Wafra Capital Partners provides discretionary investment advisory services to its clients (each, a “Fund” and collectively, the “Funds”), which are non-U.S. domiciled investment vehicles intended for non-U.S. investors, based on each such Fund’s investment objectives, strategies, guidelines and restrictions. The Firm registered as an investment adviser with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in December 2011. Wafra Capital Partners, which was formed as a Delaware corporation in December 2010, is managed primarily by members of the former Structured Finance division and Business & Product Development division of Wafra Inc. (“WIAG”), an affiliate of the Firm. Wafra Capital Partners is majority-owned by Wafra InterVest Corporation (“WIC”), a Cayman Islands company that is beneficially-owned by the Public Institution for Social Security of Kuwait. WIAG, an SEC-registered investment adviser, is wholly-owned by WIC. WIAG provides certain administrative and operational services to the Firm, including: payroll; office management and corporate accounting; affiliates’ audit oversight; and compliance oversight. Wafra Capital Partners (Luxembourg) S.A.R.L., wholly-owned by Wafra Capital Partners, LP, a Cayman Islands partnership, is based in Luxembourg and provides certain administrative and other services with regard to the Firm’s business, principally involving non-US transactions. Such services include accounting services, providing certain advice relating to tax and Shari'ah matters and conducting certain due diligence and ongoing monitoring of certain investment transactions. On September 1, 2015, the Firm entered into a joint venture with Watani Investment Company K.S.C.C., an entity organized under the laws of Kuwait (“NBK Capital”), that conducts business under the trade name WCP Investments LP (“WCPI”). WCPI serves, and, in the future, is expected to serve as the manager (or its equivalent) for Funds advised by the Firm and marketed by NBK Capital to certain non-governmental investors primarily based in the Middle East and North Africa, which arrangements are disclosed in each such Fund’s offering documents. The Firm’s advisory services principally focus on structuring and advising privately offered investment vehicles (each, a “Fund”) which invest in the structured finance, including equipment leasing, asset-based finance and specialty finance, and real estate sectors in the form of debt, debt like, and credit oriented instruments and other financial instruments and which vehicles, generally, though not always, are intended to comply with Shari’ah principles. Prior to Wafra Capital Partners’ formation as a distinct corporate affiliate of WIAG and subsidiary of WIC, certain of the Firm’s investment personnel, while serving as members of Wafra Inc.’s Structured Finance division, were responsible for providing day-to- day investment advisory services and making investment decisions with respect to numerous Shari’ah-compliant and other investment vehicles and products on behalf of Wafra Inc. As of December 31, 2018, the Firm managed approximately $4.1 billion of Fund assets and commitments, of which $3.7 billion were managed on a discretionary basis. please register to get more info

Wafra Capital Partners generally charges each Fund an annual investment advisory fee based on the amount of outstanding capital contributed or committed to the Fund by investors, or on an adjusted net asset value of the Fund. Generally, these investment advisory fees are deducted from each Fund’s account on a quarterly basis. Funds also distribute to Wafra Capital Partners or to an affiliate of Wafra Capital Partners amounts akin to performance- based compensation, as discussed in Item 6. In some cases, Fund investors are subject to capital-based and/or asset-based investment advisory fees and performance-based (or similar) compensation through their Fund’s investment in another Fund. Performance-based compensation is automatically deducted from the Funds. In addition to paying investment advisory fees and, if applicable, performance-based (or similar) compensation, the Funds may be (and generally are) also subject to other investment fees and expenses, which may be considered material either individually or in the aggregate. Such fees and expenses may be paid to both affiliates and non-affiliates of the Firm and may include, but are not limited to: annual administration fees and/or shareholder servicing fees; structuring fees; selling and marketing costs; transaction due diligence and related expenses; custodial charges; investment-related fees and expenses, including travel and related expenses associated with investments, whether ultimately consummated or not, including origination, servicing, acquisition or other similar fees, expenses relating to the establishment and maintenance and administration of, and legal and other professional advice relating to Fund subsidiaries or special purpose vehicles, Fund general partners or managing members or similar entities; interest expenses; taxes, including penalties thereon, duties and other governmental charges; transfer and registration fees or similar expenses; costs associated with foreign exchange transactions; officer and directors’ fees and expenses, which are paid to related persons of Wafra Capital