated based on the value of the assets of the Underlying Funds as provided by the manager of each Fund as of a particular date. Such Fund valuations are based on the value of underlying alternative investments, which may trade rarely if at all, and are thus difficult to value. iCapital and CGMI rely on these valuations to calculate management fees, and there is a risk that these valuations will be higher than the actual value of such Funds. Fees Charged: Funds of Private Equity/Real Estate Funds CGMI will receive a portion of the management fee paid by each Fund of PERE Funds to the iCapital Adviser, for its services as Sub-Advisor, as set forth in the offering documents of the Funds of PERE Funds. Each Fund of PERE Funds will pay the iCapital Adviser a management fee quarterly in arrears, at an annual rate ranging at present from 0.00% to 0.75% per annum based on the aggregate unreturned invested capital called from the Fund of PERE Funds’ investors. There are no current arrangements for incentive fees or allocations, which are typically determined as a percentage of profits, or for non-asset-based fixed management fees. The amount of the management fee, incentive allocation and/or incentive fee for a particular PERE Portfolio within the Fund of PERE Funds vehicle will be set forth in the account documentation for that PERE Portfolio. CGMI, CPA and certain other affiliated placement agents typically also receive servicing fees, incentive payments and upfront fees from a Portfolio Manager of an Underlying PERE Fund. Investors will typically also be subject to a placement fee payable to the placement agents affiliated with CGMI which is in addition to the upfront fees. Fees Charged: Co-Investment Funds CGMI will receive a portion of the management fee paid by each Co-Investment Fund to the iCapital Adviser, for its services as sub-adviser, as set forth in the offering documents of the Co-Investment Fund. Each Co-Investment Fund will pay the iCapital Adviser a management fee quarterly in arrears, at an annual rate ranging at present from 0.50% to 1.00% per annum based on the aggregate capital commitments made to each Co-Investment Fund during the investment period, and based on aggregate invested capital thereafter. CGMI or an entity that it designates will generally receive an incentive allocation of 10% of profits after an 8% annual preferred return to investors. For certain series of interests available to early investors in a Co-Investment Fund, CGMI or an entity that is designates will receive an incentive allocation of 5% of profits after an 8% annual preferred return to investors, with all such amounts then paid to the Distributors. Investors will typically also be subject to a placement fee payable to the placement agents affiliated with CGMI.

Citi is generally not expected to receive fees from Investment Managers (as defined below) for the Co-Investments sourced for the Co-Investment Funds. However, to the extent that the Co-Investment Funds participate in an underlying investment that is being globally offered on the Citi platform, CGMI, CPA and certain other affiliated placement agents would likely receive upfront fees and servicing sees with respect to the commitments attributable to the Co-Investment Funds. Terminations of Advisers The procedures and conditions under which (i) a Fund of Funds or Co-Investment Fund can terminate an investment management agreement, investment advisory agreement or portfolio management agreement, as applicable, with the iCapital Adviser and (ii) the iCapital Adviser can terminate a Sub-Advisory Agreement as described in such agreements; generally such agreements can be terminated upon written notice given within certain time periods. Multiple Layers of Fees and Expenses Investors in the Funds of Funds, Co-Investment Funds and Managed Accounts will in effect pay multiple sets of fees and expenses: one at the Fund of Funds, Co-Investment Fund or Managed Account level and one at the Underlying Fund level. As a result of the payment of multiple levels of fees and expenses, investors will pay more in fees by investing in a Fund of Funds, Co-Investment Fund or Managed Account than they would by investing directly in the Underlying Funds or Co-Investments. Because of high minimum investment levels and other reasons, many investors in a Fund of Funds or Co-Investment Fund would generally not have the opportunity to invest directly in an Underlying Fund or Co-Investment. In addition, by investing in a Fund of Funds, Co-Investment Fund or Managed Account, investors receive professional management of a portfolio of alternative investments consisting of multiple Underlying Funds or Co-Investments, as applicable. Method of Payment of Fees Portfolios within the Fund of Hedge Funds will accrue or allocate any management and incentive fees at such times and in such manner specified in their respective account documentation. Generally, such funds will accrue any management fees monthly and payment will be made quarterly in arrears. Such fees will be deducted from the respective HF Portfolio and reflected in an investor’s net asset value per share or capital account, as applicable. It is expected that a Managed Account’s management fees will be calculated and payable monthly in arrears and will be deducted from the client’s account as provided in the applicable account documentation. To the extent performance fees are charged for future Managed Accounts, any such fees or incentive allocations would be expected to be calculated and payable at the end of each fiscal year and also deducted from the relevant Managed Account. Investors in Fund of PERE Funds, PERE Portfolios and Co-Investment Funds will directly pay the iCapital Adviser or CGMI any management fees as specified in the respective fund and account documentation. Additional Fees and Expenses As described in more detail in their respective constituent agreements, each Fund of Funds and Co-Investment Fund bears all of its operating and administrative expenses including: (a) legal (including, without limitation, a proportionate amount of the salaries, bonuses, benefits and other applicable compensation paid to full time or temporary in-house legal counsel

employed or retained by CGMI or the iCapital Adviser with respect to such counsel’s support and time devoted to the administration and operation of the Fund of Funds or Co-Investment Fund), auditing, tax preparation, consulting, financing, valuation, investor servicing and accounting fees and expenses, printing costs, fees and expenses incurred by any advisory board, the annual fee paid to a general partner and the establishment costs of a general partner, administration fees, investment advisory fees, custodian fees and expense reimbursements to an administrator, CGMI or the iCapital Adviser and a custodian (including expenses relating to ongoing regulatory compliance matters and regulatory reporting obligations specifically relating to the Fund of Funds’ or Co-Investment Fund’s activities (including, for greater certainty, regulatory compliance matters and regulatory filings of CGMI and the iCapital Adviser and their respective affiliates relating to the Fund of Funds or CoInvestment Fund and its activities), and bank charges, interest and other borrowing costs; (b) all expenses associated with the preparation of financial statements, tax returns and associated documentation and maintaining books and records; (c) out-of-pocket expenses of transactions (whether or not consummated) and other expenses associated with the pursuit, acquisition, holding and disposition of investments, including formation costs of alternative investment vehicles and legal expenses related thereto; (d) any taxes, fees or other governmental charges levied against the Fund of Funds or Co-Investment Fund (unless allocable to a specific investor); (e) all amounts and expenses with respect to insurance (including liability insurance) and indemnification obligations; (f) extraordinary expenses, including litigation expenses; and (g) all fees and expenses incurred in connection with the liquidation and winding-up and cancellation of the Fund of Funds or Co-Investment Fund and its governing body. Each Fund of Funds or Co-Investment Fund will generally bear, pro rata based on the aggregate capital commitments of each vehicle, all organizational and offering expenses (including legal (including, without limitation, a proportionate amount of the salaries, bonuses, benefits and other applicable compensation paid to full time or temporary in-house legal counsel employed or retained by CGMI with respect to such counsel’s support and time devoted to the organization and offering of the Fund of Funds or Co-Investment Fund interests), travel and entertainment, accounting, tax, consulting, filing, due diligence, printing and other expenses) incurred by them or on their behalf in connection with the formation and offering of the Fund of Funds or Co-Investment Fund and the negotiation of related documents, including any agreement with the Portfolio Managers related to the offering of Fund of Funds or Co-Investment Fund interests. As described in more detail in each client’s advisory agreement and related account documentation, each Managed Account client may incur custody fees as described under “Fees Charged: Managed Accounts” above and other costs and charges in certain circumstances (for example where individual securities are held in the Managed Account). In addition, investors will bear comparable organizational, offering, operating and other expenses as described above in respect of each Underlying Fund or Co-Investment as described in its constituent documents. The applicable governing document for the Co-Investment Funds and Funds of Funds contain provisions allowing such Funds to borrow money for investment and other purposes. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, the Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without fund-level borrowing as these calculations generally depend on the amount and

timing of capital contributions. It is expected that the interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Fund. Thus, while the Fund will bear the expense of borrowed funds, such borrowings can also increase the incentive allocation or carried interest, as applicable, received by the iCapital Adviser, CGMI or their respective affiliates or will result in the receipt of an incentive allocation or carried interest, as applicable, earlier than it would otherwise have by decreasing the amount of distributions from the Fund that are required to be made to Fund investors in satisfaction of any preferred return. CGMI therefore has a conflict of interest in deciding whether to borrow funds because CGMI and its affiliates may receive disproportionate benefits from such borrowings. Furthermore, the use of fund-level borrowing for investment purposes are treated as investment capital for purposes of calculating the relevant Fund’s management or advisory fee. Therefore, investors pay management or advisory fees on borrowed amounts used to fund an investment even though such amounts would not accrue a preferred return as described above. When certain expenses are incurred in common, subject to the terms of the Sub-Advisory Agreement, CGMI will determine in its sole discretion the appropriate allocation of investment and other expenses borne by each Fund of Funds, Co-Investment Fund and Managed Account pursuant to their respective account documentation. CGMI attempts to allocate such expenses in a fair and equitable manner. Typically, such an expense item is allocated among funds and accounts benefiting from such expense item and at times the allocation decision will reflect judgement on the part of CGMI. While an allocation can have the effect of reducing expenses that a fund or account might otherwise be required to pay in full, it may also result in differences in the relative cost and benefits across funds and accounts. CGMI, its affiliates and their respective employees can be expected to receive certain intangibles and/or other benefits and perquisites arising and resulting from their activities on behalf of Funds of Funds, Co-Investment Funds and Managed Accounts and relevant Underlying Funds and Co-Investments, including benefits and other discounts provided from service providers. Third-party Portfolio Managers and their service providers may provide such employees with occasional meals, leisure or entertainment outings, small gifts and promotional items. In addition, these third parties may pay for certain expenses—including travel, lodging, meals, presentation materials and room rentals—that are related to training meetings or meetings with clients or prospective clients where their investment products or service offerings are discussed or promoted. The benefits that such third parties provide to such employees may incline them to favor certain Portfolio Managers and their funds or products over others that do not provide the same benefits. CGMI mitigates such conflicts of interest by applying standard criteria when evaluating Portfolio Managers. Payment of Fees in Advance In general, clients do not pay advisory fees to CGMI in advance. However, all fees are paid in respect of a particular Fund of Funds or Co-Investment Fund as provided in its constituent documents. Citi Distributor Compensation CGMI, CPA and other affiliates of CGMI that serve as placement agents or distributors for CGMI-advised and sub-advised products receive compensation for the sale of securities issued by CGMI’s sub-advised Fund clients.

Compensation of CGMI Personnel Neither CGMI nor any of CGMI’s personnel or supervised persons providing investment management services in respect of the funds and accounts described hereunder directly receives any compensation for the sale of securities issued by CGMI’s fund clients. Citi financial advisers, including the bankers, investment counselors and product specialists who provide services in connection with clients’ advisory account(s), receive a fixed base salary plus a discretionary annual bonus which is based on the employee’s performance over the entire year. To determine the bonus, Citi has established a balanced assessment model through a scorecard that incorporates a qualitative assessment based on talent management, partnership, leadership, participation in corporate initiatives, and adherence to Citi’s risk management and compliance requirements and a quantitative assessment based on various financial metrics described below. Quantitative financial performance assessment is focused primarily on revenue growth, new client acquisition, asset growth, investment advisory account (managed investments) assets under management growth and net product sales (which subtracts client redemptions from gross sales). The scorecard also considers referrals for products and services offered by other parts of Citi and/or those offered by third parties. Because Citi financial advisers receive compensation that is tied to the advisory revenue they generate and the amount of new investment assets they attract, including the level of account assets under management, Citi financial advisers have incentives to make recommendations and encourage clients to take actions that generate additional revenues and that conflict with a client’s interest to minimize the fees and expenses the client incurs. While these financial performance measures are taken into account, financial advisers do not receive any direct percentage of the brokerage or advisory revenue they generate. Other core factors on the scorecard include a measure of overall performance against the financial adviser’s goals and relative performance against peers in similar roles to determine a final performance rating. The ultimate decision to grant the bonus, and the value and form it takes, are in the sole discretion of management, and depends on factors as Citi’s overall performance, such relevant Citi’s performance, the financial adviser’s business or functional group’s performance, as well as the individual’s final performance rating. Statement of Allocation Policy and Procedure Except as otherwise discussed below, it is CGMI’s policy that no Fund of Funds, Co-Investment Fund, Managed Account, Custom PERE Portfolio or other account for which CGMI has investment decision responsibility shall receive preferential treatment over any other Fund of Funds, Co-Investment Fund, Managed Account, Custom PERE Portfolio or account. Investment opportunities that are suitable for more than one Co-Investment Fund, Fund of Funds, Managed Account, Custom PERE Portfolio or other account will be allocated among CGMI’s clients in a manner that CGMI determines to be fair, equitable and consistent with applicable regulatory and contractual investment restrictions, investment criteria and/or business and tax considerations. CGMI portfolio managers have a duty to act in the best interests of their accounts. Where a Portfolio Manager or other investment opportunity has limited capacity and the investment is suitable for more than one Fund of Funds, Managed Account, Custom PERE Portfolio or account, CGMI is not obligated to cause a Fund of Funds, Managed Account, Custom PERE Portfolio or other account that invested first to withdraw to free up capacity for another Fund of Funds, Managed Account, Custom PERE Portfolio or account.

Investment opportunities generally will be allocated among those Funds of Funds, Managed Accounts, Custom PERE Portfolios and accounts for which participation in the respective opportunity is considered appropriate by CGMI. In making such determinations for its clients, where investment opportunities are suitable for one or more of CGMI’s clients, CGMI may consider the primary investment mandate of the relevant clients, the size of the clients, the size of the proposed investment, the liquidity, holding period and anticipated maturity of the applicable investment and the remaining investment period and term of the investments as well as the investment period and term of relevant CGMI’s clients, the availability of other comparable investment, any tax, regulatory or legal restrictions applicable to the relevant investment, the contractual obligations and investment restrictions applicable to the relevant clients, the co-investment arrangements with respect to the relevant clients, diversification concerns with respect to the relevant clients, anticipated returns and risk profile of the applicable investment, other anticipated needs or uses of capital by each of the relevant clients, relative available capital of the relevant clients, along with such other relevant investment criteria and other considerations as CGMI deems appropriate and is consistent with its internal allocation policy, which is expected to vary from time to time. Allocation considerations referenced with respect to investments above also include such considerations with respect to Underlying Funds, to the extent applicable. CGMI makes allocation determinations based solely on its expectations at the time such investments are made, however investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for one CGMI client, rather than another CGMI client, in hindsight. Each Fund of PERE Funds (other than the Custom PERE Portfolios), during its investment period, will have a pre-established allocation to participate in each available private equity or real estate investment or co-investment on the Citi platform provided such investments meet the criteria for inclusion in its portfolio and subject to the oversight and approval of an internal investment committee comprised of individual representatives of CGMI and other Citi Private Bank professionals. With respect to Co-Investment opportunities that are not considered globally available opportunities as determined by CGMI in its sole discretion, priority allocation will generally be made pro rata among the Co-Investment Funds and any eligible Custom PERE Portfolios, and will generally not be allocated to any other funds or Managed Accounts advised by CGMI, unless any such other funds or Managed Accounts have pre-existing primary co-investment rights. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among the Funds of Funds, Managed Accounts, Custom PERE Portfolios and other of CGMI’s clients with differing fee, expense and compensation structures, CGMI has an incentive to allocate investment opportunities to the clients from which CGMI and/or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, CGMI will not allocate investment opportunities among its clients based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any client or (ii) the profitability of any client. CGMI and Citigroup personnel invest indirectly in and may be permitted to invest directly in CGMI’s Fund clients alongside client investments. Such personal investments will vary client by client and may create an incentive to allocate particularly attractive investment opportunities to such Fund clients in which such personnel hold a greater interest. These personal investments present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a CGMI client. Such conflicts are mitigated by the

implementation of policies and procedures designed to ensure that investment allocations are made in a fair and equitable manner. Subject to the terms of the Sub-Advisory Agreement, CGMI will make the ultimate determinations with respect to the number, mix and allocation of investments that are appropriate for the Funds of Funds, Managed Accounts, Custom PERE Portfolios and other of CGMI’s clients. Accordingly, a CGMI client may be allocated investments suitable for another CGMI client that are not allocated to such client, or investments may be made by CGMI’s clients at different times or on different terms. The deployment of capital and investment performance of a CGMI client may be negatively affected by such allocations. A CGMI client may invest in opportunities that another client has declined, and likewise, a CGMI client may decline to invest in opportunities in which another CGMI client has invested or such investments may be made at different times or on different terms. There can be no assurance that the return on the investments by a CGMI client will not be less than the returns obtained by any other client participating in the same transaction (at different times) or that a client will participate in each investment opportunity that is appropriate for it or on the same or similar terms and conditions as any other client participates.

In certain instances, the incentive-based compensation will create an incentive for CGMI to cause certain of the Funds of Funds, CoInvestment Funds or Managed Accounts to make investments which would be riskier or more speculative than those made under a different compensation arrangement. This conflict is mitigated through our adoption and implementation of allocation policies and procedures that are designed to treat clients fairly and equitably. See “Statement of Allocation Policy and Procedure” above.

CGMI generally requires a minimum investment of $10,000,000 for Dedicated Portfolios and Custom PERE Portfolios, which may be waived, subject to applicable law, and which can be made in cash or in the form of one or more in kind contributions (each, an “In Kind Contribution”). The acceptance of an In-Kind Contribution will be made on an ad hoc basis and will be subject to the approval of the governing body of the applicable Dedicated Portfolio or Custom PERE Portfolio.

With respect to the Managed Accounts, the clients are the holders of the Managed Accounts. CGMI expects that such clients may include individuals, trusts, institutions and pension plans. CGMI generally requires a minimum investment of $10,000,000 for both Discretionary Managed Accounts and Non-Discretionary Managed Accounts, which may be waived, subject to applicable law.

The strategic asset allocation process of portfolio construction formulates a top down and bottom up review incorporating both quantitative and qualitative components. The top down and bottom up reviews are overlaid with thematic investment ideas and forward looking views on market opportunities. The monitoring and rebalancing process is designed to dynamically assess the portfolio based on, among other things, market themes, opportunities and views and benchmark and performance analysis. With respect to Managed Accounts, Custom PERE Portfolios, and Dedicated Portfolios, CGMI may also consider, among other factors, the client’s lifestyle, needs and objectives and its risk and return expectations. In certain instances, depending on an individual client’s needs and preferences, CGMI may construct more concentrated portfolios that are more concentrated in terms of strategies, sectors or number of funds. See Item 4 “Particular Investment Restrictions.” The processes described above will also be utilized in varying degrees with respect to the Portfolio Diagnostic Reviews. Risks Alternative Investments entail a high degree of risk. Investors should give careful consideration to the following risk factors and conflicts of interest detailed in this Item 8 and also review the more detailed risk factors and conflicts of interests set forth in the relevant offering memorandum and other product-specific information provided by the product or CGMI, which are incorporated herein by reference, in evaluating the merits and suitability of any Alternative Investment products. The following does not purport to be a comprehensive summary of all the risks and conflicts of interest associated with Alternative Investments. “Alternative Investments” means the Funds of Funds, the Co-Investment Funds, the Managed Accounts and the Dedicated Portfolios, and unless the context indicates otherwise, all references to “Alternative Investments” in this Item 8 should be read to include “Underlying Funds.” “Investment Managers” includes CGMI and the Underlying Fund Managers unless the context indicates otherwise. “Underlying Fund” includes, where applicable, a Co-Investment, an Underlying Hedge Fund and an Underlying PERE Fund. “Underlying Fund Manager” means

the investment manager or investment adviser to the Underlying Fund, including a Portfolio Manager. General Investment Risks General. Any prospective client or investor must be able to bear the risks involved and must meet the suitability requirements of the Alternative Investments. Alternative investment strategies employed by the Alternative Investments are not suitable for all investors. No assurance can be given that the Alternative Investments’ investment objectives will be achieved. Investments in hedge funds, private equity funds, real estate funds and other types of private investment funds are typically speculative and involve a substantial degree of risk. Past results of the Alternative Investments or any other private investment funds or accounts managed by Investment Managers are not necessarily indicative of future performance of any Alternative Investment and the performance of such Alternative Investment may be volatile. Moreover, CGMI will place an Alternative Investment’s assets with an Underlying Fund Manager based upon CGMI’s evaluation of, among other factors, the past performance of such Underlying Fund Manager. Such past performance may not be an accurate indicator of future returns delivered by such Underlying Fund Manager. Investment results may vary substantially on a monthly, quarterly or annual basis. The establishment and use of an Alternative Investment does not constitute a complete investment program. A prospective client or investor must realize that it could lose all or a substantial amount of its investment in an Alternative Investment. Certain Alternative Investments may underperform or experience financial difficulties, which difficulties may never be overcome. Certain Alternative Investments may be highly illiquid and/or permit redemptions infrequently and under very restrictive terms. Investment Managers may utilize highly speculative investment techniques, including extremely high leverage, highly concentrated portfolios, workouts and startups, control positions and illiquid investments. Neither CGMI nor any investor will have the ability to direct or influence the management of an Underlying Fund Manager’s investments. As a result, the returns of any Alternative Investment that allocates to an Underlying Fund will depend primarily on the performance of such Underlying Fund Manager and could suffer substantial adverse effects by the unfavorable performance of such Underlying Fund Manager. There are no assurances that any Investment Manager will be able to identify suitable investment opportunities. No assurance can be given that an Alternative Investment will achieve its goals or investment objectives. If an Alternative Investment receives distributions in kind from an Underlying Fund, it may incur additional costs and risks to dispose of such assets. Dependence on the Investment Managers. Subject to the terms of the Sub-Advisory Agreement, all decisions with respect to the assets and the general management of the Funds of Funds and Co-Investment Funds will be made by CGMI and all decisions with respect to Underlying Funds’ assets and the general management of the Underlying Funds will be made by the Underlying Fund Managers. All decisions with respect to the assets and the general management of the Discretionary Managed Accounts and Dedicated Portfolios will be made either directly by CGMI or where CGMI is serving as a sub-adviser to another Citi affiliate, directly by such Citi affiliate as provided in the relevant account information. All recommendations made to clients with respect to the Non-Discretionary Managed Accounts will be made either directly by CGMI or where CGMI is serving as a sub-adviser to another Citi affiliate, directly by such Citi affiliate as provided in the relevant account information. Investors in the Alternative Investments will have no right or power to take part in the management of the Alternative Investments. As a result, the success of the Alternative Investments will depend largely upon the ability of the Investment Managers and their personnel, in particular the ability of the Investment Managers to identify and consummate

appropriate investments that generate a profit or which the Alternative Investments dispose of at a profit. There can be no assurance that an Investment Manager will be able to identify a sufficient number and/or mix of appropriate investments for the particular Alternative Investment, that such investments generate a profit or that an Investment Manager will be able to dispose of such investments in a timely and/or profitable manner. There can be no assurance that any key persons of an Investment Manager will continue to be associated with the relevant Alternative Investment throughout its term. The loss of the services of one or more key persons with respect to any Alternative Investment could have an adverse impact on such Alternative Investment’s ability to realize its investment objective. Additional risks associated with Investment Managers include significant structural changes to an Investment Manager’s operations; fraud or misrepresentation on the part of an Investment Manager or its personnel; an Investment Manager’s failure to comply with applicable legal, registration, tax or regulatory requirements; human error or poor judgement on the part of an Investment Manager’s personnel; and system malfunctions and other operational failures of an Investment Manager. Illiquidity of the Alternative Investments. The documents governing the Alternative Investments generally impose substantial restrictions on transfers of interests in the Alternative Investments and require the consent of the Investment Managers to be obtained before any such transfer. Some Investment Managers may withhold such consent for any reason or no reason. Interests in the Alternative Investments will be offered without registration under the Securities Act, in reliance upon an exemption contained in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S under the Securities Act. There will be no public market for such interests in the Alternative Investments and, for a variety of regulatory reasons, no such market will be permitted to exist. The only source of liquidity typically lies in an investor’s right to redeem from the Alternative Investments (if any such right even exists). Redemptions from the Alternative Investments, may be subject to various restrictions, including prior notice and minimum redemption requirements, lock-up periods of one year or more, side-pocketed investments, and the right of the Alternative Investments to reduce the amount of redemptions in accordance with a redemption gate. In addition, in the event of a complete redemption from an Alternative Investment, a portion of the redemption proceeds may be retained by such Alternative Investment until the completion of such Alternative Investment’s annual audit. The Alternative Investments may have discretion to further defer payment of redemption proceeds, to suspend redemptions indefinitely and to satisfy redemptions in kind. In addition, redemption payments from certain Alternative Investments may be based on inaccurate/or estimated data, and may be subject to a return of any overpayments by the investor. Accordingly, an investment in an Alternative Investment is suitable only for certain sophisticated investors who have no need for immediate liquidity in their investment. Illiquidity of Underlying Investments. Generally, there may be no readily available market for certain of the underlying investments of the Alternative Investments. Market illiquidity could prevent an Alternative Investment from effecting dispositions of its assets at desired times or require the Alternative Investment to accept “in-kind consideration” and consequently result in distributions “in-kind” to investors, all of which could negatively impact the rate of return achieved on such investments. Certain underlying investments of an Alternative Investment may consist of securities that are subject to restrictions on sale if they were acquired from the issuer in “private placement” transactions or if the Alternative Investment is deemed to be an affiliate of the issuer. Generally, an Alternative Investment will not be able to sell these securities publicly in the United States without the expense, time and other burdens required to register the securities

under the Securities Act, or will be able to sell the securities only under Rule 144 or other rules under the Securities Act, which permit limited sales under specified conditions. When restricted securities are sold to the public, an Alternative Investment may be deemed an “underwriter,” or possibly a controlling person, with respect thereto for the purpose of the Securities Act and be subject to liability as such under the Securities Act. In addition, practical limitations may inhibit an Alternative Investment’s ability to liquidate certain investments if the issuer is privately held and the Alternative Investment owns a relatively large percentage of the issuer’s equity securities. Sales may also be limited by market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in particular industries. The above limitations on liquidity of underlying investments could prevent a successful sale thereof, result in the delay of any sale, or reduce the amount of proceeds that might otherwise be realized. Financial Market Fluctuations. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, national and international and environmental and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Alternative Investments and may affect the Alternative Investments’ ability to make investments and the value of the investments held by the Alternative Investments. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Alternative Investments’ investments. In the past, many private funds have looked to the public securities markets as a potential exit strategy and there can be no assurance, particularly given the recent volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that certain Alternative Investments will be able to exit from their investments in underlying investments by listing their shares on securities exchanges. The trading market, if any, for the securities of any underlying investment may not be sufficiently liquid to enable an Alternative Investment to sell securities when an Investment Manager believes it is most advantageous to do so, or without adversely affecting the stock price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Alternative Investments to buy, sell and partially dispose of their underlying investments. The Alternative Investments may be adversely affected to the extent that they seek to dispose of any of their underlying investments into an illiquid or volatile market, and an Alternative Investment may find itself unable to dispose of investments at prices that an Investment Manager believes reflect the fair value of such investments. Sustainability-Related Considerations. The Sub-Advised Funds and Managed Accounts may invest in Underlying Funds that employ an ESG investment strategy. An ESG strategy is limited in the types and number of investment opportunities available and, as a result, an ESG investment strategy may underperform other investment strategies that do not have an ESG focus. An ESG investment strategy may invest in securities or industry sectors that underperform the market as a whole or underperform other funds screened for ESG standards. Consideration of ESG factors could increase an Alternative Investment’s exposure to certain companies, sectors, regions, countries of types of investments, which could negatively impact an Alternative Investment’s performance depending on the performance of the negatively impacted companies, sectors, regions, countries or investments.

Frameworks for ESG investing vary among Investment Manager and Underlying Funds as the definition of each factor is subjective. Therefore, the companies selected by an Investment Manager as demonstrating ESG characteristics may not be the same companies selected by other Investment Managers that use similar ESG screens. Other factors may be given greater weight than ESG factors, particular ESG factors may be disregarded, and an Investment Manager may not consider all of the ESG factors that an investor believes are important. An Investment Manager’s investments may not result in positive ESG impact and could adversely impact one or more ESG attributes. In addition, an Investment Manager’s ESG integration may not align with the policies of or regulatory requirements applicable to a particular investor. Developments within or otherwise impacting an investment that take place subsequent to an Alternative Investment’s investment might not conform to an Investment Manager’s or an investor’s expectations regarding ESG. ESG integration practices are evolving, including without limitation due to regulation, new and changing issues and areas of stakeholder focus, shifting investor sentiment (including so-called anti-ESG sentiment) and requirements and evolving investee company practices. Accordingly, an Investment Manager’s ESG integration practices will continue to evolve and change, and they may do so in a manner that is adverse to financial return or a particular investor’s goals. Considerations Regarding Particular Types of Alternative Investments The Alternative Investments will be subject to certain risks, including, but not limited to, those described below. Acquisition Risks. Certain Alternative Investments, and/or their investments, may be acquisitions of businesses and companies. Such transactions may be subject to a variety of risks, including the risk that the purchase price was too high, the risk of unforeseen liabilities, risks associated with new or unproven management or business strategies and the risk that the newly acquired business will not be successfully integrated with existing businesses or produce the expected synergies. Additionally, businesses acquired through leveraged buyout transactions by their nature require companies to operate with a high ratio of leverage to available income. Such leverage may result in such companies being subject to restrictive financial and operating covenants and may make the financial condition of such companies inherently more sensitive to declines in revenues and to increases in interest rates and expenses. Once acquired, businesses may face significant fluctuations in and unexpected operating results, may need to engage in acquisitions or dispositions of assets to successfully compete within their industries, may be operating at a loss, may be engaged in a rapidly changing business environment (and subject to obsolescence), and may require substantial additional capital (which may not be forthcoming) to support operations, finance expansion or maintain competitive positions. Debt Investments Generally. Investments in debt securities may be unsecured and/or subordinated to other senior indebtedness (which may be secured). Debt securities are also subject to specific creditor risks, which include (i) characterization of an investment transaction as a “fraudulent conveyance” under creditors’ rights laws, (ii) the possibility of “lender liability” claims by the issuer of the obligations, and (iii) environmental liabilities associated with real property collateral securing the debt obligations. Private Credit Risk. Investments in private credit, which involve debt not issued or traded in public markets, carry significant risks, including illiquidity, credit defaults, valuation uncertainties, interest rate sensitivity, and structural or covenant enforcement challenges. These investments often involve smaller or less transparent borrowers, increasing risks tied

to limited financial information, economic downturns, market disruptions, and industryspecific conditions. Valuations are typically model-based and may not reflect true market value, while rising rates or inflation can further impact performance. Given these risks, private credit investments may result in partial or total loss of capital. Default Risk. Default risk is the potential risk that a debt issuer will be unable to pay scheduled interest or repay principal at maturity. Default risk may also occur when an issuer’s ability to make payments of principal and interest when due is interrupted. This may result in a negative impact on all forms of debt instruments, as well as funds or ETF share values that hold these issues. Bondholders are creditors of an issuer and have priority to assets before equity holders (i.e., stockholders) when receiving a payout from liquidation or restructuring. When defaults occur due to bankruptcy, the type of bond held will determine seniority of payment. Growth Equity Investing. Certain Alternative Investments, and/or their investments, may be growth equity investments which are frequently made to finance expansions for conceptual or early-stage companies. Growth equity investments involve a high degree of business and financial risk that can result in substantial losses, including the loss of the entire investment. Such companies may not yet be developed or may have little or no operating history or performance, may be operating at a loss or have substantial fluctuations in operating results from period to period, and may have or seek to market products that are not fully developed and/or that may not have a proven market. Certain early-stage companies may also have less mature internal operating and administrative procedures and policies that more established companies, putting such early-stage companies at a higher risk of having reliability and comprehensiveness issues with financial and tax reporting. Real Estate Investments Generally. Investments in real estate funds expose investors to additional risks. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of the investments made by real estate funds. The marketability and value of real estate fund investments will depend on many factors beyond the control of the Alternative Investments or the Investment Managers, including, without limitation: changes in general economic or local conditions and/or specific industry segments; declines in rental or occupancy rates; competition from other developments; changes in the supply of or demand for competing properties in an area (as a result, for instance, of overbuilding); geographic or market concentration; the ability of the Underlying Funds or property managers to manage the real properties; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land use and zoning restrictions, environmental protection and occupational safety rules and standards; unavailability of mortgage funds which may render the sale or refinancing of a property difficult; location of the properties; the financial condition of borrowers and tenants, and buyers and sellers of property; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and supply shortages; various uninsured or uninsurable risks; liability under changing environmental and other laws, natural disasters, force majeure acts and other changing laws and factors that may also significantly affect real estate values in ways that are beyond the control of the Underlying Fund Managers. Furthermore, certain Underlying Fund investments may acquire interests in undeveloped or development stage real property that may be non-income producing and subject to increased risk with respect to cost and timely completion of construction. These factors may have an adverse impact on the performance of investments in real estate funds, and there can be no assurance that such Alternative Investments will effectively manage these risks. Infrastructure Assets. Certain Alternative Investments may be in infrastructure assets that are distinct in both location and market and accordingly highly illiquid. Political and regulatory

considerations and local population sentiment could affect the ability of an Underlying Fund to buy or sell such investments on favorable terms and/or the cash flows and value of such investments. Infrastructure assets require a skill set for operation that is limited to a relatively small population of managers and operators who possess the expertise necessary to successfully maintain and operate infrastructure projects. Any unexpected issues with contractors or suppliers, including delays and/or insolvency problems, could result in significant disruptions and costs that may impair the financial viability of an infrastructure project and materially adversely affect the applicable Alternative Investment. Energy Sector Investments. Certain Alternative Investments may target investments in companies seeking investment in the exploration, development, production, processing, delivery and/or marketing of oil and natural gas as well as in similar activities associated with other natural resources. These types of investments have specific associated risks, including loss of well control, blowouts, cratering, pollution and fires, each of which could result in significant damage to property, personal injury or loss of life and a corresponding significant decrease in the value of an investment. Generally speaking, operators in the energy sector are not fully insured against all of these risks. Additionally, all drilling activities entail the risk that the drilling may not lead to the recovery of oil or natural gas in commercially useful quantities, especially in exploratory drilling. Natural resource industries such as oil, natural gas and timber are subject to U.S. federal, state, local and sometimes even non-U.S. environmental laws and regulations. Changes to any such laws and regulations that expand regulatory requirements, obligations and oversight could increase the costs associated with an energy sector project, cause delay in operations and/or result in significant costs and penalties for noncompliance, each of which could materially adversely affect the energy sector investment. Life Sciences and Healthcare. Investments in companies in the life sciences and/or healthcare industries are subject to certain particular risks, including (i) the dependence on governmental approvals of products which can be a lengthy and costly process and which may ultimately not come to fruition, (ii) changing regulatory frameworks (including with respect to efforts to change the costs of services and products), (iii) necessary patents or other intellectual property and (iv) dependence on reimbursement from third-party payors. In the event that a company is unable to successfully manage these risks or bring a product to market, there could be material adverse effects on such company and accordingly the applicable Alternative Investment. Privately Held Companies. It is expected that certain Alternative Investments will make investments in privately held companies, which may be intrinsically riskier than publicly listed companies as the private companies are often smaller, more vulnerable to changes in markets and technology, and/or depend on the skills and commitment of a smaller management team. Accordingly, there can be no assurance of the success of an Alternative Investment’s investment plan and ability to carry out such plan in the event the respective management is no longer employed by the investee company. Privately held companies often produce and evaluate less comprehensive financial information than listed companies. Therefore, an Alternative Investment may make investment decisions, and monitor such investments, after reviewing information that is less comprehensive than that which is available to an investor in a public company. Risks of Controlling Positions. One or more of the Alternative Investments may take control positions in certain portfolio companies. The exercise of control over a company may subject an Alternative Investment to a risk of potential liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of claims in which the general limited liability characteristic of a corporation may be

ignored. If these liabilities were to occur, an Alternative Investment may be more likely to suffer losses from its investment in the affected portfolio company. Highly Regulated Industries. Certain Alternative Investments may make investments in companies operating in highly regulated industries that are subject to greater amounts of regulation than other industries generally, including energy and power, gaming and healthcare. Such companies may be subject to extensive legal and regulatory restrictions and limitations and may be subject to supervision, examination and enforcement by regulatory authorities. Ongoing compliance with applicable laws, rules or regulations, which may be subject to change and could vary among jurisdictions, is likely to result in significant costs that could materially impact the value of the applicable Alternative Investment’s investments in such companies, while the failure to comply with such laws, rules or regulations could result in costly penalties, as well as civil or criminal liability. Governments have considerable latitude in implementing regulations that could impact the operations of such regulated companies. There is no guarantee that an Alternative Investment will be able to accurately account for such uncertainty when determining the value of such investments. Non-U.S. Investments. Alternative Investments may invest in companies that are headquartered or that primarily operate outside of the U.S. or that are dependent on international markets. There are specific risks associated with international investing. Non-U.S. economies may differ significantly from the U.S. economy in terms of growth, gross national product, rate of inflation, currency values, capital reinvestment, resource selfsufficiency, and balance of payments position. Authorities in some non-U.S. jurisdictions exert significantly more control over private sector investments and companies than the U.S. government does, which can adversely affect economic and market conditions, productivity, and regulation and oversight. Investments in companies incorporated or principally engaged in business in emerging markets often carry greater risk than investments in securities of companies operating in developed markets. The risks of investing in companies operating in emerging markets are magnified because of, among other things, political uncertainties and the relative instability of their developing financial markets and economies. Moreover, many emerging market countries do not have fully developed or clear legal, judicial, regulatory or settlement infrastructures. The transaction costs of investing in non-U.S. securities markets are generally higher than in U.S. markets, and Alternative Investments may have greater difficulty taking appropriate legal action in non-U.S. courts than in U.S. counterparts. Consequently, making investments in companies operating in these markets involves significant risks that may not be present in more developed markets. Such risks include (a) potential price volatility in and relative liquidity of some emerging markets securities; (b) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and less government supervision and regulation; and (c) certain economic and political risks, including potential exchange control regulations and potential restrictions on foreign investment and repatriation of capital. Many emerging markets securities are denominated in foreign currencies. The weakening of a country’s currency relative to the U.S. dollar or other benchmark currency will negatively affect the dollar/other benchmark value of an investment denominated in that currency. Currency valuations are linked to a host of economic, social and political factors and can fluctuate greatly. It is important to note that some emerging markets countries have foreign exchange controls that may include the suspension of the ability to exchange or transfer currency, or the devaluation of the currency.