Partners; travel and entertainment expenses; legal, auditing, accounting, consulting and other professional expenses; administration expenses; research expenses; and any other expenses related to the origination, purchase, preservation, sale or transmittal of Fund assets. Investments in certain Funds are and may in the future incur sales charges in connection with their subscription for Fund interests, and such sales charges may and in certain instances are shared with one or more affiliates of Wafra Capital Partners. Investors should refer to the offering documents for each Fund for a description of the particular fees and expenses applicable to that particular Fund. The investment objective of a Fund may be to achieve during its term returns adequate to provide investors with an overall stated fixed or range of annual return and, by the expiration of such a Fund’s term, the return of investors’ capital. In those instances, Fund terms often provide that Wafra Capital Partners or one or more affiliates thereof or any one or more of their respective designees (which may include, for the avoidance of doubt, directors, officers and employees of the Firm and its affiliates), by virtue of one or more of those parties’ ownership of certain shares or interests in such Fund, will receive the entirety of the excess value, if any, of the investments made by that Fund above and beyond that required to provide for the return of the investors’ capital and the stated return. With respect to certain Funds, Wafra Capital Partners or one or more affiliates also receive commitment, origination, acquisition, structuring, amendment, financing, monitoring and/or other fees related to or from certain investments in which one or more Funds may invest or propose to invest, as disclosed in the Fund’s Private Placement Memorandum, Investment Advisory Agreement, and/or Management Agreement. The receipt of any of the foregoing fees or compensation by Wafra Capital Partners, its related persons or affiliates, which are expected to be, material when considered individually or in the aggregate, will not reduce or offset any investment advisory fees payable by the applicable Fund or Funds to the Firm (or one or more of its affiliates). In addition, the receipt of such fees or compensation creates a conflict of interest in that Wafra Capital Partners has an incentive to invest in those investments that generate such additional fees or compensation for Wafra Capital Partners and/or its affiliates. Additional information about each Fund, as well as the fees and expenses that may be incurred by investors in such Fund, is provided in each Fund’s offering materials, which potential investors are urged to consult. In the event any terms or provisions of any of the Fund’s respective offering documents conflicts with the information contained in this Brochure, such Fund’s offering documents shall control. please register to get more info

As noted in Item 5, certain Funds incur a performance-based (or similar) distribution or performance-based fee or similar allocation, subject to any applicable hurdles or “high water marks.” Such distributions and fees are made or paid, as applicable, to Wafra Capital Partners or to one or more affiliates of Wafra Capital Partners. As a result, it is possible for Wafra Capital Partners to have a greater incentive to favor a Fund that pays the Firm or an affiliate of the Firm (and indirectly the relevant investment personnel) performance-based compensation or otherwise pays higher fees than others that do not pay such compensation, or in which personnel of the Firm or any of its affiliates have more significant investments in or economic exposure to such Fund’s underlying investments. Additional information about each Fund, as well as the fees and expenses that may be incurred by investors in such Fund, is provided in each Fund’s offering materials, which potential investors are urged to consult. Wafra Capital Partners has adopted and implemented policies and procedures intended to address conflicts of interest relating to its provision of advisory services to the Funds, including Funds with different fee arrangements. In addition, the Firm reviews investment decisions for the Funds periodically and has policies in place in order to ensure that Funds with substantially similar investment objectives are treated fairly and equitably over time and that investment opportunity allocations are made in a manner that is fair and equitable to the Funds over time. please register to get more info

As previously described in Item 4, the Funds are non-U.S. domiciled investment vehicles intended for non-U.S. investors. Any initial and additional subscription minimums are disclosed in the offering documents applicable to each Fund. please register to get more info