Currency Risks. Certain investments made by an Alternative Investment may be subject to significant currency exchange risks in the event that commitments and/or investments are denominated in currencies other than the U.S. dollar. Any fluctuation in exchange rates could significantly and materially affect the value of such an investment and an Alternative Investment’s equivalent commitment to such Underlying Funds may vary over time based on currency fluctuations. An Alternative Investment may reserve a reasonable portion of its capital commitments to cover increases in the U.S. dollar amount of capital contributions required for commitments to non-U.S. dollar denominated funds or investments resulting from adverse currency movements. Furthermore, investors may be required to contribute additional capital to Alternative Investments to cover the U.S. dollar amount of capital contributions to non-U.S. denominated funds or investments, but the payment of such amounts, and the contributions made by investors for the purposes of funding such payment, may not reduce the unfunded capital commitment of any investor. Consequently, the aggregate amount that an investor may be required to contribute to an Alternative Investment may materially exceed such investor’s capital commitment. Unanticipated changes in interest rates, securities prices or currency exchange rates may have an adverse effect on the value of investments, the gains and losses realized in respect of such investments and an Alternative Investment’s rate of return on its investment in such Underlying Funds, which would adversely affect the Alternative Investment. In the event that an Underlying Fund Manager with respect to an Underlying Fund that is not denominated in U.S. dollars is unwilling to assume the currency risk associated with investment in such Underlying Fund by an Alternative Investment, the Alternative Investment may be unable to invest in such Underlying Fund even if other funds or accounts advised by CGMI participate in such Underlying Fund. Ongoing trade negotiations may create uncertainty for the investment strategies of the Underlying Funds (and thus the Alternative Investments) and adversely affect profitability. A “trade war” or other governmental action related to tariffs or international trade agreements or policies has the potential to increase costs, decrease margins, reduce the competitiveness of products and services, and adversely affect the revenues and profitability of current and future issuers in which an Underlying Fund may invest, which would adversely affect the Alternative Investments. Currency exchange rates have been highly volatile in recent years and certain Alternative Investments may invest in currencies with nearly unlimited leverage. The combination of volatility and leverage gives rise to the possibility of large profits and large losses. In addition, there is counterparty risk since currency trading is done on a principal-to-principal basis. Based on the market environment and availability of hedging instruments, Alternative Investments may engage in hedging transactions to seek to offset currency risk. Unless an Investment Manager hedges its positions against fluctuations in exchange rates between the USD and the currencies in which trading is done on non-U.S. securities exchanges, any profits which an Alternative Investment might realize in such trading could be eliminated as a result of adverse changes in exchange rates, and the Alternative Investment could even incur losses as a result of any such changes. Alternative Investments May Invest in Securities of Investment Companies. There may be no liquid secondary market for these securities and some of the companies may limit the intervals at which shares may be redeemed. Finally, Alternative Investments may invest in partnership interests and other privately offered, restricted and/or illiquid securities for which no secondary market exists. Most partnerships provide for withdrawal of interests only at specified intervals during a year. Restricted securities may not be transferable for a specified

period of time, if at all. Consequently, such Alternative Investments would be unable to liquidate those interests other than at the specified date. Moreover, valuation of illiquid securities may be difficult. Distressed Securities. Alternative Investments may invest in the securities of issuers in a weak financial condition, that are experiencing poor operating results, that have substantial capital needs or negative net worth, that are facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings. Investments of this type may involve substantial financial and business risks that can result in substantial or, at times, even total losses. Among the risks inherent in investments in the securities of troubled issuers is the fact that it frequently may be difficult to obtain information as to their true condition. The market prices of such securities may also subject to abrupt and erratic market movements and heightened price volatility, and the spread between the bid and ask prices of such securities may be greater than that prevailing in other securities markets. It may take a number of years for the market price of such securities to reflect their intrinsic value, if at all. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (e.g., due to failure to obtain requisite approvals), will be delayed (e.g., until various liabilities, actual or contingent, have been satisfied), or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to an Alternative Investment of the security in respect to which such distribution was made. Below Investment-Grade Investments. Certain Alternative Investments may invest in private and government debt instruments, which may be unrated or rated below investment grade. The debt instruments in which certain Alternative Investments invest may be unrated, and whether or not they are rated, such debt instruments may have speculative characteristics. The issuers of such instruments may face significant ongoing uncertainties and exposure to adverse conditions that may undermine their ability to make timely payment of interest and principal. In addition, an economic recession could severely disrupt the market for such debt instruments and may have an adverse impact on their value. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest, raising the risk that such issuers may default. Certain Alternative Investments may invest in high-yield securities. Such securities generally do not trade on an exchange and, as a result, they may be less liquid or more volatile than exchange-traded bonds. Additionally, certain Alternative Investments may invest in the instruments of issuers that do not have publicly traded equity securities, which can make it more difficult to hedge the risks associated with such investments. Companies that issue such securities are often highly leveraged and may not have more traditional methods of financing available to them. It is possible that a major economic recession could severely disrupt the market for such securities and have an adverse impact on their value. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest, raising the risk that such issuers may default. The potentially concentrated exposure to such risks by an Alternative Investment targeting such investments could magnify their impact. Equity Risks. Alternative Investments may invest in equity securities and equity-like securities. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, an Alternative Investment may suffer losses if it invests in equity securities and equity-like securities of issuers whose performance diverges from an Investment Manager’s expectations or if equity markets generally move in an adverse direction and the Alternative Investment has not hedged against such a general move.

Fixed-Income Investments. The value of fixed-income securities that may be held by Alternative Investments changes as the general levels of interest rates or market expectations about future interest rates fluctuate. When interest rates decline, or when expectations increase that they will decline in future, the value of fixed-income securities can be expected to rise. Conversely, when interest rates rise, or when expectations increase that they will rise in future, the value of such securities can be expected to decline. Investments in lower-rated or unrated fixed-income securities, which can offer greater opportunity for gain and income than higher-rated counterparts, tend to be less liquid, more volatile, and entail greater risk (including the possibility of default or bankruptcy of the issuers of such securities). In addition, the markets for such securities may be limited. No assurance can be given that fixed-income securities purchased by an Alternative Investment will continue to earn yields comparable to those that were earned historically, nor can any assurance be given that issuers whose obligations an Alternative Investment acquires will make payment on such obligations as they become due. Derivative Instruments. The Alternative Investments may utilize derivative instruments that seek to hedge, modify or replicate the investment performance of particular securities, commodities, currencies, interest rates, indices or markets on a leveraged or unleveraged basis. Other risks related to the use of derivative instruments include, but are not limited to:

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Tracking—When used for hedging purposes, an imperfect or variable degree of correlation between price movements of a derivative instrument and an underlying investment for which it is being utilized as a hedge may prevent an Alternative Investment from achieving the intended hedging effect or expose the Alternative Investment to the risk of loss.

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Liquidity—Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile or thinly traded markets an Alternative Investment may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits at exchanges where an Alternative Investment may conduct its transactions in derivative instruments may prevent prompt liquidation of positions, subjecting the Alternative Investment to the potential of worse-than-expected losses.

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Leverage—Trading in derivative instruments may bring about exposure to significant leverage. Consequently, such leverage can magnify the gains and losses experienced by an Alternative Investment and could cause the Alternative Investment’s value to be subject to wider fluctuations than would be the case if the Alternative Investment did not make use of the leverage associated with various derivative instruments.

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Over-the-Counter Trading—Derivative instruments that may be purchased or sold by an Alternative Investment may not be traded on an exchange. The risk of nonperformance by the obligor on such an instrument may be greater, and the ease with which an Alternative Investment can dispose of or enter into closing transactions involving such an instrument may be less, than with an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “ask” prices for derivative instruments that are not traded on an exchange. Derivative instruments that are not traded on exchanges may not be subject to the same type of government regulation as exchange-traded counterparts, while many of the protections afforded to participants in a more highly regulated environment may not be available in a less highly regulated environment.

Certain Alternative Investments may engage in the purchase and sale of options. The purchase or sale of an option involves the payment or receipt of a premium payment by the

investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Specific movements in the prices of options and instruments underlying options cannot be predicted. No assurance can be given that a liquid offset market will exist for any particular option or at any particular time. If no liquid offset market exists, an Alternative Investment might not be able to effect an offsetting transaction in a particular option. To realize any profit in the case of an option, therefore, the option holder would need to exercise the option and comply with margin requirements relating to the underlying instrument. Typically, a writer of the option could not terminate the obligation until the option expired or the writer was assigned an exercise notice. In addition, an option purchased or sold over-the-counter may involve counterparty solvency risk. Swap Transactions. Some Alternative Investments may invest in swap transactions. A swap transaction is an individually negotiated, non-standardized agreement between two parties to exchange cash flows based on interest rates, exchange rates, or asset prices. Typically, payments are calculated by reference to a principal amount or quantity, and may involve or be related to interest rates, currencies, securities, commodities, and other items. Transactions in these markets present certain risks similar to those in the futures, forward, and options markets: (i) there generally are no limitations on daily price moves in swap transactions; (ii) participants in the swaps markets are not required to make continuous markets in swaps contracts; and (iii) the swap markets are often “over-the-counter” markets, in which performance with respect to a swap contract is the responsibility only of the counterparty with which the investor has entered into a contract (or its guarantor, if any), and not of any exchange or clearing corporation. As a result, the affected Alternative Investments will be subject to the risk of the inability of or refusal to perform with respect to such contracts on the part of the counterparties in question. Loan Participations. Certain Alternative Investments may invest in loan participations. Investment in loan participations involves certain risks in addition to those associated with direct loans. As a result, the participant is generally dependent upon the lead manager of such financings to enforce its rights and obligations under the loan agreement in the event of a default, and may not have the right to object to amendments or modifications of the terms of such loan agreement. A participant in a syndicated loan generally does not have the voting rights, which are retained by the lender. In addition, a loan participant is subject to the credit risk of the lender as well as the borrower, since a loan participant is dependent upon the lender to pay its share of principal and interest received on the underlying loan. Bankruptcy Proceedings. Certain Alternative Investments may invest in companies involved in bankruptcy proceedings, which involves a number of significant risks. First, many events in a bankruptcy are the product of contested matters and adversary proceedings that are beyond the control of the creditors. Second, a bankruptcy filing may have adverse and permanent effects on a company. Third, the duration of a bankruptcy proceeding is difficult to predict. Fourth, the administrative costs relating to a bankruptcy proceeding are frequently high and will be paid out of the debtor’s estate prior to any return to creditors. Fifth, creditors can lose their ranking and priority if they exercise “domination and control” over a debtor and other creditors can demonstrate that they have been harmed by such actions, especially in the case of investments made prior to the commencement of bankruptcy proceedings. Sixth, some claims, such as claims for taxes, may have priority by law over the claims of certain creditors. Seventh, if an Alternative Investment seeks representation on creditors’ committees, it may have certain obligations generally with respect to all creditors similarly situated that the committee represents and it may be subject to various trading or confidentiality restrictions.

Special Situations / Event Driven Investments. Certain Alternative Investments may invest in companies involved in (or are the target of) acquisition attempts or tender offers, or that are involved in workouts, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In addition, an Alternative Investment’s investment may be associated with markets or companies that are being impacted by economic or political instability. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to an Alternative Investment of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, an Alternative Investment may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which an Alternative Investment may invest, there is a potential risk of loss by the Alternative Investment of its entire investment in such companies. Asset-Backed and Mortgage-Backed Securities. Certain Alternative Investments may invest in structured finance obligations, specifically asset-backed and/or mortgage-backed securities. Investing in asset-backed and mortgage-backed securities may entail a variety of unique risks, including prepayment risk, credit risk, liquidity risk, market risk, structural risk, legal risk, and interest rate risk (which may be exacerbated if the interest rate payable on an asset-backed or mortgage-backed security changes based on multiples of changes in interest rates or inversely to changes in interest rates), among others. Furthermore, (i) the performance of a structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets and (ii) the price of an asset-backed or mortgage-backed security, if required to be sold, may also be subject to certain market and liquidity risks for securities of its type at the time of sale. Short Selling. Some Investment Managers may engage in selling securities short, which involves the sale of borrowed securities (i.e., a covered short sale). In the case of uncovered (or “naked”) short sales, the securities sold short generally must be offset by subsequent market purchases, which means that any appreciation in the market price of the securities in question results in a loss. Whether covered or uncovered, a short sale involves the theoretically unlimited risk of increase in the market price of the security, which would result in a correspondingly unlimited loss. Purchasing securities to close out short positions can itself cause the market price of such securities to increase further, deepening losses. Furthermore, a short seller may be prematurely forced to close out a short position if a counterparty demands the return of the associated borrowed securities. Digital Asset Investment Risks. An Alternative Investment may invest in virtual or “crypto” currencies, coins, token (e.g., NFTs), crypto-assets and other similarly distributed ledgerbased digital assets (collectively, “Digital Assets”). An Alternative Investment may also gain exposure to Digital Assets indirectly, for example, through investments in exchange-traded and OTC securities (including Digital Asset ETFs or investment trusts), futures, and other instruments that are linked to an underlying Digital Asset and/or investments in businesses related to Digital Assets and their foundational elements, including blockchain technology, more broadly (together with Digital Assets, “Digital Asset Investments”). Digital Assets are a relatively new and highly speculative asset. Digital Assets have a relatively limited history and are rapidly evolving, including with respect to the development of new

Digital Assets, advancements in the related underlying technologies, markets for trading Digital Assets, and the regulation thereof. Therefore, it is not possible to know all the risks associated with Digital Asset Investments, and new risks may emerge at any time. The emergence of new Digital Assets or changes to existing Digital Assets may expose an Alternative Investment to additional risks which are impossible to anticipate or quantify. The characteristics of particular Digital Assets within its asset class may differ significantly, and the investment characteristics of Digital Assets as an asset class differ from those of traditional currencies, securities and commodities. Digital Assets may be subject to significant price volatility and have been subject to periods of significant volatility in the past. Digital Assets are not legal tender in the United States. Digital Assets generally are not backed by a central bank, a national or international organization, assets or other forms of credit, although in some specific cases they may be backed by physical assets to an extent. In most cases, the price of Digital Assets is entirely dependent on the value that market participants place on them, meaning that any increase or loss of confidence in Digital Assets may affect their value. There is no assurance that Digital Assets will maintain their long-term value or become more widely adopted as a form of currency. On the contrary, they may cease to be used altogether. In the event that the prices of Digital Assets generally decline, the value of the Digital Assets held by Alternative Investments may also decline. Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing an Alternative Investment from selling out of these illiquid investments at an advantageous price. Thin markets can also amplify volatility. Any markets for these investments can be expected to involve wider price spreads and more sensitivity to buying and selling pressures than is found in more active markets. Digital Assets may be illiquid investments that are not easily and readily convertible into fiat currencies, and some Digital Asset markets may be thinner than others. Digital Assets can be traded through privately negotiated transactions and through numerous exchanges and intermediaries around the world. The lack of a centralized pricing source poses a variety of valuation challenges. In addition, the dispersed liquidity may pose challenges for an Alternative Investment in exiting positions, particularly during periods of stress. Most Digital Assets are controllable only by the possessor of unique private keys relating to the blockchain addresses or wallets in which the Digital Assets are held. To the extent a private key of such Digital Assets is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Digital Assets held in the related wallet will be inaccessible, and the private key will not be capable of being restored. The loss or destruction of a private key required to access a Digital Asset may be irreversible. The regulatory environment for Digital Assets is constantly evolving, and Digital Assets face an uncertain regulatory status. Digital Assets may be subject to varying federal and state regulatory oversight in the United States and other global jurisdictions. Various legislative bodies, regulators and government agencies are considering intervention in Digital Asset markets. The liquidity of Digital Asset markets will be influenced by new laws, regulations, policies and guidance, which may vary significantly among international, federal, state and local jurisdictions and are subject to significant uncertainty. Investments in Digital Assets carry significant risk. An Alternative Investment may lose the value of its entre investment or part of its investment in Digital Asset Investments. Risks in Respect of Blockchain Technology. Digital Assets and their underlying blockchain networks are subject to risks of flawed or ineffective source code or cryptography. If the source code or cryptography of the blockchain network underlying an Alternative Investment’s Digital Asset Investments proves to be flawed or ineffective, malicious actors may be able to steal and/or compromise the Digital Asset Investments or otherwise harm participants engaged with the affected blockchain network. Several errors and defects have been publicly

found and corrected, including those that disabled some functionality for users. In the past, malicious actors have exploited flaws to take or create Digital Assets in contravention of known blockchain network rules and otherwise tamper with the blockchain network. In addition, the cryptography underlying a Digital Asset could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming obsolete and ineffective over time and permit malfeasance by a malicious actor (including stealing Digital Assets). Blockchain networks are frequently based on open-source software, which may result in developers having insufficient incentive to continue maintaining and/or participating in such networks. If one or more Digital Assets related to an Alternative Investment’s Digital Asset Investment were affected by any of the foregoing, such Alternative Investment could experience substantial losses. Even if an Alternative Investment did not have investments in the affected Digital Asset, any reduction in confidence in the source code or cryptography underlying Digital Assets generally could negatively affect the demand for Digital Assets generally and therefore adversely impact the Alternative Investment. Digital Asset Derivatives. An Alternative Investment may invest in exchange-traded and OTC instruments that are linked to an underlying Digital Asset (“Digital Asset Derivatives”). Digital Asset Derivatives are derivative contracts, such as futures and options, that have a contingent liability and involve the payment of margin, and accordingly they are subject to certain risks. Investments in Digital Asset Derivatives are also subject to certain additional risks due to the nature and operation of Digital Asset networks. Risk of Minority Positions; Investments with Third Parties in Funds and Other Entities. Certain Alternative Investments are expected to hold minority positions in investments. While Alternative Investments may seek to secure the appropriate governance and exit rights at the time of making an investment, there may be instances in which an Alternative Investment may not be able to exercise control over such investments. In addition, in certain situations, including where the businesses are in bankruptcy or undergoing a reorganization, minority investors may be subject to the decisions taken by majority investors, and the outcome of an Alternative Investment’s investment may depend on such majority-controlled decisions, which may not be consistent with the Alternative Investment’s objectives. For certain Alternative Investments, other investors (whether majority investors, affiliated investors, strategic investors or other investors) may have contractual agreements with the relevant portfolio company that provide for beneficial or advantageous rights to such investors that are not similarly afforded to an Alternative Investment in connection with its investment in such investment, including, without limitation, with respect to fees, liquidity or provision of additional information and reporting. An Alternative Investment may co-invest with third parties through consortiums of private equity investors, joint ventures, or other similar arrangements. Such investments may involve risks in connection with such third-party involvement, including the possibility that a thirdparty co-venturer may have financial, legal or regulatory difficulties, resulting in a negative impact on such investments or an Alternative Investment; may have economic or business interests or goals that are inconsistent with those of such Alternative Investment; or may be in a position to take (or block) action in a manner that is contrary to the Alternative Investment’s investment objectives. An Alternative Investment may also be exposed to the increased possibility of default by, or the diminished liquidity or insolvency of, such third party, due to a sustained or general economic downturn. Alternative Investment Vehicles. If an Investment Manager determines that for legal, tax, regulatory or other reasons that an investment should be made or held through an alternative investment structure, the equity holders of the applicable investment (including an Alternative

Investment) may be required to make or hold such investment through a separate entity or entities. Allocations, distributions and/or clawback obligations of an alternative investment vehicle may not be aggregated with those of an Alternative Investment, as applicable, or any other alternative investment vehicle, which may have a detrimental effect on the returns for such investment. There are typically additional costs and expenses (including potentially any taxes, including with respect to any alternative investment vehicle or intermediate vehicle that is classified as a corporation for U.S. federal income tax purposes) associated with any such alternative investment structure that would reduce the returns for such investment. Other Risks Global and Regional Events Risks. Global and regional events such as war, terrorist attacks, political unrest, climate change, natural disasters, public health crises, and pandemics may cause substantial losses by, among other things: causing disruptions in global economic conditions; decreasing investor confidence; disrupting financial markets and the ability to conduct business activities; causing loss or displacement of employees; triggering large-scale technology failures or delays; and requiring substantial capital expenditures and operating expenses to remediate damage and restore operations. Inflation rates in the U.S. and Europe have been at historically high levels in recent years. Further, heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. Heightened inflation and rising input costs have in many instances adversely impacted, and may in the future continue to pressure an Alternative Investment’s profit margins on underlying investments. Inflation can also negatively impact the profitability of certain real estate assets, such as those with long-term leases that do not provide for short-term rent increases. Continued inflation will likely have an adverse impact on the valuations of the Alternative Investments and adversely affect their performance, results of operations and the implementation of their investment strategies. Ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East have caused and could continue to cause significant market disruptions and volatility, and therefore could materially adversely affect investment performance. Furthermore, the rapid and uncertain development of the current conflict between the two nations and the varying involvement of other countries, including the U.S. and other members of NATO, makes the ultimate adverse impact on global economic and market conditions difficult to predict. Any of the above factors, including, sanctions, export controls, tariffs, trade wars and other governmental actions and impacts on the markets for certain commodities, such as oil and natural gas, present material uncertainty and risk and could have a material adverse effect on issuers of securities and their respective businesses, financial conditions, cash flows and results of operations and may cause the market value of such issuers to decline materially. Business Continuity. CGMI has business continuity plans that provide for continuity of critical operations and other activities during a variety of disruptions. They include client support responses such as conducting operations from alternate sites in different locations, if necessary, operating across multiple power grids or operating with self-generating facilities while maintaining the firm’s presence in the marketplace and servicing client accounts. Although these plans are designed to limit the impact on clients from such business interruptions, unforeseen circumstances may create situations where CGMI is unable to fully recover from a significant business interruption. CGMI believes its planning and implementation process reduces the risk in this area.

Financial Regulatory Reform and Future Changes in Applicable Law. Future legislative, judicial or administrative action could adversely affect an Alternative Investment’s ability to implement its investment program, as well as the ability of an Alternative Investment to conduct its operations. Anti-Money Laundering, Sanctions and other Anti-Corruption Legislation. The Alternative Investments and the Investment Managers are subject to anti-money laundering, embargo and trade sanctions, and similar laws, regulations, requirements (whether or not with force of law) and regulatory policies (collectively, “AML Laws”) in a number of jurisdictions, and many jurisdictions are currently in the process of changing or creating their respective AML Laws. The Alternative Investments and the Investment Managers (or their respective service providers or delegates) are permitted in accordance with the applicable governing documents to take such actions as considered necessary in relation to an investor’s holding or redemption proceeds, as a result of AML Laws, including, but not limited to, disclosing certain information relating to an investor to financial intermediaries or governmental, regulatory or other authorities or taking other related actions in the future. Such disclosed information may include, without limitation, confidential information such as financial information concerning an investor’s investment in an Alternative Investment, and any information relating to any shareholders, principals, partners, beneficial owners (direct or indirect) or controlling persons (direct or indirect) of such investor. Additionally, an Alternative Investment or its investments are permitted to compulsorily redeem, delay or hold a requested redemption (where making such redemption could result in a breach of applicable AML Laws) of any interests held by an investor. Furthermore, Alternative Investments are permitted to deduct relevant amounts so that any related costs, debts, expenses, obligations or liabilities (whether internal or external to the Alternative Investment) are recovered from such investor(s) whose action or inaction (directly or indirectly) gave rise or contributed to such costs or liabilities. Failure by an investor to assist an Alternative Investment in meeting its obligations pursuant to applicable AML Laws may therefore result in pecuniary loss to such investor. Further, due to the commingled structure of the Alternative Investments, an investor may be compulsorily redeemed and/or have payment of its redemption proceeds delayed or held due to the failure by another investor to meet obligations of an Alternative Investment relating to applicable AML Laws. In some instances, the AML Laws may conflict with other laws or regulations of an applicable jurisdiction, such as data protection and privacy laws and regulations. If an Alternative Investment is unable to provide information to an Underlying Fund due to such conflicting requirements, the Underlying Fund Managers may determine to take any actions permitted by the relevant Underlying Fund agreements or required by applicable law. These actions may include freezing an Alternative Investment’s investment in an Underlying Fund or compulsorily withdrawing the Alternative Investment from the Underlying Fund. Any such action by the Underlying Fund Managers could have a material adverse effect on the Alternative Investments. Economic sanctions laws in the United States and other jurisdictions may prohibit the Alternative Investments and the Investment Managers and their respective affiliates from transacting with certain countries, individuals and companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions, which prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These types of sanctions may significantly restrict or completely prohibit certain investment activities outside the United States and if any Alternative Investment or its underlying investment were to violate any such laws or regulations, it may face significant legal and monetary penalties.

The U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations, as well as anti-boycott regulations, may also apply to and restrict the activities of the Alternative Investments and their respective underlying investments. If any Alternative Investment or its underlying investment were to violate any such laws or regulations, such Alternative Investment may face significant legal and monetary penalties. The U.S. government has indicated that it is particularly focused on FCPA enforcement, which may increase the risk that the Alternative Investments or their respective underlying investments become the subject of such actual or threatened enforcement. Considerations Relating to the Volcker Rule. A significant feature of the Dodd-Frank Act is the so-called “Volcker Rule,” which takes the form of Section 13 of the U.S. Bank Holding Company Act of 1956, as amended (together with the rules, regulations and published guidance promulgated thereunder, the “Volcker Rule”) and imposes a number of restrictions on the relationship and activities of banking entities, such as Citigroup and its affiliates, with hedge funds and private equity funds. Specifically and subject to certain limited exceptions, the Volcker Rule prohibits any “banking entity” (generally defined as any insured depository institution, any company that controls such an institution, a non-U.S. banking organization that is treated as a bank holding company for purposes of U.S. banking law, and any affiliate or subsidiary of the foregoing entities) from engaging, as principal, in proprietary trading or sponsoring or investing in “covered funds,” except as permitted pursuant to certain available exemptions and exclusions. In addition, a “banking entity” may not enter into certain socalled “covered transactions,” as discussed further below, with any “covered fund” that the banking entity sponsors, organizes and offers or for which the banking entity serves as investment manager, investment adviser or commodity trading adviser. The term “covered fund” includes hedge funds and private equity that are privately offered in the United States and that rely on Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended, to avoid being treated as “investment companies” under such Act. Citigroup and its affiliates are “banking entities,” and many of the Alternative Investments will be a “covered fund” for purposes of the Volcker Rule. As noted above, the Volcker Rule will restrict Citigroup and its affiliates from entering into “covered transactions,” as defined in Section 23A of the U.S. Federal Reserve Act, as amended, with or for the benefit of the Alternative Investments, subject to certain limited exceptions. For example, Citigroup will be prohibited from providing loans and hedging transactions with extensions of credit or other credit support to its covered funds. In addition, further restrictions and limitations on Citigroup, CGMI, and the Alternative Investments may emerge as additional regulatory guidance and interpretations are provided on the Volcker Rule, while certain aspects of the Volcker Rule remain unclear and susceptible to alternative interpretations. Lack of Regulation of Alternative Investments. The Alternative Investments are generally not subject to many provisions of the federal securities and commodities laws that are designed to protect investors in pooled investment vehicles offered to the public in the United States. The interests in Alternative Investments generally are not offered pursuant to registration statements effective under the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Alternative Investments generally are not subject to the periodic information and reporting provisions of the Securities and Exchange Act of 1934, as amended, nor in most cases will those Alternative Investments be registered as investment companies under the Investment Company Act of 1940, as amended. Similarly, the Investment Managers of Alternative Investments that trade in commodity interests may be exempt from the disclosure, reporting and record-keeping requirements of the Commodity Exchange Act of 1936, as amended. Moreover, certain Underlying Fund Managers may not be registered under

the Advisers Act. Accordingly, only a relatively small amount of publicly available information about Alternative Investments or Underlying Fund Managers will be available to CGMI in assessing an Alternative Investment and in providing advice to the Alternative Investments. In addition, it is likely that the CGMI will not be able to ascertain investment positions taken by many of the Underlying Funds in which the Alternative Investments invest and it is unlikely that CGMI will be able to effectively verify many of the valuations provided by Underlying Fund Managers. Alternative Investment Fund Managers Directive and the Alternative Investment Fund Managers Regulation. The EU Alternative Investment Fund Managers Directive (the “Directive”), as transposed into national law within the member states of the EU, and Alternative Investment Fund Managers Regulations 2013 (as amended) (“AIFM Regulation”) imposes requirements on non-EU and non-UK alternative investment fund managers (“AIFM”) that market alternative investment funds (“AIF”) to professional investors within the United Kingdom and EU. The Directive imposes certain disclosure and reporting requirements in relation to Alternative Investments (and, potentially, the investments held by them), compliance with which may involve additional costs. In parallel with the implementation of the Directive, certain member states of the EU also changed their domestic private placement rules, restricting the ability of Investment Managers and CGMI in similar ways and imposing additional disclosure, reporting and operational requirements. On April 15, 2024 the finalized text of a directive (known as “AIFMD II”) came into force. AIFMD II will apply in the EU from April 10, 2026, subject to grandfathering provisions. AIFMD II includes significant new or amended requirements in respect of, among other things, delegation, loan origination, liquidity risk management, data reporting, depositaries and public disclosure via the European Single Access Point. SFDR. The EU has adopted the Sustainable Finance Disclosure Regulation (“SFDR”), which sets out certain ESG and sustainability disclosure requirements for alternative investment fund managers undertaking fund management activities or marketing fund interests to investors within European Economic Area (“EEA”). The SFDR, along with other sustainability and ESG requirements that may, in the future, be imposed by other jurisdictions in which Investment Managers do business and/or in which the Alternative Investments are marketed, may result in additional compliance costs, disclosure obligations or other implications or restrictions on the Alternative Investments or for the Investment Managers, including the requirement to capture information or data about the Alternative Investments or their investments, undertake a periodic assessment of the principal adverse impacts of the Alternative Investments’ impact on sustainability factors and ensure certain portfolio investments follow good governance practices, which may require additional processes to be set up, including processes to capture data about the Alternative Investments or their investments, and lead to additional cost to be borne by the Alternative Investments. Both legal and market practices in relation to the SFDR are expected to develop further over time given expected changes in the underlying legislation, new regulatory guidance and changes in industry approach to disclosure and classification, which could result in additional compliance and reporting obligations for an Alternative Investment. Ultimately, the legal requirements and compliance burden to which an Investment Manager may be subject in relation to ESG could differ materially from the current legal requirements. This may result in additional costs being incurred by an Alternative Investment which could materially affect the total returns from the Alternative Investment to investors.

European Market Infrastructure Regulation. Regulation (EU) No 648/2012 (“EMIR”) governs the execution, collateralization and clearing of derivative contracts. EMIR applies primarily to “financial counterparties” (“FCs”) such as EU-authorized investment firms, credit institutions, insurance companies, Undertakings for Collective Investment in Transferable Securities and alternative investment funds, such as the Alternative Investments, and “non-financial counterparties” (“NFCs”) which are entities established in the EU, that are not financial counterparties. NFCs whose transactions in over the counter (“OTC”) derivative contracts exceed EMIR’s prescribed clearing threshold (“NFC+s”) are generally subject to more stringent requirements under EMIR than NFCs whose transactions in OTC derivative contracts do not exceed such clearing threshold (including because such contracts are excluded from the threshold calculation on the basis that they are entered into in order to reduce risks directly relating to the NFC’s commercial activity or treasury financing activity). Directive 2014/65/EU on markets in financial instruments and Regulation (EU) No 600/2014 of 15 May 2014 on markets in financial instruments (“MiFID II”) requires certain derivative contracts between FCs and NFC+s in sufficiently liquid OTC derivatives to be executed on a trading venue that meets the requirements of the MiFID II regime. Securitisation Regulation. To the extent the Alternative Investments are actively marketed to investors domiciled or having their registered office in the EEA or the United Kingdom, the EU Securitisation Regulation (EU) 2017/2402 (the “EU Securitisation Regulation”) or the new securitisation rules in the United Kingdom may prohibit the Alternative Investments from acquiring securitization positions that do not comply with the EU’s or the United Kingdom’s risk retention criteria, where the securities/instruments of such securitizations were issued on or after January 1, 2019. The EU’s or the United Kingdom’s risk retention criteria for securitizations may not be aligned with the criteria for securitizations under the laws of other non-EU or UK jurisdictions, where such laws exist, including under U.S. law. This could result in the Alternative Investments being prohibited from acquiring positions in certain securitizations or similar structures, whether originated in the EU or the United Kingdom or otherwise, notwithstanding that such transactions would otherwise be permitted in accordance with the Alternative Investments’ investment strategy/restrictions. Data Privacy Regulation. The SEC adopted changes to Regulation S-P, which took effect on December 3, 2025. Regulation S-P establishes data privacy requirements for SEC-registered investment advisers, broker-dealers, and investment companies, including the obligation to adopt written policies and procedures dressing administrative, technical, and physical safeguards for the protection of client records and information. The amendments to Regulation S-P require covered entities to adopt an incident response program that governs their response to any unauthorized access of client information and which must include certain breach notification procedures with respect to affected individuals. While CGMI will endeavor to comply with all such requirements, there is a risk that we will be unable to prevent breaches and other unauthorized access to our systems and personal client information. In addition, governments worldwide continue to introduce new regulations and amend existing privacy laws, creating a challenging compliance environment for businesses. The costs of compliance as well as the consequences of noncompliance with global privacy and data security requirements may adversely affect the Alternative Investments. Further, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other laws or regulations of an applicable jurisdiction, such as anti-money laundering laws and regulations. If an Alternative Investment is unable to provide information to an Underlying Fund due to such conflicting requirements, the Underlying Fund Managers may determine to

take any actions permitted by the relevant Underlying Fund agreements or required by applicable law. These actions may include freezing the Alternative Investment’s investment in the Underlying Fund or compulsorily withdrawing the Alternative Investment from the Underlying Fund. Any such action by the Underlying Fund Managers could have a material adverse effect on the Alternative Investments. Related Party Transactions. Certain Underlying Funds may enter into related party contracts and transactions with their respective affiliates. To the extent that the terms of any such contract or transaction are more favorable to such affiliates than could be obtained in arm’slength negotiations with unrelated third parties for similar services, the value of the Alternative Investments’ investments in such Underlying Funds will? be adversely affected. Limitations on Disclosure. Alternative Investments may be subject to various confidentiality restrictions with respect to Underlying Funds, as set forth in the relevant Underlying Fund documents, and as a result may be limited in disclosing to investors any non-public information regarding Underlying Funds (including actual or potential investments and portfolio entities) and Underlying Fund Managers. As a result, investors may not receive the level of information regarding Underlying Funds and Underlying Fund investments as they would if they were to invest in the Underlying Funds directly. In addition, as a result of the application of certain requirements to certain categories of investors and not others, some investors may receive different or additional disclosures than other investors that are not similarly situated. Citigroup’s Provision of Advisory, Financing or Other Services. In the regular course of business, and subject to the Bank Holding Company Act and other applicable law, Citigroup from time to time is engaged to act, and seeks to act, as a financial advisor in connection with the offering, sale or purchase of investments made by, or investments similar to the investments intended to be made by the Alternative Investments, and in addition from time to time provides lending and other related financing services in connection with such transactions. The compensation for such activities is usually based upon realized consideration that is contingent, in substantial part, upon closing. Because such compensation will in many cases be payable at, and contingent upon, the closing of such transactions, Citigroup’s interests may conflict with those of the Alternative Investments to the extent that the Alternative Investments purchase such investments. The potential for such compensation incentivizes Citigroup to engage in the offering, sale or purchase of investments that compete with the investments of the Alternative Investments. In the regular course of business, and subject to the Bank Holding Company Act and other applicable law, Citigroup from time to time is engaged to act, and seeks to act, as financial advisor to a potential third-party buyer of a potential investment that an Alternative Investment also seeks to buy, or a potential buyer of an existing entity or any assets or businesses held by an existing entity. In the ordinary course of its business, and subject to the Bank Holding Company Act and other applicable law, Citigroup and its affiliates hold, or deal in obligations of, or interests in, and generally engage in any kind of commercial or investment banking or other business in connection with the entities in which Alternative Investments invest. In this regard, Citigroup and its affiliates lend, extend credit, provide credit protection, originate, sponsor, securitize, act as a derivatives counterparty, or otherwise participate in transactions constituting certain investments of the Alternative Investments. These relationships may create conflicts of interest between the Alternative Investments and the investors. Citigroup and its affiliates may act with respect to such activities regardless of whether any such relationship or action might have an adverse effect on such investments, an Alternative Investment, or any

investor. For example, Citigroup and its affiliates may act as arranger, dealer, provide quotations, own interests, buy, sell, or exercise voting or consent rights, and in each case such activities may be conducted or exercised in a manner that may be adverse to the interests of the Alternative Investments and investors. Subject to compliance with the Bank Holding Company Act and other applicable law, Citigroup or one or more of its affiliates may provide financing to the Alternative Investments or may act as placement agent or provide other services to the Alternative Investments in connection with a sale of the Alternative Investments’ assets and/or entities in which the Alternative Investments invest or other third parties. CGMI will approve such transactions only on terms, taken as a whole, believed by CGMI to be fair and reasonable to an Alternative Investment. CGMI may, but is not obligated to, consult with a provisional advisory board in connection with such a determination. CGMI does not expect to convene a provisional advisory board unless it determines in its discretion that approval of a provisional advisory board would be required by the Advisers Act. As a secured lender, Citigroup or its affiliates may, and in the event of the borrower’s financial distress or insolvency will, have interests substantially divergent from those of the Alternative Investments, including investors. These circumstances will create conflicts of interest for Citigroup and the Alternative Investments. Qualified Financial Contracts. Regulations adopted by U.S. federal banking regulators now require that certain qualified financial contracts (including many derivatives contracts, securities lending agreements repurchase agreements, and fund distribution agreements) entered into with certain counterparties that are part of a U.S. or foreign banking organization designated as a global systemically important banking organization (including Citigroup, Inc.) include contractual provisions that limit or delay the rights of certain counterparties, such as the Alternative Investments, to exercise certain rights, including counterparties’ default rights (such as the right to terminate the contracts or foreclose on collateral) and restrictions on assignments and transfers of credit enhancements (such as guarantees) arising in connection with the banking organization or an applicable affiliate becoming subject to a bankruptcy, insolvency, resolution or similar proceeding. Qualified financial contracts are subject to a stay for a specified time period during which counterparties, such as the Alternative Investments, will be prevented from closing out a qualified financial contract if the counterparty is subject to resolution proceedings. These regulations prohibit the Alternative Investments from exercising default rights due to a receivership or similar proceeding of an affiliate of the counterparty. Implementation of these requirements by the Alternative Investments may increase credit and other risks relating to such investments. Additionally, CGMI may terminate its relationship with certain counterparties, including Alternative Investments, if such counterparties do not include the necessary contractual provisions in their agreements with CGMI. Investment Advisory Fee Payable Regardless of the Underlying Investments’ Performance. Generally, management fees will be required to be paid to an Investment Manager even if an Alternative Investment experiences net losses in a particular year or over the term of the Alternative Investment. In the event any management fees are payable to an Investment Manager, such fees will similarly be payable to the Investment Manager even if the applicable underlying investment experiences net losses. Extended Investment Period. In the event that an Investment Manager does not identify sufficient suitable investments for an Alternative Investment during the investment period or in the event that the identified investments do not have sufficient allocations available, there may be a material amount of uncalled commitments at the end of the investment period and