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In providing advisory services to the Funds, and consistent with each Fund’s investment objectives, Wafra Capital Partners seeks to identify investment opportunities principally in equipment leasing, transportation, asset-backed, specialty finance, and other structured financial instruments or arrangements, real estate and real-estate related instruments, and/or other financing transactions, debt structures and/or leverage-oriented investments. Although Wafra Capital Partners does not currently offer separately managed accounts, it may seek to enter into the separately managed account business in the future. The Funds generally are intended for investors who do not require regular current income and can accept a high degree of risk. All investment strategies used by the Firm include a risk of loss of principal, including the entirety thereof. If investors are not generally familiar with and prepared to bear such risks, they should not consider investing in the strategies used by the Firm. Investors should carefully read the offering documents relating to a Fund and consult with their financial professionals, advisors and legal counsel. The Funds are not available for investment by persons who are U.S. citizens or U.S.-domiciled persons. The following is a summary of the investment strategies employed by Wafra Capital Partners in making investment decisions. Investors and potential investors should refer to the offering documents for a particular Fund for a more fulsome discussion of the investment strategy applicable to that particular product. Investment Strategies and Methods of Analysis – Structured Finance The Firm’s structured finance Funds, which include any styled as “leasing,” “equipment leasing,” or “finance” or “financing” funds (collectively, “SF Funds”), typically seek to provide investors with periodic returns primarily derived from investments in equipment leasing, transportation, specialty finance, and other asset-backed or structured financing transactions and credit opportunities. Pending the investment of a SF Fund’s assets in accordance with its primary investment strategy, or in response to market or economic conditions, a SF Fund generally may invest all or any portion of its assets in cash and cash equivalents or financial instruments, including asset-backed instruments and other similar investments. Many of these SF Funds invest through Shari’ah compliant structures. In seeking to implement a SF Fund’s investment strategy, a SF Fund will seek related exposures through investments that will involve, among other things, one or more, or any combination of, the following:  strategic partnerships with/funding of or other exposure to companies or non-bank financial institutions, whether established platforms or new ventures, specializing in the origination and/or servicing/managing of equipment leasing, venture debt, real estate and real estate related finance, asset-based finance, structured finance or other financing transactions (including n o n-perform i ng loans , small/micro-ticket leasing and various other alternative forms of commercial and/or consumer finance); borrowing (i.e., leverage) in the form and in amounts deemed appropriate by the Firm in its sole discretion;
• issuance of fund-level guarantees;
• investment in or exposure to mezzanine loans or otherwise subordinated credit instruments or structures;
• exposure to various forms of collateral, including, but not limited to, aircraft (fixed and rotary-wing), equipment and assets for the transportation, storage or distribution of petroleum and petroleum derived products, ships, automobiles and automotive assets, rolling stock and any related assets thereof;
• exposure (direct or indirect and including through securities or other financial instruments related to such exposures or companies engaged in the business of, or related businesses to, such exposures) to various forms of  equipment and other assets/sources of return, including, but not limited to, computer networking equipment, telecommunications equipment, robotics, manufacturing equipment, forklifts, medical equipment, office furniture, oil and mining equipment (including equipment or other assets related to the exploration for, or transportation, distribution and storage of, petroleum and petroleum-derived products), construction equipment, automobiles and automotive assets, semi-conductor manufacturing and/or testing equipment, aircraft and  related assets and financial instruments, real estate and/or real estate-related financial instruments, ships and/or related assets and financial instruments; transportation assets and/or transportation-related financial instruments; infrastructure assets (e.g., equipment) and/or related financial instruments; intellectual property; and warrants or other equity instruments; exposure to non-performing loans, including, but not limited to, non- performing residential mortgage loans; exposure to U.S. and non-U.S. currencies and the purchase and sale of various financial instruments and/or securities;  exposure to direct or indirect counterparties of varying credit quality, including venture-funded or emerging entities as well as larger, more well- established companies; direct or indirect counterparty credit enhancement through personal or corporate guarantees, advance rentals, vendor support, security deposits, letters of credit and bank guarantees; and/or  investments in, and co-investments alongside, other pooled investment vehicles, including those that are managed according to Shari’ah principles, and asset acquisitions from other Wafra Capital Partners and non-Wafra Capital Partners managed funds. Although SF Funds generally seek to diversify their risks by investing in a variety of transaction types and