the Investment Manager may need to extend the investment period which would result in a delay in an Alternative Investment’s deployment of capital. Similarly, in the event that an Underlying Fund Manager does not identify sufficient suitable investments for an Underlying Fund during its investment period or in the event that the identified investments do not have sufficient allocations available, there may be a material amount of uncalled capital commitments at the end of the respective investment period and such Underlying Fund Manager may need to extend its investment period which would result in a delay in the deployment of capital by the relevant Underlying Fund and Alternative Investment. Compulsory Redemption. The documents governing the Alternative Investments generally grant the Investment Managers authority to require an investor to redeem its interest in an Alternative Investment under certain circumstances, such as where an Investment Manager determines that the continued participation by the investor in an Alternative Investment could have a material adverse effect on the Alternative Investment. Use of Underlying Fund Managers. Investment Managers may manage other accounts (including collective investment vehicles and accounts in which the Investment Managers may have an interest) that, together with accounts already being managed, could increase the level of competition for the same trades the Investment Managers might otherwise make, including the priorities of order entry. This could make it difficult to take or liquidate a position at a price indicated by an Investment Manager’s strategy. In investing in an Alternative Investment, investors will incur the costs of multiple levels of investment advisory services: the fees to CGMI and its affiliates as described more fully above, and the management and incentive and other fees paid, or allocations made, to the Underlying Fund Managers themselves. Such management and incentive and other fees may be payable from the initial closing of an Alternative Investment, even if, for a drawdown fund or similar investment, such Alternative Investment does not call capital following its initial closing. For example, investors will bear such fees from the initial closing of an Alternative Investment where amounts are advanced under a subscription facility. The asset-based fees of the Underlying Fund Managers generally are expected to range from 0.5% to 3%, and the performance-based allocations or fees of the Underlying Fund Managers generally are expected to range from 10% to 30% of net capital appreciation. CGMI and some Underlying Fund Managers may manage or invest in other funds or funds-of-funds, which would add additional layers of fees. In addition to advisory fees and its own investment and operational expenses, each Alternative Investment will incur its share of all of the expenses of the Underlying Funds, including, but not limited to, brokerage commissions and legal and accounting fees. It is possible that affiliates of the Investment Managers will receive fees or other compensation as a result of the Alternative Investments’ investments. CGMI may, and the Underlying Fund Managers of many, and possibly all, of the Underlying Funds will, be compensated through incentive fee or allocation arrangements. Under these incentive fee arrangements, CGMI, its affiliates and the Underlying Fund Managers may benefit from appreciation, including unrealized appreciation, in the value of the account, but may not be similarly penalized for realized losses or decreases in the value of the account. Such fee or allocation arrangements create an incentive for CGMI, its affiliates and the Underlying Fund Managers to make investments that are unduly risky or speculative. Because CGMI, its affiliates and the Underlying Fund Managers are compensated based on their performance and not the performance of the Underlying Funds or the Alternative Investments as a whole, some Underlying Fund Managers, CGMI may receive fees, including incentive fees or allocation, even though the relevant Underlying Funds or Alternative Investments as a whole are not profitable. In the event an Alternative Investment calls capital prior to the initial

closing of an Underlying Fund then investors will not receive a return on such capital unless and until it is contributed to the Underlying Fund. Underlying Fund Managers may provide limited transparency to CGMI into their respective investment activities and operations. While CGMI has policies and procedures in place to evaluate and monitor the operations of Underlying Fund Managers with whom the Alternative Investments invest, there can be no assurance that Alternative Investments will not be exposed to losses due to operational failure, business interruptions, or improper or illegal activities by Underlying Fund Managers. In addition, CGMI’s access to information about the Alternative Investments’ investments on a daily or regular basis will be limited. Investors in the various Alternative Investments typically have no right to demand such information. No assurance can be given that adequate diversification will occur, or that if it does, that it will increase, rather than reduce, potential net profits. The use of multiple Investment Managers may cause the Alternative Investments indirectly to hold opposite positions in an investment, thereby decreasing or eliminating the possibility of positive returns from such investment. To the extent that the Alternative Investments do, in fact, hold such positions, the Alternative Investments, each considered as a whole, may not achieve any gain or loss despite incurring expenses. CGMI will not have any control over the investments made by Underlying Funds. It will be difficult, if not impossible, for an Alternative Investment and CGMI to protect investors from the risk of any Underlying Fund Manager engaging in fraud, misrepresentation or material strategy alteration. Investors themselves will generally have no direct dealings or contractual relationships with any Underlying Fund Manager or the funds they manage. Generally, investment opportunities within the investment objectives of the Underlying Funds will be available to the Underlying Funds only if the Underlying Fund Managers determine that such investment opportunities are suitable for the Underlying Funds and will be subject to the Underlying Fund Managers’ investment allocation policies. Accordingly, not all investment opportunities that fall within the investment objectives of the Underlying Funds will be available to the Underlying Funds. Underlying Fund Managers may cause Underlying Funds to co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial, legal or regulatory difficulties or that such third-party co-investor’s interest may not be sufficiently aligned with the interest of the Underlying Funds. In addition, an Underlying Fund, and indirectly, an Alternative Investment, may in certain circumstances be liable for the actions of its third-party co-venturers. The Underlying Fund Managers and their affiliates may make additional investments separate and apart from, or alongside, the Underlying Funds. The Underlying Fund Managers and their affiliates may from time to time also engage in transactions with prospective and actual investors that entail business benefits to such investors or the Underlying Fund Managers or their affiliates. Certain Underlying Funds will generally be permitted to enter into contracts and transactions with Underlying Fund Managers and their affiliates, which may present a substantial conflict of interest. There is generally no limitation of the size or operating experience of the Alternative Investments. Some smaller Alternative Investments may lack management depth or the ability to generate internally or obtain externally the capital necessary for growth.

Other risks relating to the use of Underlying Fund Managers include: an Underlying Fund Manager’s dependence on a limited number of key professionals; significant future structural changes in an Underlying Fund Manager’s operations; an Underlying Fund Manager’s failure to comply with applicable legal, registration, tax or regulatory requirements; Alternative Investments’ “monetization” of “fair value,” which is a structural disadvantage of Alternative Investments that are hedge funds; human error and/or poor judgement on the part of an Underlying Fund Manager’s personnel and trade errors; and systems malfunctions and other operational failures. None of the Investment Managers nor any of their affiliates will be able to protect investors from the risk that the management team or any individual member of an Underlying Fund Manager engages in fraud, misrepresentation or material investment strategy alteration, any of which could have a material adverse effect on the Alternative Investments and the investors. Misconduct by Employees or Third-Party Service Providers. Misconduct by employees or thirdparty service providers of the Investment Managers could cause significant losses to the Alternative Investments. Employee misconduct may include binding the Alternative Investments to transactions that present unacceptable risks and unauthorized activities or concealing unsuccessful activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third-party service providers, including failing to record transactions or improperly performing custodial, administrative and other responsibilities. In addition, employees and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the business prospects of the Alternative Investments. There can be no assurance that the measures that the Investment Managers or their affiliates expect to implement to prevent and detect employee misconduct and to select reliable third-party providers will be effective in all cases. Third Party Litigation. An Alternative Investment’s investment activities will subject it to risks of becoming involved in litigation by third parties. Different investor groups may have qualitatively different, and frequently conflicting, interests. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Alternative Investments and would reduce net assets. Valuation Risks. Valuations of assets of the Alternative Investments’ directly or indirectly held positions involve uncertainties and require the application of business judgment. If such valuations should prove to be incorrect, the net asset value of an Alternative Investment could be adversely affected. Valuation of assets of the Alternative Investments is generally based on the net asset value of Alternative Investments reported by the Investment Manager in accordance with its practices and policies. (CGMI also calculates and reports assets under management based on these reports.) With respect to Alternative Investments that allocate to an Underlying Fund, valuation of the assets of such Alternative Investments is generally based on the net asset value of the relevant Underlying Fund reported by its Underlying Fund Manager in accordance with its practices and policies, without independent verification by CGMI. Such practices and policies may not be consistent among Underlying Fund Managers. These valuations may be based on unaudited financial records and, in some cases, may be only a preliminary or estimated calculation of the net asset value and, therefore, may be subject to adjustment (upward or downward) upon the auditing of such financial records. Because of the way they are compensated, one or more Underlying Fund Managers and/or CGMI each has an incentive to exaggerate the valuations of the investments it manages. Where the compensation of CGMI, its affiliates and/or an Underlying Fund Manager is tied to the net asset value of an Alternative Investment and their investments in Underlying Funds and such valuation includes gains which may never be realized, situations involving

uncertainties as to the valuation of the Alternative Investment’s assets could have an adverse effect on the net asset value or result in CGMI, its affiliates and/or an Underlying Fund Manager receiving compensation for gains that are never realized by the Alternative Investments if valuations should prove incorrect. If an Underlying Fund Manager were to incorrectly value or misrepresent the value of an investment by the applicable Underlying Fund, such incorrect value or misrepresentation could have a material adverse effect on the relevant Alternative Investment. Investment Managers have an incentive to overvalue their Alternative Investments for the purpose of inflating their “track records” to attract new investors and/or retain existing investors, and to the extent such valuations impact the fees paid to the Investment Managers. Conversely, Investment Managers managing funds that permit redemptions are incentivized to exercise any valuation discretion in a manner that undervalues less liquid assets, because under valuations of these assets could discourage redemptions. To the extent Investment Managers have authority to classify investments in a so-called “designated” or “side-pocket” investments, they have the incentive to so classify poorly performing illiquid assets if the effect of such classification results in higher fees to the Investment Managers or enables the Investment Managers to report better performance. Risk Management. CGMI’s and the AIMS team’s risk analysis team includes professionals with technical expertise in analyzing the risks of investing in Alternative Investments. Where applicable, CGMI believes that risk management for a fund of funds requires an understanding of market risk and leverage, at both the Alternative Investment level and Underlying Fund level. Accordingly, CGMI’s risk analysts maintain a proprietary risk management system that provides processes and tools designed for the complex strategies used by Alternative Investments. However, no risk management process is fail-safe, and no assurances can be given that CGMI’s risk management process will achieve its objective. From time to time, CGMI and AIMS may modify or change their respective risk management system each in their sole discretion. Borrowing and Leverage. The Alternative Investments are generally authorized to borrow funds in order to employ leverage, to manage liquidity and for any other purpose (as specified in their respective account documentation and governing documents). As a result, certain Alternative Investments may be highly leveraged at any given time. Such borrowings may be secured by a pledge of assets to the lender. Leverage increases the Alternative Investments’ exposure to capital risk and higher current expenses through greater exposure to losses, interest charges, fees imposed by lenders and transaction costs. The interest expenses or other costs incurred by the Alternative Investments in connection with a borrowing may not be recovered by appreciation in the investments carried, which could adversely affect the returns on the Alternative Investments. Any leverage at the Alternative Investment level will be in addition to the often substantial leverage (and related costs and expenses) employed by the Underlying Fund Managers both at the Underlying Fund level and the investment level, which would serve to further increase the risk associated with these positions. In some instances, management fees are payable in respect of borrowed amounts. In the event investments held by an Alternative Investment fail to perform as expected, suffer losses or fail to cover the cost of borrowings, and the Alternative Investment has incurred leverage, the value of the Alternative Investment’s interest in such investment will decrease more than if the Alternative Investment had not incurred such leverage and any adverse consequences will be magnified as a result. Repayment of any indebtedness by an Alternative Investment will be an obligation senior to the investment of the investors as equity holders of the Alternative Investment and such repayment obligation may prohibit distributions to investors from the Alternative Investment. Finally, decreases in the value of investments

made by an Alternative Investment may increase the effective amount of the Alternative Investment’s leverage and could result in significant adverse effect on the Alternative Investment, including the possibility of “margin calls” or mandatory liquidation of pledged securities or other assets to compensate for the decline in value. Certain Alternative Investments may borrow money pursuant to a subscription credit facility for purposes of providing interim financing to the extent necessary to consummate the purchase of underlying investments and/or pay expenses in advance of the receipt of capital contributions or distributions, as applicable. Any such subscription credit facility will be paid down at the relevant Investment Manager’s discretion and, as a result, there could be an extended period between the initial closing of the applicable Alternative Investment and its first capital call. As a result, it is possible that such Alternative Investment will not call capital for a significant period of time after its initial closing. The terms governing any such credit facility may include cross collateralization clauses whereby the assets of an Alternative Investment may be required to cover any default under a corresponding credit facility by another Alternative Investment and/or may include loan suspension rights whereby a lender may cease funding under such Alternative Investment’s credit facility upon any event of default under another Alternative Investment’s credit facility. These rights afforded to a lender could negatively impact such Alternative Investment either through the use of such Alternative Investment’s assets to cover a default by another Alternative Investment or by limiting an Alternative Investment’s ability to access borrowed funds in the event of a default by another Alternative Investment. Finally, certain lenders may require such Alternative Investment to cover fees and expenses (including attorneys’ fees) incurred by such lenders in connection with the negotiation and preparation of the documentation governing the applicable credit facilities, including with respect to such transactions that are ultimately unconsummated, and the payment of any such fees will increase overall expenses incurred by such Alternative Investment. Furthermore, borrowing may expose the Alternative Investments to adverse economic factors, such as a rise in interest rates. The value of such Alternative Investments may be significantly reduced should they be unable to generate sufficient cash in order to meet both debt servicing obligations and pay distributions to their investors. In connection with the incurrence of leverage by an Alternative Investment, such Alternative Investment may seek certain identifying information about the beneficial owners of its direct investors, including investors of the Alternative Investment and their beneficial owners and, to the extent relevant, nominee investors investing in the Alternative Investment through a Citigroup entity acting as nominee. While CGMI will seek to limit the provision of such information to the extent possible and will comply with applicable data privacy laws, the provision of such information may exceed the information that investors or nominee investors wish to share with Alternative Investments and their unaffiliated third-party lenders. Effect of Substantial Redemptions. With respect to Alternative Investments that allow periodic redemptions, substantial redemptions by investors within a short period of time could require an Investment Manager to liquidate positions more rapidly than would otherwise be desirable, which could adversely affect the value of an Alternative Investment’s assets. The resulting reduction in an Alternative Investment’s assets could make it more difficult to generate a positive rate of return or to recoup losses due to a reduced equity base. Because substantial redemptions may be funded by liquidating the more liquid assets in the portfolio, such redemptions may cause the remaining portfolio to be substantially less liquid overall. Substantial redemptions may also trigger penalty fees as assets are withdrawn from the Underlying Funds to fund such redemptions and/or trigger other limitations on redemptions such as gates and/or suspensions. Amounts due to redeeming investors may be reduced by any such penalties and other costs resulting from such redemptions.

Citigroup and its affiliates may hold a substantial percentage of an Alternative Investment’s assets but may withdraw their interests in such Alternative Investment at any time, subject to any lock-up provisions imposed by the Alternative Investment. Such a withdrawal or other substantial withdrawals could require withdrawal of an Alternative Investment’s investment in an Underlying Fund which could lead to a rapid liquidation of positions by the Underlying Fund, possibly reducing the value of the Alternative Investment’s assets. Effects of In-Kind Redemptions. Proceeds of an in-kind redemption may be distributed to an investor directly or indirectly through a distribution of, without limitation, interests in one or more special purpose vehicles holding assets owned by an Alternative Investment or participations therein. To the extent an investor is distributed interests in one or more special purpose vehicles holding participation interests in the assets of such Alternative Investment, an investor may continue to be at risk of such Alternative Investment’s business until all such assets are sold. The value of proceeds distributed in kind may increase or decrease before they can be sold either by an investor, if received directly, or by the Investment Manager of such Alternative Investment, if held through a special purpose vehicle. In the case of interests in special purpose vehicles, an investor will share a proportionate portion of the operating and other expenses borne by such vehicle, including possibly fees to an Investment Manager. Additionally, proceeds distributed in kind, either directly or indirectly, may not be readily marketable. The risk of loss and delay in liquidating these assets will be borne by investors. Furthermore, to the extent that an investor receives interests in one or more special purpose vehicles, such investor will generally have no control over when and at what price the assets in which such vehicles have an interest are sold. Investment Selection. CGMI will select investments on the basis of information and data prepared by the issuers of such securities or their Underlying Fund Managers or made directly available to CGMI by the issuers of the securities and other instruments or through sources other than the issuers. Although CGMI and AIMS each evaluate available information and data and seeks independent corroboration when it considers it appropriate and when it is reasonably available, neither CGMI nor AIMS are in a position to confirm the completeness, genuineness or accuracy of such information and data. Risk of Limited Number of Underlying Fund Managers; Lack of Diversification. An Alternative Investment may, as a result of client instructions or investment objectives, invest in one or a limited number of Underlying Funds or investments and, as a consequence, the aggregate returns of the Alternative Investment may be substantially and adversely affected by the unfavorable performance of even a single investment in such instance. Investors have no assurance as to the degree of diversification in an Alternative Investment’s investments. To the extent an Alternative Investment concentrates investment with one or more particular Underlying Funds or investments, the Alternative Investment’s overall performance may become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. A Fund of Funds’ or Co-Investment Fund’s assets may become concentrated with one or a limited number of Underlying Fund Managers or Underlying Funds. In that event, a Fund of Funds’ or Co-Investment Fund’s portfolio will be more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of the Underlying Fund(s) in question than a less concentrated portfolio. Proprietary Investment Strategies. Underlying Fund Managers may use proprietary investment strategies based on considerations and factors that are not fully disclosed to CGMI. These strategies may involve risks under some market conditions that are not anticipated by CGMI or the Underlying Fund Managers. Underlying Fund Managers generally use investment strategies that are different than those typically employed by traditional managers of portfolios of stocks and bonds. The investment niche, arbitrage opportunity, or market

inefficiency targeted by an Underlying Fund Manager may become less profitable over time as competing investors manage a larger group of assets in the same or similar manner (tending to arbitrage away the profit opportunities), or as market conditions change. The strategies employed by an Underlying Fund Manager may involve significantly more risk and higher transaction costs than more traditional investment methods. It is possible that the performance of some or all of the Alternative Investments may be closely correlated in some market conditions, resulting in significant losses to the Alternative Investments. Correlation Risk. The success or failure of an investment strategy that may be employed by certain Investment Managers may depend on the correlation between securities within the overall portfolio. In many cases, the strategy will be based on an assumption that historical pricing correlations accurately represent future correlations. In contexts where a strategy is based on identifying apparent pricing anomalies based on historical correlations, a short- or long-term change in those correlations could adversely affect the anticipated market gain achievable from trading on the basis of the strategy. Historical pricing patterns do not necessarily predict future pricing relationships, particularly during times of serious market disruption, unusual trading, or market events. Consequently, the adoption of certain strategies will not necessarily eliminate or modulate market risk. Since many strategies assume a continuation of historical pricing patterns, any substantial deviation from those patterns can result in volatility and losses. Cybersecurity Risk. Citigroup, CGMI, the Underlying Fund Managers, the Underlying Funds and each of their affiliates rely on the development and implementation of appropriate systems for their activities. They may rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions, and to generate asset, risk management and other reports that are utilized in the management and oversight of their activities. In addition, certain of their operations interface with or depend on systems operated by third parties, including loan servicers, custodians and prime brokers, and they may not always be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by computer “worms,” viruses and power failures. Such failures could cause settlement of trades to fail, lead to the inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the Alternative Investments’ ability to monitor their investment portfolios and their risks. Any such defect or failure could cause the Alternative Investments to suffer financial loss and/or disruption of their business, incur liability to clients or third parties, be subjected to regulatory intervention, or experience reputational damage. CGMI, the Alternative Investments, the Underlying Fund Managers, their service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are susceptible to operational, information security and related risks that could adversely affect CGMI, the Alternative Investments and their respective investors and clients despite the efforts of CGMI, the Alternative Investments, the Underlying Fund Managers and their service providers to adopt technologies, processes and practices intended to mitigate these risks and help 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 CGMI, the Alternative Investments, the Underlying Fund Managers and their investors. This malicious activity includes attempts at unauthorized access, the implantation of computer viruses or malware, and denial-of-service attacks. CGMI and its affiliates also experience large volumes of phishing and other forms of social engineering attempted for the purpose of

perpetrating fraud against CGMI, its affiliates, its associates, and/or its clients. Attacks may be carried out by causing disruptions and affecting business operations. A successful penetration or circumvention of the security of CGMI’s systems could result in the loss or theft of an investor’s data or funds, the inability to transact business, trade or access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, violations of applicable privacy and other laws or costs associated with system repairs. Such incidents could cause the Alternative Investments, CGMI or their service providers to incur regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, additional compliance costs or financial loss. Similar adverse consequences could result from cyber incidents affecting the investments in which the Alternative Investments invest, including those impacting the Underlying Fund Managers, issuers of securities and other interests, brokers, dealers, exchanges and other financial institutions and market operators. The increased use of mobile and cloud technologies, including as a result of the increase in work-from-home arrangements has heightened these and other operational risks, and any failure by CGMI and its mobile or cloud technology service providers to adequately safeguard the systems CGMI uses and prevent or quickly detect and remediate cyber attacks could disrupt CGMI’s operations and result in misappropriation, corruption or the loss of confidential or proprietary information. Similar types of operational and technology risks are also present for the Underlying Funds and the companies in which the Underlying Funds invest, which could have material adverse consequences for such companies or investments and may cause the Alternative Investments’ investments to lose value. Custody and Banking Risks. The Alternative Investments will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the Alternative Investments, their underlying investments and/or the Investment Managers transact may inhibit the ability of the Alternative Investments or their underlying investments to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Alternative Investments may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Alternative Investments. In the event of such a failure of a banking institution where an Alternative Investment or one or more of its underlying investments holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Alternative Investments and their affected underlying investments may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Alternative Investments or their underlying investments. One or more investors or an Investment Manager could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, an Investment Manager may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Risks of Artificial Intelligence (“AI”). The Investment Managers’ ability to use, manage and aggregate data may be limited by the effectiveness of its policies, systems and practices that

govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit an Investment Manager’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While an Investment Manager may restrict certain uses of third-party and open source AI tools, such as ChatGPT, the Investment Manager’s employees and consultants and an Alternative Investment’s underlying investments may use these tools, which poses additional risks relating to the protection of the Investment Manager’s and such underlying investments’ proprietary data, including the potential exposure of the Investment Manager’s or such underlying investments’ confidential information to unauthorized recipients and the misuse of the Investment Manager’s or third-party intellectual property, which could adversely affect an Investment Manager, an Alternative Investment or an Alternative Investment’s underlying investments. Use of AI tools may result in allegations or claims against an Investment Manager, an Alternative Investment or an Alternative Investment’s underlying investments related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in an Investment Manager’s and its employees’ and consultants’ decisionmaking, portfolio management or other business activities, which could have a negative impact on the Investment Manager or on the performance of an Alternative Investment and its underlying investments. AI tools could also be used against an Investment Manager, an Alternative Investment or an Alternative Investment’s underlying investments in criminal or negligent ways. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of an Investment Manager, an Alternative Investment or its underlying investments to utilize AI in the manner is has to-date, and may have an adverse impact on the ability of an Investment Manager, an Alternative Investment or its underlying investments to continue to operate as intended. Inflation and Deflation Risk. Inflation risk is the risk that the value of assets or income from the underlying investments in which the Alternative Investments invest will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the real value of such underlying investments could decline. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely or materially impair the ability of distressed issuers to restructure, which may result in a decline in the value of such underlying investments. Benchmark Risks. The London Interbank Offered Rate (“LIBOR”) was the offered rate at which major international banks could obtain wholesale, unsecured funding. The terms of investments, financings or other transactions (including certain derivatives transactions) to which an Alternative Investment may be a party have historically been tied to LIBOR. In connection with the global transition away from LIBOR led by regulators and market participants, LIBOR was last published on a representative basis at the end of June 2023. Alternative reference rates to LIBOR have been established in most major currencies (e.g., the Secured Overnight Financing Rate for U.S. dollar LIBOR and the Sterling Overnight Index Average for GBP LIBOR) and the transition to new reference rates continues. The transition away from LIBOR to the use of replacement rates has gone relatively smoothly but the full

impact of the transition on an Alternative Investment or the financial instruments in which an Alternative Investment invests cannot yet be fully determined. Interest rates or other types of rates and indices which are classed as “benchmarks” have been the subject of ongoing national and international regulatory reform, including under the European Union regulation on indices used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future, with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally, there could be other consequences which cannot be predicted. Inadvertent Concentration. It is possible that a number of Underlying Fund Managers might take substantial positions in the same strategy, security or trade at the same time. It is likely that CGMI will not be able to ascertain or control investment positions taken by the Underlying Fund Managers. This could interfere with a Managed Account’s, Fund of Funds’ or CoInvestment Fund’s goal of diversification or result in unforeseen exposures. Inadvertent concentration in strategies, positions or sectors will reduce portfolio diversification and may result in volatility and losses. No Current Income. An Alternative Investment’s investment policies should be considered speculative, as there can be no assurance that CGMI’s assessments of the short-term or longterm prospects of investments in the Alternative Investments will prove accurate. In view of the fact that there may be no assurance the Alternative Investments will make distributions, that such distributions may be infrequent and that investors may have limited rights to redeem from the Alternative Investments, an investment in an Alternative Investment is not suitable for investors seeking current income for financial or tax planning purposes. No Manager Liability Beyond Investment Assets. Subject to certain limitations that will vary between Investment Managers, an Investment Manager shall generally have no liability to an investor for the return of any investment in an Alternative Investment, it being understood that any such return shall be made solely from such Alternative Investment’s assets, if any. Indemnification. Investment Managers and other persons retained by an Alternative Investment are entitled to indemnification and/or exculpation for liability and losses incurred or arising out of their performance of services, except under certain circumstances, from the respective Alternative Investment as set forth in more detail in the respective account documents. An Alternative Investment may also enter into indemnification and other arrangements that impose limitations on liability with its service providers and other parties, including CGMI. To satisfy a particular debt or obligation, an investor may be required to make additional contributions or payments to an Alternative Investment. These indemnification and/or exculpation provisions will limit the right of CGMI, a client and/or an investor to maintain an action against such indemnified persons to recover losses or costs incurred by the client and/or investor as a result of actions or failures to act of any Underlying Fund Manager or other indemnified person.

Liability for Return of Distributions. Pursuant to applicable law and/or the relevant Alternative Investment governing documents, investors may be obligated to return cash distributions previously received from an Alternative Investment, in some instances with interest, and any such returns shall generally be required to be made without taking into account any taxes previously paid on such distributions. Reinvestment; Excess Contributions and Obligations. Pursuant to the relevant Alternative Investment governing documents, an Alternative Investment may reinvest distribution proceeds in additional investments, amounts distributed may be subject to recall, and/or an Alternative Investment may commit to invest or have investment obligations and liabilities that exceed its aggregate capital commitments or assets. Accordingly, an investor may be required to fund a cumulative amount in excess of its commitment, and an investor’s aggregate investment exposure may otherwise exceed its aggregate capital contributions to Alternative Investments. Early Termination. In the event of the early termination of an Alternative Investment, it is possible that, at the time of the associated sale or distribution, certain securities held by the Alternative Investment would be worth less than the initial cost or previously reported value of such securities, resulting in a loss to investors. Early termination of an Alternative Investment may lead to a rapid liquidation of the Underlying Funds, which may have a negative impact on performance. Alternative Investments may also be faced with limited liquidity because the interests in the Underlying Funds are not freely transferrable or subject to suspensions, gates and other restrictions. Successful Capital Raise. An Alternative Investment’s strategy and asset diversification are premised on raising a substantial portion of capital during its fundraising. An Alternative Investment may, however, hold its initial closing date at any time when CGMI determines in its sole discretion that a sufficient minimum of capital is ready to close. There is no guarantee that closings subsequent to the initial closing date will be held or that an Alternative Investment will achieve its capital raising goals. Prior to the final closing date, CGMI will consider the diversification and investment targets and will cause an Alternative Investment to comply with its investment restrictions based on certain assumptions. As a result, it is possible that an Alternative Investment’s ownership percentages with respect to its investments will exceed the diversification and investment targets or investment restriction percentages if the Alternative Investment does not achieve its capital raising goals. Certain Excluded Investments. Certain investment opportunities may not be offered to an Alternative Investment if participation in such investment could lead to an inability of the Alternative Investment to comply with regulatory requirements applicable with respect to it or such investments and the jurisdictions in which interests in the Alternative Investment are offered, including, without limitation, as a result of the unwillingness or inability of a proposed Underlying Fund Manager to provide the Alternative Investment with information and/or documentation necessary to facilitate the Alternative Investment’s compliance with such regulatory requirements. Furthermore, an Alternative Investment may not be able to participate in certain investments if the Alternative Investment’s participation could lead to the inability of the applicable investment or applicable Underlying Fund Manager to comply with regulatory requirements applicable to such investment or Underlying Fund Manager, including, without limitation, certain information disclosure or anti-money laundering requirements. Such circumstances could limit an Alternative Investment’s ability to participate in otherwise appropriate and potentially valuable investments. Follow-On Investments. Certain Alternative Investments may be called upon or CGMI may find it desirable to make follow-on investments to increase certain Alternative Investments’

investments in certain companies or to make investments in other issuers that help preserve, protect or enhance the value of an existing Underlying Fund. There can be no assurance that an Alternative Investment will want to make follow-on investments or that the Alternative Investment will have sufficient funds to do so. Any decision not to make a follow-on investment or the inability to make one could potentially have a substantial negative impact on an Underlying Fund. Moreover, to the extent that an Alternative Investment does not make a follow-on investment, an Underlying Fund may seek capital from other investors. Any such arrangements with other investors could rank senior to, and/or cause the dilution of, an Alternative Investment’s investment. There can be no assurance that CGMI will be able to predict accurately how much capital may need to be reserved by an Alternative Investment for participation in follow-on investments. If more capital is reserved than is necessary, then an Alternative Investment may receive a lower allocation of other investment opportunities or may not fully draw its capital commitments. If less capital is reserved than is necessary, then an Alternative Investment may not be able to fully protect or enhance its existing investment. Limited Operating History. Some Alternative Investments may be newly established and have no or limited operating or investment history. The past performance of the principals of, or entities associated with, the Investment Managers should not be construed as an indication of the future results of an investment in such Alternative Investments. Despite CGMI’s initial due diligence and ongoing oversight of an Underlying Fund Manager, an Underlying Fund and, indirectly, an Alternative Investment may suffer losses resulting from a failure of the Underlying Fund Manager’s operations, which may include, without limitation, inadequate business continuity policies and procedures or preparedness, procedural failures, weakness of operational controls, and fraud. Limited Voting Rights. The documents governing the Alternative Investments will generally provide that investors have no voting rights except in limited circumstances. Generally, investors will have no right to vote on many matters affecting the Alternative Investments, including, without limitation, the election and dismissal of directors, most amendments, supplements or other modifications to the governing documents of the Alternative Investments, a proposed merger and/or consolidation of the Alternative Investments or the liquidation of the Alternative Investments. No Direct Interest in Underlying Funds. Investors in Feeders will have no direct interest in Underlying Funds, will have no direct voting rights in Underlying Funds, will not be parties to Underlying Fund agreements, and, accordingly, will not have any standing, recourse or rights under Underlying Fund agreements, and they may not bring any action for any breach thereof against the Underlying Funds or Underlying Fund Managers. Timing of Investments in Underlying Funds. Decisions with respect to the timing of the initial closing of Underlying Funds and capital calls by Underlying Funds will be made by the Underlying Fund Managers and are not within the control of CGMI. It is possible that the initial closing of a potential Underlying Fund in which an Alternative Investment seeks to invest may occur after the initial closing of, and potentially after subsequent closings of, such Alternative Investment. Such delay may be significant, or the initial closing of such potential Underlying Fund may never occur. It is also possible that an Underlying Fund will not call capital for a significant period of time after its initial closing. Notwithstanding the timing of the initial closing of an Underlying Fund or its initial capital calls, Alternative Investments generally may have closings and call capital in accordance with their governing documents. During any period in which capital has been called to an Alternative Investment prior to the closing of an Underlying Fund, no preferred return will accrue.

Consequences of Default. Investors may not be required to pay the entire amount of their investment at the time of their investment in an Alternative Investment. Alternative Investments may call for portions of an investor’s commitment on an “as needed” basis. However, if investors fail to make amounts available at the request of an Alternative Investment within the time limits specified, they may forfeit a significant portion, and potentially all, of the amounts that they have already invested and forfeit their right to make further contributions to the Alternative Investment. Investors must therefore be able to make the entire amount of their uncalled commitments available at any time during the lifetime of such Alternative Investment. If an investor fails to pay when due installments of its commitment or satisfy its other payment obligations of an Alternative Investment when due, such Alternative Investment may be unable to pay its obligations when due. As a result, such Alternative Investment may be subjected to significant penalties that could materially adversely affect the returns to the investors in the Alternative Investment (including non-defaulting investors). In addition, if an investor in an Alternative Investment fails to fund its investment or make another required payment to the Alternative Investment and, as a direct result of such default, the Alternative Investment is unable to and fails to make all or any portion of any contribution or other payment to an Underlying Fund as required pursuant to the Underlying Fund agreement, an Underlying Fund Manager may treat the Alternative Investment as a defaulting investor under the Underlying Fund agreement. In this case, an Alternative Investment and the nondefaulting investors may bear costs and expenses in respect of a defaulting investor in an Underlying Fund. If an investor in an Alternative Investment defaults, CGMI or an affiliate may turn over such investor’s identification information to an Underlying Fund Manager or an affiliate to the extent permitted by law and the Underlying Fund Manager or an affiliate may exercise remedies directly against the investor. Substantial Fees and Expenses. The Alternative Investments are required to meet certain fixed costs, including organizational and offering expenses, investment-related expenses, and ongoing administrative and operating expenses (such as fees payable to service providers). These fees and expenses may be substantial and are payable regardless of whether any profits are realized by the Alternative Investments. Side Letters and Other Agreements. Some Alternative Investments may enter into separate agreements with certain investors, such as those that are affiliated with, or that are deemed to be involved in a significant or strategic relationship with, the Investment Managers, to waive or modify certain terms, or to allow such investors to invest in separate classes of interests or separate vehicles with different terms than those of the other investors, including, without limitation, with respect to fees, liquidity or depth of information provided to such investors concerning an Alternative Investment. Under certain circumstances, these agreements could create preferences or priorities for such investors with respect to other investors of an Alternative Investment. In addition, an Investment Manager may specifically allocate capacity with respect to some of an Alternative Investment’s investments to clients or investors who desire increased exposure to such investments. New classes of interests of an Alternative Investment may be established without the approval of the existing investors. Some Alternative Investments offer certain investors additional or different information and reporting than that offered to other investors. Such information may provide the recipient greater insights into an Alternative Investment’s activities than is included in standard reports to investors, thereby enhancing the recipient’s ability to make investment decisions with respect to the Alternative Investment.

Proprietary Assets. A percentage of a Fund of Funds’ or Co-Investment Fund’s assets may be indirectly held by Citigroup and its affiliates. These investments are not subject to any lockup provisions beyond those imposed by the relevant Underlying Fund, Co-investment or Fund of Funds, as applicable. There can be no assurance that the assets of Citigroup will remain invested in a Fund of Funds or Co-Investment Fund, as applicable, and Citigroup and its affiliates reserve the right to redeem at any time. In instances where such assets are provided to “seed” a fund, it is the intention of Citigroup and its affiliates to withdraw or redeem the Citigroup assets once sufficient assets (as determined by Citigroup) have been raised by a Fund of Funds or Co-Investment Fund from investors that are not affiliates with Citigroup. Any adverse impact on performance relating to the liquidation of positions to meet any withdrawal or redemption of the Citigroup assets will be borne by the investors. Capacity Restraints of Underlying Fund Managers. Underlying Funds may impose or be subject to capacity restraints. In the event that capacity with any one Underlying Fund Manager is limited or may be limited in the future, subject to CGMI’s allocation procedures, certain Managed Account clients may be allowed to invest ahead of other investors, even if such investors have previously allocated assets to such Underlying Fund Manager or its relevant Feeder, with the result that certain investors may no longer have any additional future capacity with such Underlying Fund Managers. Public Company Risk. As a consequence of CGMI being the indirect subsidiary of Citigroup, Inc, a publicly traded company, the officers, directors, members, managers and employees of CGMI may have duties or incentives related to the interest of Citigroup, Inc.’s shareholders that could differ from, and could conflict with, the interests of CGMI’s clients and investors in the Alternative Investments. Any such conflicts would not necessarily arise if Citigroup, Inc. was not publicly traded. Broken Deal Expenses. Alternative Investments can require extensive due diligence activities and regulatory approvals prior to investment, which may entail significant third-party expenses. In the event that an investment is not consummated, an Alternative Investment will bear all or some of such third-party expenses and any termination fees. The Foreign Account Tax Compliance Act (“FATCA”) May Subject Certain Alternative Investments to a Reporting Regime and Possibly Withholding Tax. All entities in a broadly defined class of foreign financial institutions (“FFIs”) are required to comply with FATCA or be subject to a 30% withholding tax on certain U.S. source payments made to the FFIs (including U.S. source fixed or determinable annual or periodical income such as dividends and interests). The FATCA rules also impose a 30% withholding tax with respect to certain payments made by FFIs that enter into an agreement with the U.S. Internal Revenue Service (“IRS”) that are attributable to withholdable payments (“foreign passthru payments”); however, the withholding requirement for foreign passthru payments is currently deferred until two years after the publication of final regulations defining the term “foreign pass-thru payments.” The Alternative Investments may be characterized as FFIs and, accordingly, subject to these rules, which are also subject to modification pursuant to an Intergovernmental Agreement (“IGA”). IGAs are generally intended to result in the automatic receipt by the IRS of tax information reported by an FFI to the government or tax authorities of the country in which the FFI is domiciled. FATCA also requires certain non-U.S. entities that are not FFIs to either certify they have no substantial U.S. beneficial ownership or to report certain information with respect to their substantial U.S. beneficial ownership, or be subject to the withholding rules described above. CGMI will have no control over whether an Underlying Fund or investment complies with FATCA, and non-compliance may reduce cash available to investors.

Legislative Developments in Tax Laws. Developments in the tax laws of the United States or other jurisdictions, which may be applied retroactively, could have a material effect on the tax consequences to Alternative Investments and their investors. Such legislation could affect investors even if not specifically targeted at such investors. Moreover, the interpretation and application of tax laws and regulations by certain tax authorities may not be clear, consistent or transparent. Prospective investors should consult their tax advisors regarding the status of any legislation and/or regulatory guidance on their investment in an Alternative Investment. Tax Information Provision. Failure by an investor to provide information, representations, certifications, waivers and forms requested, as required by applicable law, the subscription documentation of the applicable Alternative Investment or otherwise, could lead to adverse consequences for such investor, including mandatory withdrawal, delayed payment of redemption proceeds and/or mandatory tax withholding. Further, investors will be responsible for, and should expect to bear, a share of the economic burden of any withholding or other taxes that are paid or deemed paid with respect to an Alternative Investment and may not be able to obtain a refund of such taxes in the U.S. or a foreign tax credit in their local jurisdiction. Delayed IRS Schedules K-1. An Alternative Investment may not be able to provide IRS Schedule K-1s (or their equivalents) to investors who are subject to U.S. taxes for any given fiscal year until after April 15 of the following year. Investors subject to U.S. taxes may be required to obtain extensions of the filing dates for their federal, state, and local income tax returns. Appropriateness of Investment for Investors with Special Circumstances. An Alternative Investment may not be an appropriate investment for investors with special circumstances, such as non-U.S. investors or U.S. tax-exempt investors. Such investors should review the more detailed risk factors set forth in the relevant offering memorandum and other productspecific information provided by the product or CGMI and consult their tax advisors as to the tax consequences of participating in an Alternative Investment.

The SEC alleged that CGMI omitted material information from investor presentations, including failure to disclose that a substantially higher leverage could be used than was disclosed and that mark-ups on trades would be charged, that caused the investors to suffer significant losses. Without admitting or denying the findings, CGMI agreed to cease and desist from violating Section 17(a)(2) of the Securities Act and pay disgorgement of $624,458.27, prejudgment interest of $89,277.34, and a civil money penalty of $2,250,000.00.

TRAK Fund Solution Settlements CGMI settled two matters relating to overcharges in certain advisory client accounts. The overcharges related primarily to the TRAK Fund Solution program, which CGMI offered between 1991 and 2011. On January 26, 2017, the SEC issued an Order finding that CGMI violated various provisions of the Investment Advisers Act of 1940 by overcharging or causing to be overcharged approximately 60,000 advisory client accounts in the amount of $18 million and by failing to keep proper books and records with respect to maintenance of client contracts. Those overcharges had, at the time of the Order, been reimbursed with interest, to the extent they could be identified. Pursuant to the Order, CGMI agreed to pay disgorgement and prejudgment interest in the amount of $4,000,000, pay a civil money penalty in the amount of $14,300,000 and undertake certain reporting obligations to the SEC and remedial actions to the extent not already implemented. Copies of the Order can be obtained at www.sec.gov/litigation/admin/2017/34-79882.pdf or from your CGMI representative. On January 12, 2017, the New York Attorney General’s Office (“NYAG”) and CGMI entered into a settlement in which the NYAG found that CGMI had violated the Martin Act and Executive Law § 63(12) by overcharging certain advisory client accounts. CGMI agreed to pay a monetary penalty in the amount of $1,000,000 and undertake certain reporting obligations to the NYAG. FINRA Claims Related to Research Ratings On December 28, 2017, CGMI entered into a settlement with FINRA. As part of that settlement, FINRA alleged that for a period of time, CGMI displayed (both internally and externally) inaccurate research ratings for certain equity securities. FINRA alleged that this inaccuracy, which resulted from errors in the electronic feed of ratings data that the firm provided to its clearing firm, caused CGMI to display the wrong rating for some covered securities (e.g., “buy” instead of “sell”), display ratings for other securities that CGMI was not actively covering at the time, and not display ratings for securities that CGMI, in fact, rated. FINRA also alleged that CGMI failed to establish and maintain a supervisory system and written supervisory procedures designed to ensure the accurate and complete dissemination of research ratings. Without admitting or denying the allegations, CGMI consented to a censure, a fine of $5.5 million, and an undertaking to pay compensation of at least $6 million to customers who were solicited to purchase or sell securities affected by the ratings display issues.

securities and commodities exchanges in the United States and the Financial Industry Regulatory Authority (“FINRA”). Certain Funds of Funds operate under relief from commodity pool operator reporting requirements pursuant to CFTC Rule 4.7, other Funds of Funds, Co-Investment Funds and the Managed Accounts are operated in accordance with the certain applicable exemptions from commodity pool operator and commodity trading advisor registration, as applicable, in each case as described in the applicable account documentation. Material Relationships or Arrangements with Certain Related Persons Broker-Dealer CGMI, a registered broker-dealer, and CPA, a registered broker-dealer, each serve as a distributor or placement agent of the Funds of Funds, Co-Investment Funds and Managed Accounts. Citibank, N.A. and other Citigroup affiliated entities also serve as distributors or placement agents for these CGMI-advised funds and accounts. Such affiliated distributors charge placement or other fees to clients as provided in the relevant account documentation. CGMI, CPA and certain other affiliated placement agents may also receive from a Portfolio Manager an investor servicing fee which may give such placement agents an incentive to place investments in Alternative Investments with higher servicing fees. In addition, the Distributors may share in certain fees paid to CGMI in its capacity as investment manager to an Alternative Investment. See Item 5 “Fees and Compensation” and “Compensation from Portfolio Managers” below. Custodian Citibank, N.A., a national bank, serves as custodian for the assets in the Managed Accounts and it has appointed an unaffiliated sub-custodian for some Managed Accounts, as described in Item 4, above. This arrangement is fully disclosed in the Managed Accounts terms and conditions. Banking Institutions As described above, certain Citigroup affiliates serve as distributors or referral agents for CGMI-advised funds and accounts. As described in Item 4 “Services Provided: Managed Accounts,” Citibank, N.A. and other Citigroup affiliates provide administrative, custodial and other services to the Managed Accounts. Certain Funds of Funds and Co-Investment Funds may retain Citibank, N.A. to provide certain cash account services. Material, Non-Public Information As a result of the activities of, and investments made by, CGMI and its affiliates for their own and others accounts, CGMI may acquire confidential or material non-public information and therefore be restricted from initiating certain transactions. Disclosure of such information to CGMI’s personnel responsible for the affairs of Alternative Investments will be on a need-toknow basis only, and Alternative Investments may not be free to act upon any such information. Therefore, Investment Managers of Alternative Investments may not be provided access to material non-public information in the possession of CGMI that might be relevant

to an investment decision to be made by an Investment Manager of an Alternative Investment, and an Investment Manager of an Alternative Investment may take actions that, if such information had been known to it, may not have been undertaken. In the event any material non-public information is disclosed to any of the personnel of CGMI, any provisional advisory board member or any other person responsible for the affairs of an Alternative Investment, then such Alternative Investment may be prohibited by applicable securities laws and CGMI’s internal policies from acting upon any such information. Due to these restrictions, such Alternative Investment may not be able to take certain actions. CGMI and its affiliates have no obligation to seek information and there is no obligation on the part of CGMI, its affiliates or their personnel to make available to an Alternative Investment any information known or developed in connection with other clients or in connection with activities unrelated to such Alternative Investment. Compensation from Portfolio Managers Certain companies will pay CGMI, CPA, or other affiliates of CGMI, as consideration for investor services provided by CGMI and its affiliates in connection with the investment in such company by the Fund of Funds, a servicing fee or upfront fee. Other investment vehicles may also pay CGMI, CPA or other affiliates servicing fees or upfront fees. See Item 5 “Fees and Compensation.” Such servicing fees and upfront fees may influence CPA, CGMI and such other affiliates to make positive statements about and to recommend investments in these Master Companies. CGMI and other Citigroup affiliates will receive fees or other compensation for services, including placement or distribution services, (including but not limited to financial advisory, prime brokerage, lending, investment banking and custodian services) rendered to the Portfolio Managers on the Citi platform (including the servicing fee) or to issuers of any securities in which such Portfolio Managers invest. This arrangement presents certain conflicts of interest as the servicing fee and other fees or compensation payable to the CGMI and Citigroup-affiliated placement agents can vary among the Funds of Funds and Co-Investment Funds, which may give the Citigroup affiliated placement agents an incentive to propose investments in Funds of Funds and Co-Investment Funds with higher fees. The Funds of Funds and Co-Investment Funds will not share in any such compensation; however, Managed Account clients will receive rebates or credits of any servicing fees attributable to the Managed Accounts as provided in the relevant account documentation.

Certain representatives within CGMI are considered covered persons under the PTIP. This policy governs the manner in which the covered persons’ trading account information is made available to the firm’s compliance department and defines instances where pre-clearance or supervisory pre-approval may be appropriate. Covered persons are subject to a number of restrictions including 1) prohibition on conduct of personal trades in securities for which they are in possession of material, non-public information; 2) prohibition on securities noted on the firm’s restricted list; and 3) prohibition on trading in securities where new and material research has been published. Other restrictions exist with respect to “new issue”/public offerings and trading of Citigroup shares. Covered persons are further prohibited from engaging in market timing strategies with respect to mutual fund transactions in covered accounts. Certain supervisory staff are responsible for reviewing all personal trading activity of their covered employees for indications of improper trading activity and insider trading. When CGMI personnel purchase or sell certain securities for their own accounts on the same day that transactions in these securities are affected for client accounts, the price paid or realized by advisory personnel generally may not be more advantageous than the price at which the client transactions are effected. If orders by CGMI personnel are part of a batched client order and the entire block of securities is then not executed on the same day, no part of the order executed is permitted to be allocated to any advisory personnel. The Code of Ethics describes the standards of business conduct for CGMI’s investment advisory business, including the fiduciary obligations owed to the clients and the obligation to comply with applicable laws. The Code of Ethics incorporates and is supplemented by other Citi policies and procedures, including policies and procedures designed to protect the flow of material non-public information and the confidentiality of client information and those imposing personal trading and investment restrictions, maintenance of personal securities trading accounts and reporting of personal securities holdings and transactions. The purposes of the Codes of Ethics and the related policies and procedures include minimizing potential conflicts of interests between employees and investment advisory clients and assuring compliance with applicable laws and regulations. Each person covered under the Code of Ethics receives a copy of the Code of Ethics upon being designated as a covered person and annually thereafter. They must sign an attestation that indicates that they have read and understand such Code of Ethics. In conjunction with this attestation, all covered persons are required to report any violation or potential violation of which they might become aware. A copy of the Fiduciary Code of Ethics will be provided to any client or prospective client who mails a written request to: Citigroup Global Markets Inc. 388 Greenwich Street, 29th Floor New York, NY 10013 Attention: Robert Cole, Global Head of Wealth Independent Compliance Risk Management Participation and Interest in Client Transactions CGMI and its affiliates from time to time recommend securities in which they directly or indirectly have a financial interest and may buy and sell securities that are recommended to clients for purchase and sale. They also may provide advice and take action in the performance of their duties to clients which differs from advice given, or the timing and nature of action taken, for other clients’ accounts. Moreover, CGMI or any of its affiliates may advise

or take action for itself or themselves differently than for clients. In addition, CGMI, its affiliates, and employees, may invest with any investment manager. Citigroup and certain of its affiliates manage a number of affiliated funds and investment products for their own account that may invest in Alternative Investments. CGMI or its affiliates may, from time to time, act as principal for their own accounts in connection with a Fund of Funds’ or Co-Investment Fund’s securities transactions. CGMI or its affiliates may retain any profits that they may make in such transactions. Subject to applicable law, CGMI or its affiliates may retain any commissions, remuneration or other profits which may be made in such transactions. From time to time, CGMI imposes restrictions to address the potential for self-dealing by CGMI and conflicts of interest that may arise in connection with CGMI’s businesses. CGMI has adopted various procedures to guard against insider trading. However, CGMI personnel are not subject to additional personal trading restrictions, such as extended blackout periods, that are applicable to CGMI employees who are associated with an affiliated manager. Conflicts of Interest Between Citi Ventures and iCapital Citi Ventures, Inc. (“Citi Ventures”), an affiliate of Citigroup, has made a minority equity investment, and owns a non-controlling interest, in iCapital. As a result of this equity investment, Citi Ventures may receive dividends, proceeds and/or other consideration from iCapital, the level of which will vary depending on iCapital’s overall performance. Citi Ventures’ investment creates conflicts of interest. In addition, Citi Ventures’ investment in iCapital creates an incentive for the participating broker-dealers to offer clients funds sponsored, controlled, advised, or contracted with iCapital or its affiliates instead of funds sponsored, controlled, or advised by other asset managers. A representative appointed by Citi Ventures will serve as an observer to the board of directors of iCapital, and in such capacity will receive non-public information about iCapital that it will not be able to share with the participating broker-dealers or its clients. As a result of possessing such non-public information, the participating broker-dealers may be unable to take certain actions for the benefit of their clients that they would be able to take in the absence of such non-public information. The inability to take such actions may be detrimental to the participating brokerdealers and their clients. Secondary Sales of Fund Investments CGMI, subject to applicable law, may, in its sole discretion, seek to sell on the secondary market an Alternative Investment’s interest in any Underlying Funds late in the life of the Alternative Investment in order to facilitate the timely liquidation of the Alternative Investment. There can be no guarantee that any such secondary sales will maximize value of such Underlying Funds in the same manner as if such Underlying Funds were not sold as a secondary sale. Additionally, Alternative Investments may be invested side by side in an Underlying Fund but may have conflicting objectives depending on the investment strategy of the Alternative Investments and where the Alternative Investments are in their life cycles. CGMI may face conflicts of interest with respect to determinations to cause an Alternative Investment to sell an interest in an Underlying Fund and a competing determination to cause another Alternative Investment to retain an interest in the same Underlying Fund. Finally, in the event that a representative of CGMI is a member of an advisory committee of an Underlying Fund in which the Alternative Investments are invested, such representative may face conflicts of interest

with respect to participation in decisions of such advisory committee and managing competing concerns of the Alternative Investments in connection with such decision making. Follow-on Investment Opportunities Investments to finance follow-on acquisitions may be part of the business of certain Alternative Investments. Follow-on investments present conflicts of interest, including determination of the equity component and other terms of the new financing. In addition, the Underlying Funds may participate in releveraging and recapitalization transactions involving portfolio investments in which Alternative Investments have invested or will invest. Recapitalization transactions may present conflicts of interest, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Investments by Citigroup, Citigroup Clients, Alternative Investments and Employees Under certain circumstances, an Alternative Investment may be offered an opportunity to make an investment in connection with a transaction in which Citigroup, a Citigroup client, another Alternative Investment or an individual at CGMI or its affiliates is expected to participate or in an entity in which Citigroup, a Citigroup client, an Alternative Investment or an individual at CGMI or its affiliates already has made, or concurrently will make, an investment. In connection with such investments, an Alternative Investment (including any Underlying Fund), on the one hand, and Citigroup, a Citigroup client, other Alternative Investment(s) (including any Underlying Fund) or an individual at CGMI or its affiliates, on the other hand, may have conflicting interests and investment objectives, including with respect to the operation of the entity, the targeted returns from the investment and the timeframe for and method of exiting the investment. In addition, the terms of an Alternative Investment’s investment, including the type of security purchased, may be different from the terms of Citigroup’s, a Citigroup client’s, another Alternative Investment’s or an individual at CGMI or its affiliates’ investment. If an Alternative Investment invests in a different type of security from the security purchased by Citigroup, a Citigroup client, another Alternative Investment or an individual at CGMI or its affiliates, additional conflicts may arise, in particular if the entity experiences financial difficulties. If an entity in which Alternative Investments, Citigroup, a Citigroup client or an individual at CGMI or its affiliates hold different classes of securities 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). For example, a debt holder may be better served by a liquidation of the entity in which it will be paid in full, whereas an equity holder might prefer a reorganization that could create value for the equity holders. It is possible that Citigroup, a Citigroup client, an Alternative Investment or an individual at CGMI or its affiliates will invest in a company which is or becomes a competitor of an investment of another Alternative Investment (including an Underlying Fund). Such investment could create a conflict between an Alternative Investment (including an Underlying Fund) and Citigroup, such Citigroup client, other Alternative Investments or such individual at CGMI or its affiliates. In such a situation, Citigroup may also have a conflict in the allocation of investment banking resources to the investment. Conflicts will also arise in cases where an Alternative Investment (including an Underlying Fund) makes an equity or other subordinated investment in an entity that has issued or is

issuing a senior mezzanine or debt security to Citigroup, a Citigroup client, another Alternative Investment or an individual at CGMI or its affiliates. For example, an Alternative Investment with a similar investment objective may make a mezzanine investment or a loan to an entity in which another Alternative Investment has an equity investment. In negotiating the terms and conditions of any such mezzanine investment or loan or in addressing any subsequent amendments, an Alternative Investment may have interests that will conflict with those of another Alternative Investment. In such circumstances, Citigroup will take such actions as may be necessary or appropriate, within the context of the Alternative Investment agreements, to attempt to ameliorate such conflict, such as referring the matter to the applicable Investment Manager for resolution through the Alternative Investment’s conflicts process, disposing of the security giving rise to the conflict or relying on an unaffiliated third party to negotiate the terms of any restructuring (and upon taking such actions Citigroup and its affiliates will be relieved of any responsibility for such conflict). However, there can be no assurance that Citigroup will be able to satisfactorily ameliorate the conflict, and such conflict may be resolved to the detriment of an Alternative Investment (including an Underlying Fund). If an entity in which an Alternative Investment (including an Underlying Fund) has an investment and in which Citigroup has an equity or senior debt investment becomes distressed or defaults on its obligations under the investment, Citigroup may have conflicting loyalties between its duties to such Alternative Investment and to Citigroup affiliates. It is possible that in a bankruptcy proceeding an Alternative Investment (including an Underlying Fund)’s interest may be subordinated or otherwise adversely affected by virtue of the involvement and actions of Citigroup relating to its investment. Conflicts will also arise in connection with any purchase or sale of an entity, or assets or businesses held by an entity, from or to Citigroup, a Citigroup client, an Alternative Investment or an individual at CGMI or its affiliates, including with respect to the amount of consideration offered or paid by or to, and the obligations and rights of, Citigroup, such Citigroup client, such Alternative Investment, or an individual at CGMI or its affiliates. Employees and related persons of CGMI and its affiliates may make large capital investments in or alongside Alternative Investments, and therefore may have additional conflicting interests in connection with joint investments. In addition, an Alternative Investment may allow certain employees of CGMI and its affiliates to invest on preferential terms, including preferential terms relating to fees, minimum investment and other requirements. Subject to applicable law, certain Alternative Investments and/or employees of Citigroup may also invest directly in the Underlying Funds. Any such Alternative Investments or employees investing directly in the Underlying Funds will not be investors of an Alternative Investment and thus will not bear any fund level expenses (including investment advisory fees, administration fees, and organizational and offering expenses attributable to an Alternative Investment), but they may be charged a one-time fee payable upon subscription to the distributors. Similarly, subject to applicable law, certain Alternative Investments and/or employees of Citigroup may also hold (directly or indirectly), ownership interests in Underlying Fund investments. Any such Alternative Investments or employees investing in such ownership interests will have interests that may conflict with the interests of applicable Underlying Fund or Alternative Investment. As a result, CGMI, as investment adviser to any such Alternative Investments may have conflicting loyalties between its duties to each Alternative Investment.

Relationship to the Underlying Funds In the regular course of business, and subject to applicable law, Citigroup may be engaged to provide, or may seek to provide, investment banking, financial advisory and/or other similar services to the Underlying Fund Managers, the Underlying Funds and any other member of the Underlying Fund group. Provisional Advisory Board Members CGMI does not expect to convene a provisional advisory board for an Alternative Investment unless it determines in its discretion that approval of a provisional advisory board would be required by the Advisers Act. Any provisional advisory board members will devote as much time to the provisional advisory board as the provisional advisory board members deem necessary, and would not be required to devote their full time and attention to the business of the Alternative Investments. Any representatives of the provisional advisory board may have various business and other relationships with CGMI and its partners, employees and affiliates. These relationships may influence the decisions made by such members of the provisional advisory board. In addition, any members of the provisional advisory board may also be members of another Citigroup client’s advisory board. In such instances, a conflict of interest would exist because the clients on which such overlapping provisional advisory board members may have conflicting interests and such members may be requested to provide their consent with respect to such conflicts of interest and will not recuse themselves from any such vote. Client Relationships Citigroup has, and will in the future develop, relationships with a significant number of companies and their senior managers, including relationships with clients who may hold or may have held investments similar to the investments intended to be made by the Alternative Investments, clients that may themselves represent appropriate investment opportunities for the Alternative Investments or clients that may compete with the Alternative Investments for investment opportunities. In addition, Citigroup has relationships with leveraged buyout firms, private equity sponsors and other investors (including institutional investors and their senior management) who may invest or may have invested in private equity investment opportunities that fall within the Alternative Investments’ investment objectives. In providing services to its clients, Citigroup will face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand, and the Alternative Investments, an investor or the investment, on the other hand. Citigroup will also face conflicts of interest in connection with any purchase or sale transactions with a Citigroup client (involving an investment by the Alternative Investments). These conflicts include conflicts with respect to the consideration offered by, and the obligations of, such Citigroup client. Citigroup may owe a fiduciary duty to its clients that may make the interest of Citigroup adverse to that of the Alternative Investments. In addition, existing client relationships may give rise to conflict of interest situations relating to investment opportunities discovered by Citigroup and their referral to the Alternative Investments. These client relationships will present conflicts of interest that could otherwise result in the Alternative Investments being precluded from making certain investments. In addition, CGMI may take into consideration these relationships in its management of the Alternative Investments. Accordingly, there may be certain investments that the Alternative Investments will not make in view of such relationships.