structures with varying collateral, equipment and/or other features and elements, SF Funds are not subject to any formal diversification requirements. In attempting to maximize SF Funds’ returns, the Firm may concentrate the holdings of SF Funds in those investments that, in its sole judgment believes provides the best profit opportunities consistent with an SF Funds’ investment objective. Due to legal, regulatory, tax and other considerations, SF Funds generally make investments utilizing a variety of investment structures, which structures may involve the use of special or single purpose entities organized in various jurisdictions around the world. Additionally, and for the avoidance of doubt, as SF Funds may have exposures to real estate and real estate related finance, the risks associated with RE Funds and real estate exposures (as described below) similarly apply to SF Funds. Investment Strategies and Methods of Analysis – Real Estate The Firm’s real estate Funds (“RE Funds”) finance the acquisition, recapitalization and restructuring of real estate properties predominantly located in the United States and invest in other attractive real estate debt investment opportunities based on Wafra Capital Partners’ ongoing analysis of prevailing market and economic conditions. Pending the investment of a RE Fund’s assets in accordance with its primary investment strategy, or in response to market or economic conditions, a RE Fund generally may invest all or any portion of its assets in cash and cash equivalents or financial instruments, including asset-backed instruments and other similar investments. The RE Funds’ investments, which typically, though not exclusively, involve an external fund advisor that sources, services and effects the transactions, may include investments in commercial, retail, and residential properties generally in Asia and Europe or in financial instruments related to such investments. Investments are expected to involve, among other things, one or more, or any combination of, the following: strategic partnerships with/funding of companies or financial institutions, whether established platforms or new ventures, specializing in the origination and/or servicing/managing of real estate debt and real estate related finance transactions;  providing balance sheet loans to specialty finance companies focused on real estate finance or real estate related debt; borrowing (i.e., leverage) in the form and in amounts deemed appropriate by the Wafra issuance of Fund-level guarantees; exposure (direct or indirect and including through securities or other financial instruments related to such exposures or companies engaged in the business of, or related businesses to, such exposures) to various types of real estate assets, including, but not limited to, single family, multifamily, commercial, retail and hospitality, healthcare (including, but not limited to, nursing and skilled care facilities) and senior and assisted living facilities, with investment strategies, including, but not limited to, core, value-add, opportunistic and development/construction;  exposure to U.S. and non-U.S. currencies and the purchase and sale of various financial instruments and/or securities;  counterparties and/or end-users of varying credit quality, including venture- funded or emerging entities as well as larger, more well-established companies;  counterparty credit enhancement including, but not limited to, through personal or corporate guarantees, advance rentals, vendor support, security deposits, letters of credit and bank guarantees; and/or  investments in, and co-investments alongside, other pooled investment vehicles and asset acquisitions from other Wafra and non-Wafra managed funds. Certain other investment vehicles managed by the Firm or its affiliates typically provide mezzanine debt for the capitalization of cash flow producing real estate assets. These vehicles predominantly invest in garden style multi-family properties located throughout the United States that possess a value-add element, eventually allowing the borrower or sponsor to refinance their investment with conventional debt. Although RE Funds generally seek to diversify their risks, the RE Funds are not subject to any formal diversification requirements. In attempting to maximize RE Funds’ returns, the Firm may concentrate the holdings of RE Funds in investments that, in the sole judgment of the Firm, provide the best profit opportunities consistent with the RE Funds’ investment objective. Due to legal, regulatory, tax and other considerations, RE Funds generally make investments utilizing a variety of investment structures, which structures may involve the use of special or single purposes entities organized in various jurisdictions around the world. Risks – General An investment in a Fund involves substantial risks, including, but not limited to, those described below. An investment in a Fund is speculative and involves a high degree of risk. All or most of the amount invested therein may be lost. Past performance is not indicative of future results, and there is no assurance that a Fund’s investment objectives will be achieved or that Wafra Capital Partners’ investment strategies will be successful. The following summary identifies the material risks related to the Firm’s significant investment strategies and should be carefully evaluated before making an investment with the Firm. This summary does not, however, identify all possible risks of an investment in a Fund or provide a full description of the identified risks. Potential investors are urged to carefully review a Fund’s offering materials for additional information, which should be read in conjunction with this summary and the disclosures herein generally. Overall Investment Risk: All investments risk the loss of capital. No guarantee or representation is made that any of Fund’s investment program or risk management efforts will be successful. The performance of any particular investment is subject to numerous factors which are neither within the control of, nor predictable by, Wafra Capital Partners. Such factors include a wide range of economic, political, competitive and other conditions that may affect investments in general or specific industries or companies. Wafra Capital Partners may also simply make mistakes in managing a Fund’s portfolio, and such mistakes could lead to material losses for the Fund. Mistakes are an inherent risk of any pooled investment vehicle such as the Fund, and shareholders will generally have no recourse against Wafra Capital Partners, the Fund Manager or any of their affiliates (or any other person) for mistakes in investment judgment or process, even in the case of negligence. As a result of the nature of investment activities, it is possible that a Fund’s financial performance (including net asset values) may fluctuate substantially from period to period. Shareholders could lose a substantial portion or all of their investment. Conflicts of Interest: Wafra Capital Partners, as investment adviser to each of the Funds, likely will cause a Fund to enter into transactions or other contractual arrangements (including guarantees) with an affiliate of the Firm, another Fund, or with an entity in which related persons of the Firm (or related persons of any of the Firm’s affiliates) have or will thereby acquire ownership interests or control. At times, for example, to facilitate the structuring of an investment opportunity or to otherwise facilitate a transaction for one or more Funds, or provide credit enhancement for a Fund transaction, certain directors, officers or employees of the Firm or its affiliates may invest equity capital to fund the formation of an investment vehicle utilized in a transaction in which (or through which) a Fund may invest or participate, typically in the form of a debt financing or loan. While investment terms are expected to vary as well as the amount of equity capital invested (which may be limited as compared to the debt financing or loan provided by the Fund), generally such related persons will not receive back their capital contributions and any return thereon, with the exception of tax distributions, until all terms of the investment by the Fund in connection with the applicable investment transaction have been satisfied. Such returns may be material, are not impacted by returns (positive or negative) in other Fund investment transactions and may not be considered to have been determined on an arm’s length basis, as certain likely participants in such equity capital investments are generally the parties which determine the terms on which the Fund will provide debt financing or loan or otherwise invest. Please see also “Other Financial Risks” below. In addition, Wafra Capital Partners and its affiliates simultaneously operate Funds with similar investment objectives. Certain directors, officers and employees of Wafra Capital Partners will provide advisory services to entities other than the Funds, and will manage or otherwise be involved with other businesses and activities, including, though not limited to, Wafra Inc., and will not devote their business time exclusively to managing and developing a Fund’s investment strategy or achieving any such Fund’s investment objective. In addition, certain of the Funds expect to co-invest in a Shari’ah compliant manner, with other funds, including, but not limited to, those managed on a Shari’ah compliant basis by Wafra Capital Partners. Such Funds may also acquire assets from other Wafra Capital Partners and non- Wafra Capital Partners managed funds on an arm’s length basis in a Shari’ah compliant manner and in accordance with such Fund’s offering documents and applicable laws and regulations. However, to the extent a Fund invests in any Wafra Capital Partners-managed private investment funds, shareholders will not be subject to the fees charged by such funds.

The Fund Manager and Wafra Capital Partners are permitted to offer co-investment opportunities in investments to certain persons (who may or may not be shareholders or Wafra Affiliates (as defined below)) or to some (but not necessarily all) shareholders. The Fund Manager and Wafra Capital Partners may receive compensation with respect to such co-investments. Because of pre- existing relationships with certain potential co-investors or the prospect of future business relationships with certain potential co-investors, the Fund Manager and Wafra Capital Partners may have an incentive to offer co-investment opportunities to only certain shareholders or to third parties (including other Wafra Affiliates).