Commercial and Investment Banking Fees To the extent permitted by applicable law, in connection with the provision of financial services, Citigroup may receive commercial banking, investment banking (including underwriting fees and distributors fees), advisory and other fees from the Alternative Investments and their affiliates or other parties engaged in transactions in which the Alternative Investments invest and their affiliates. For example, fees might be paid to Citigroup for providing these services in connection with: (i) the acquisition, disposition or sale of companies; (ii) equity or debt financings; (iii) loans or credit lines extended to the Alternative Investments or their affiliates; and (iv) other commercial and investment banking services. Following the consummation of an investment by the Alternative Investments, Citigroup may also receive normal and customary commercial or investment banking fees with respect to private placements, financial advisory and other commercial and investment banking services provided to the Alternative Investments, companies and other parties engaged in transactions in which the Alternative Investments invest and their affiliates. Alternative Investments will not participate in any such fees, and such fees will not reduce any amounts otherwise payable by the Alternative Investments to CGMI. Lending and Loan Syndication Citigroup is engaged in the business of making, underwriting and syndicating senior and other loans to corporate and other borrowers, which may include companies in which the Underlying Funds have invested as a common stockholder or as another type of junior security holder. The holders of debt instruments and senior securities (which may include Citigroup, Alternative Investments and third parties) may, and in the event of the issuer’s financial distress or insolvency will, have interests substantially divergent from those of the Underlying Funds and the investors in the Underlying Funds, including an Alternative Investment. There can be no assurance that the interests of the Underlying Funds (and its investors) in any investment will not be subordinate to, or conflict with, those of Citigroup or its clients. Service Providers CGMI and/or its affiliates may engage certain service providers (including accountants, administrative agents, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to provide services to the Alternative Investments. These service providers and their affiliates may contract or enter into any custodial, financial, banking, advising, brokerage or other arrangement or transaction with the Alternative Investments. These service providers and their affiliates may engage in competitive activities, may earn fees from or receive or provide other consideration from such persons or entities, and may provide different advice or services or take different action for any other client or account, including their own accounts, from the advice or services they provide or action they take for the Alternative Investments. Service providers often charge varying amounts or may have different fee arrangements for different types of services provided. While CGMI often does not have visibility or influence regarding advantageous service rates or arrangements, there will be situations in which CGMI receives more favorable service rates or arrangements than the Alternative Investments. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required and the time demands of the service provider. As a result, to the extent the services required by CGMI or its affiliates differ from those required by the Alternative Investments, CGMI and its affiliates will pay different rates and fees than those paid by the Alternative Investments. There can be no guarantee that the Alternative Investments will receive the most beneficial terms offered by any particular service provider.

Services required by the Alternative Investments (including some services historically provided by CGMI or its affiliates to the Alternative Investments) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of CGMI. This can create a conflict of interest because CGMI has an incentive to outsource such services at the expense of the Alternative Investments to, among other things, leverage the use of CGMI personnel. Outsourcing may not occur universally for all CGMI clients, and, accordingly, certain costs may be incurred by an Alternative Investment for a third-party service provider that are not incurred for comparable services by another Alternative Investment. The decision by CGMI to initially perform a service for the Alternative Investments in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and CGMI has no obligation to inform the Alternative Investments or investors of such a change. Such services may also supplement or be performed alongside services performed by CGMI. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs and expenses of any such third-party service providers will be borne by the Alternative Investments. Service providers or their affiliates are, in certain circumstances, investors in the Alternative Investments or other Citigroup clients, or affiliates of such investors, and may include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors who provide services (including mezzanine and/or other lending arrangements). The engagement of any such service provider may be concurrent with an investor’s admission to the Alternative Investments or other Citigroup client, or during the term of such investor’s investment in the Alternative Investments or other Citigroup client. This creates a conflict of interest, as CGMI may give such investor preferred terms or enhanced information. In addition, CGMI will have a conflict of interest in recommending the retention or continuation of a service provider to the Alternative Investments if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in the Alternative Investments, or other Citigroup clients, or will provide CGMI information about markets and industries in which Citigroup operates, will provide other services that are beneficial to Citigroup and/or will provide financial sponsorship of events held by Citigroup. CGMI generally has an incentive to recommend the products or services of certain investors or prospective investors in the Alternative Investments, or other Citigroup clients, to the Alternative Investments for use or purchase, even though the products or services recommended may not necessarily be the best available to the Alternative Investments. Additionally, former Citigroup employees may also become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to Citigroup, CGMI and/or the Alternative Investments. During the period when such former Citigroup employees are employed by Citigroup, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by Citigroup or CGMI unless permitted to otherwise be allocated to the Alternative Investments. If a former Citigroup employee becomes an employee or consultant of a third party that also provides services to the Alternative Investments, such former Citigroup employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party service provider attributable to the former Citigroup employee working on the Alternative Investments will be borne entirely by the Alternative Investments and no such amounts will be subject to any offset arrangement on the basis that the person is a former Citigroup employee.

Other Conflicts of Interest As an indirect subsidiary of Citigroup, CGMI is a member of a large corporate conglomerate consisting of many affiliated entities. There may be situations in which the interests of an Underlying Fund or Alternative Investment may conflict with the interests of one or more general accounts of CGMI and/or Citigroup. In addition, Citigroup has existing and potential relationships with a significant number of institutions and individuals. Affiliates of CGMI engage in a broad spectrum of activities, including financial advisory activities, merchant banking, lending, arranging securitizations and other financings, sponsoring and managing private investment funds, engaging in broker-dealer activities, and other activities, and they have extensive investment activities that are independent from, and may from time to time present potential conflicts of interest with, CGMI’s clients. Many of these potential conflicts of interest arise in connection with the investment banking activities and other investment management activities of CGMI affiliates. CGMI has taken certain steps to ameliorate these potential conflicts of interest. CGMI is organizationally and legally separate from and reports through different channels from the investment banking businesses of Citigroup. CGMI’s compensation, including that of its employees, is independent of the activities of its affiliates (not including distribution activities related to CGMI’s advised funds and accounts), although CGMI has an inherent interest in the value of the Citigroup conglomerate. Information barriers have been erected that are designed to prevent the flow of non-public information between Citigroup’s investment management activities, which include CGMI, on the one hand and its investment banking and direct investment activities, on the other hand. CGMI affiliates may provide services to, invest in, advise, sponsor and/or act as investment manager to investment vehicles and other persons or entities which may have similar structures and investment objectives and policies to those of the Alternative Investments and/or the Underlying Funds and which may compete with the Underlying Funds for investment opportunities. CGMI and its affiliates may give advice and take action in the performance of their duties to clients and certain Alternative Investments that may differ from the timing and nature of actions taken with respect to investments made by other Alternative Investments (or the Underlying Funds in which they invest). In addition, CGMI and its affiliates, principals, directors, officers, employees and clients may themselves invest in securities that are investments of, or that would be appropriate for, the Underlying Funds and may compete with the Underlying Funds for investment opportunities. It is possible that such persons or entities will take positions either similar or opposite to positions taken in respect of Alternative Investments (or the Underlying Funds in which they invest). As a result of Citigroup’s compliance protocols, such as conflict walls, CGMI will not know about all potential conflicts of interest. Either Citigroup or CGMI may determine in its discretion to seek advice and approval regarding any particular conflict of interest from one or more conflict advisory boards that may be convened by Citigroup from time to time. Citigroup and CGMI shall each determine in its discretion whether to follow the advice and direction of any such conflict advisory board. Any such conflict advisory board will consist of officers and employees of Citigroup and will not be an independent body. Citigroup affiliates will receive fees (including but not limited to financial advisory, prime brokerage, lending, investment banking and custodian services) or other compensation for services rendered to the Underlying Fund Managers or to issuers of any securities in which such Underlying Fund Managers invest. The Alternative Investments will not share in any such compensation. In addition, Citigroup affiliates may earn higher fees or compensation for

services rendered to certain Alternative Investments by the Underlying Fund Managers, which may give Citigroup affiliates an incentive to make positive statements about these Underlying Fund Managers and to allocate additional capacity, or recommend allocation, to certain Underlying Fund Managers or Alternative Investments. Generally speaking, the officers and employees of CGMI will devote such time in respect of the Funds of Funds, Co-Investment Funds and Managed Accounts as they deem necessary to carry out the operations of such funds and accounts. However, officers and employees of CGMI are not necessarily required to devote full time to a given fund’s, account’s or clients’ business and they may have conflicts of interest in allocating their time between such fund, account or client and other related or unrelated activities. Investors in the Funds of Funds and Co-Investment Funds (including the general partners) are expected to include entities and persons located in various jurisdictions, who may have conflicting investment, tax and other interests with respect to their various investments. As a result, with respect to a particular Fund of Funds or Co-Investment Fund, conflicts of interest may arise in connection with decisions made by CGMI or its affiliates that may be more beneficial for one type of investor than another type of investor (including, for example, decisions made by CGMI whenever an Underlying Fund seeks an Alternative Investment’s vote, election, waiver or consent with respect to an Underlying Fund matter). CGMI will consider, among other factors, the investment, tax and other objectives of an Alternative Investment as a whole, and not those of any individual investor or group of investors. Due in part to the fact that potential investors in an Alternative Investment (including purchasers of an investor’s interests in a secondary transaction) may ask different questions and request different information, CGMI in certain circumstances provides certain information to one or more prospective investors that it does not provide to all of the prospective investors. CGMI will follow the investment objective and standards for resolving such conflicts set forth in each Fund of Funds’ or Co-Investment Fund’s governing documents—e.g., by focusing on the pretax investment objectives of a fund as a whole. Certain advisors and other service providers, or their affiliates, (including, without limitation, accountants, administrators, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to the Alternative Investments (or to the Underlying Funds or Co-Investments in which they invest) may also provide goods or other services to or have business, personal, political, financial or other relationships with CGMI, CGMI personnel or its affiliates. These relationships may influence CGMI in deciding whether to select or recommend such a service provider to perform services for the Alternative Investments and/or the Underlying Funds or Co-Investments in which they invest (the cost of which will generally be borne directly or indirectly by the Alternative Investment). In certain circumstances, advisors and service providers, or their affiliates, may charge different rates or have different arrangements for services provided to Alternative Investments (or to the Underlying Funds or Co-Investments in which they invest), CGMI and/or each of their affiliates as compared to services provided to the Alternative Investments, which may result in more favorable rates or arrangements than those payable by the Alternative Investments. CGMI personnel have family members that are actively involved in industries and sectors in which the Alternative Investments directly or indirectly invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers) or other industries, which gives rise to conflicts of interest. For example, such family members might be officers, directors, personnel or owners of companies which are actual or potential direct or indirect investments of the Alternative Investments or other counterparties of the Alternative Investments, Underlying Funds and Underlying Fund

investments. Moreover, in certain instances, an Underlying Fund or an Underlying Fund investment may purchase or sell companies or assets from or to, or otherwise transact with companies that are owned by such family members or in respect of which such family members have other involvement. From time to time, CGMI personnel invest in funds or other entities managed by investors, which could incentivize such personnel to afford such investor preferential or favored treatment and could create conflicts of interest to the extent such other funds compete with the Alternative Investments or Underlying Funds for investment opportunities or invest in competing investments. CGMI and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of CGMI clients, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Citi Alternative client expenses may result in “miles” or “points” or credit in loyalty/status programs to CGMI and/or its personnel, and such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit CGMI and/or such personnel even though the cost of the underlying service is being borne by the Alternative Investments and investors. Any such benefits, rewards and/or amounts will not be subject to any offset arrangements or otherwise shared with the Alternative Investments or investors. In addition, airline travel incurred as a Citi Alternative client expense for CGMI personnel travelling for appropriate client-related purposes may benefit such CGMI personnel to the extent the trip also serves a personal purpose. Furthermore, employees and officers of Citigroup and its affiliates have family and other relationships with individuals or entities that CGMI and its affiliates engage in transactions with, including relationships with individuals employed by the sponsors of funds we include in our platform. Such relationships present a conflict of interest for CGMI and its affiliates. CGMI mitigates these conflicts by requiring materially conflicted individuals to recuse themselves from the approval of such funds and transactions. As noted above, CGMI uses several methods to evaluate whether an unaffiliated investment manager or investment product should participate or should continue to participate in the Citi platform. The Alternative Investments will bear costs of providing insurance for CGMI, any of their affiliates and any other indemnified party in relation to the Alternative Investments. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by CGMI or one of its affiliates. CGMI and/or one of its affiliates will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among the Alternative Investments and other applicable parties on a fair and reasonable basis and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in the Alternative Investments bearing less (or more) premiums, fees, costs and expenses for insurance policies. Further, other present and future activities of CGMI, the Investment Managers, the Underlying Funds, the Alternative Investments and/or their respective affiliates may give rise to additional conflicts of interest not contemplated herein. Procedures for Resolving Conflicts of Interest On any issues involving actual conflicts of interest, CGMI will be guided by its legal obligations, including but not limited to the contractual requirements governing such situation, as well as

its good faith judgment as to a client’s best interests. CGMI may refer the matter to a committee designed to monitor fiduciary relationships. Subject to the applicable investment management agreement and other governing documents, CGMI may take such actions as it may deem necessary or appropriate to ameliorate the conflict. Any such committee will consist of officers and employees of Citigroup and will not be an independent body.

With respect to such distributions, CGMI may have the discretion to sell such securities and distribute the cash proceeds, distribute such securities in-kind or offer an Alternative Investment’s investors the option, subject to CGMI’s consent, either to receive the securities in-kind or have the Alternative Investment sell them and distribute the cash proceeds. To the extent CGMI engages in services which require selecting broker-dealers, CGMI generally is not limited in its authority to select broker-dealers for trade execution. CGMI generally considers it appropriate (unless there are relevant factors such as customer direction or legal requirements or policy decisions to the contrary) to use the execution services of affiliated broker-dealers for the purchase and sale of such securities for investment advisory clients. CGMI’s affiliates will receive compensation in connection therewith. As discussed below in connection with unaffiliated broker-dealers, in light of all of the factors bearing upon the execution services provided by CGMI’s affiliated broker-dealers, the commissions charged may exceed those that other broker-dealers may charge. Any such transactions will be executed by CGMI’s affiliated broker-dealers only to the extent permitted by, and in compliance with, applicable law and regulations, including Section 11(a) of the Securities Exchange Act of 1934. In selecting an unaffiliated broker-dealer for trade execution, CGMI uses its best judgment to select a broker-dealer that provides prompt and reliable execution at favorable securities prices and reasonable commission rates. Ordinarily, the best net price, giving effect to brokerage commissions and other costs, is the determining factor, but a number of other factors also may enter into the decision. These factors may include: the nature of the security being traded; the size and complexity of the transaction; the desired timing of the transaction; the existing and expected activity in the market for particular securities; confidentiality; and the execution, clearance, and settlement capabilities and financial condition and other relevant and appropriate services of the broker-dealer. CGMI does not intend to aggregate the securities to be sold or purchased with respect to the Funds of Funds, Co-Investment Funds or the Managed Accounts.

While the Funds of Funds’ and Co-Investment Funds’ underlying investors are not advisory clients of CGMI and will not receive periodic reports from CGMI as advisory clients, such investors will be provided by the Funds of Funds and Co-Investment Funds with annual audited financial statements of the applicable Funds of Funds or Co-Investment Funds. In addition, investors will receive monthly statements, certain periodic performance reporting (either monthly or quarterly depending on the Funds of Funds or Co-Investment Funds) from the applicable Fund of Funds or Co-Investment Fund that is available to the Fund of Funds’ or Co-Investment Fund’s placement agents and investors can receive such reports upon request. With respect to the Managed Accounts, CGMI’s clients are the holders of the Managed Account. The relevant advisory agreement and related account documentation will specify the reports to be provided to the client, but generally holders of Managed Accounts receive at least a monthly statement. Non-Discretionary Managed Account clients will receive directly any reporting provided by the Underlying Funds in which such accounts invest. Clients will also receive periodic “Client Reviews,” which are statistical reviews and analysis of their Managed Accounts performed by either senior portfolio managers or senior research analysts. CGMI consults with clients on an ongoing basis regarding their investment objectives, risk constraints, and overall goals with respect to their allocations to Alternative Investments. Such consultations consist of a discussion on the various fund strategies that are available and a review of the proposed portfolio, including the rationale for the various selected funds and quantity of the investments in those funds. Generally, absent extraordinary circumstances, CGMI does not intend to review accounts except as otherwise described above or set forth in the particular account documentation.

(or longer time periods as permitted) after the end of its fiscal year, or the relevant fund custodian will send each such fund investor an account statement at least quarterly showing such fund’s quarter-end positions and NAV, and the Feeder’s, Fund of Funds’ or other fund client’s aggregate account transactions during the quarter. With respect to Managed Accounts, CGMI will be deemed to have custody of a client’s funds and securities in certain circumstances, including if CGMI has possession of those funds or securities or is authorized or permitted to withdraw funds or securities held by the account

custodian by instruction to the custodian. Quarterly account statement procedures will apply to any Managed Account for which CGMI is deemed to have custody. Further, CGMI engages an independent public accountant to perform a surprise audit on an annual basis as required by the Custody Rule. CGMI clients receiving quarterly statements from a broker-dealer, bank, or other qualified custodian should carefully review such statements. In certain cases and/or for certain Managed Accounts, CGMI or its affiliates or service providers also send a client, or a client’s independent representative, a separate quarterly or monthly statement, and CGMI urges the client to carefully review such statements and compare such official custodial records to any account statements that CGMI provides. CGMI’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. As discussed above a third-party sub-custodian has been appointed to maintain custody of certain funds and securities.

With respect to such distributions, CGMI may have the discretion to sell such securities and distribute the cash proceeds, distribute such securities in kind or offer the Fund of Funds or Co-Investment Fund investors the option, subject to CGMI’s consent, either to receive the securities in kind or have the Fund of Funds or Co-Investment Fund sell them and distribute the cash proceeds. While CGMI will generally endeavor in such instances to sell or to distribute marketable securities promptly, investors will bear any associated costs or market risks during the disposition process. With respect to a Dedicated Portfolio of a Fund of Funds, the related account documentation will specify any limitations on an Investment Manager’s investment authority. Managed Accounts The relevant advisory agreement and related account documentation will specify the investment authority (including limitations on it) granted to CGMI or its affiliates by the holder of the Managed Account.

underlying fund in the overall context of the portfolio as well as in comparison to peer fund managers implementing similar strategies. In voting or abstaining from voting a proxy, CGMI will act as it deems is in the best interest of the relevant Alternative Investment, and in accordance with CGMI’s proxy voting policy and subject, where applicable, to the SubAdvisory Agreement. In voting proxies, CGMI is guided by general fiduciary principles. The goal to act prudently, solely in the best interest of the beneficial owners of the accounts and funds it manages. CGMI will attempt to consider all factors that could affect the value of the investment and will vote proxies in the manner that they believe will be consistent with efforts to maximize investor values.

A trade error is deemed to have occurred when CGMI has: (i) purchased or sold an incorrect financial instrument in a client account; (ii) purchased or sold an incorrect amount of a financial instrument in a client account; (iii) purchased or sold an unauthorized or client restricted security in a client account; (iv) not entered an order for a client account that should have been entered; (v) entered an order for a client account more than once when it should have been entered once (duplicate trade); (vi) misallocated a trade in one or multiple client accounts; or (vii) made an operational mistake that requires market action to correct. The requirements of the error policy apply to the extent that CGMI and/or its affiliates has control of resolving errors for client accounts. Subject to the Sub-Advisory Agreement where applicable, to correct a trading error, CGMI generally effects a trade with a client using an error account in order to place the client in the position the client would have been in if the error had not occurred. CGMI will receive no additional compensation and no other benefits from such trade. For all Programs, gains from trading errors corrected after settlement date are not retained by CGMI and are credited to the client’s account at no expense to the client. Losses arising from pre- or post-settlement error corrections are closed out at no expense to the client. Losses arising from postsettlement error corrections in retirement accounts are credited to the client’s account with interest at the federal tax penalty rate. If an Investment Manager erroneously purchases a particular security for a client account and the error is discovered prior to settlement of the transaction, then, the erroneously purchased security generally will be transferred to a separate CGMI error account at no cost to the client, subject to the terms of the Sub-Advisory Agreement, where applicable. For all Managed Accounts and sub-advised Funds, gains from trading errors attributable to an Investment Manager that are corrected prior to settlement date are credited against Investment Manager losses resulting from errors on a quarterly basis, subject to the terms of the Sub-Advisory Agreement, where applicable. At the end of each quarter, net gains, if any, from trading errors attributable to an Investment Manager that are corrected prior to settlement are remitted as a donation to a charity, subject to the terms of the Sub-Advisory Agreement, where applicable.

The error policy applies with equal force when CGMI acts as investment manager and subadviser, but with respect to the sub-advised Funds, are subject to the terms of the SubAdvisory Agreement.