The Fund Manager may enter into a placement agency agreement with any placement agent or any placement agent who may be an affiliate of the Fund Manager and NBK Capital), which may not be negotiated on an arm’s length basis. Each placement agent, in its capacity as a placement agent of a Fund, will be entitled to receive the upfront fees from the beneficial owners of the Fund and such upfront fees will not be borne by the Fund Manager, Wafra Capital Partners or their affiliates. In addition, in certain circumstances, each placement agent will be exculpated and indemnified from a Fund for certain liabilities, losses and damages.

Wafra Capital Partners and the Fund Manager, as well as their respective officers, directors and employees, may engage for their own account, or for the account of others, in other business ventures of any nature, and a Fund shall not be entitled to any interest therein. No such person shall be required to devote any minimum amount of time to the Fund.

The Fund Manager, Wafra Capital Partners and their affiliates may own participating non-voting shares in the Fund. They also may deal as principals with a Fund in the sale or purchase of investments of the Fund. It is also possible that a Fund or an entity owned or controlled by Wafra Capital Partners, one or more of its related persons or an affiliate of Wafra Capital Partners, may exit an investment that a Fund continues to hold (or vice versa) or may take an investment position that may be different from a position taken by another Fund. For example, one Fund may take an investment position that is structurally or otherwise senior to that taken by another Fund. If such an underlying counterparty or issuer (as the case may be) encounters financial problems, decisions over the terms of any workout may raise a conflict of interest. Furthermore, in the event that a Fund continues to hold an investment, but another affiliate, client, or fund of or managed by Wafra Capital Partners exits such investment, the Fund will not receive proceeds from such exit but may have a resulting larger ownership share of such investment thereafter (or vice versa). Wafra Capital Partners, its affiliates, and/or certain employees, officers and directors (“Wafra Officers and Directors” and, collectively, with affiliates of Wafra Capital Partners, “Wafra Affiliates”) own, in the aggregate, minority or majority financial interests in one or more of its Funds’ anticipated counterparties. Wafra Capital Partners may simultaneously negotiate transactional and/or financial terms for parties on both sides of such transactions— i.e., as an advisor to one or more Funds on one side, from which Wafra Capital Partners or Wafra Affiliates earn management fees and/or performance fees, and as an owner of one of its Fund’s counterparties on the other, from which Wafra Capital Partners or Wafra Affiliates derive revenue or have the potential for capital appreciation through their ownership stakes. Accordingly, such transactional and/or financial terms may not be derived through “arm’s- length” negotiations and no assurance can be provided that the consideration and/or other financial benefits that Wafra Capital Partners or Wafra Affiliates receive due to their role on either side of such transactions is comparable to the consideration and/or other financial benefits that other parties in similar situations would receive. WCPI, an affiliate of Wafra Capital Partners, is a Manager of Funds; therefore, in such cases, the conflicts of interests described above would also apply with respect to WCPI’s relationship with the Fund, Wafra Capital Partners, and the Funds’ counterparties and service providers to the Funds (including, without limitation, the Distributor, NBK Capital and its affiliates). Furthermore, in certain instances, the Distributor is the sole subscriber to the Fund and, in such cases, would have a conflict of interest with respect to any underlying beneficial owners of the Fund, to the extent such beneficial owners are not the sole subscriber of the Fund. Furthermore, consistent with such a Fund’s credit-focused investment strategy, such Fund and its investors may not participate in the equity portion of a transaction or the gains therefrom, even if such Fund or those investors participate in the debt portion of such transaction. In particular, the equity portion of a transaction, and the gains therefrom, may, and are likely to, be allocated to other persons (including Wafra Capital Partners and Wafra Affiliates, and any other managed clients), even if the equity opportunity is generated as a result of the debt investment. Wafra Capital Partners shall be under no obligation to allocate the equity portion of any transaction to the Fund or its investors. Nevertheless, it is expected that the gains from any such equity portion will generally be subordinated to the right of the Fund to receive its applicable return on its corresponding debt investment. Additionally, a Fund’s counterparty may, in certain instances, terminate any given transaction with the Fund and enter into a new transaction with another Wafra Capital Partners managed Fund or another of the Fund’s counterparties, including the purchase or sale of assets or portfolios of assets from another Fund counterparty. This may result in one Wafra Capital Partners managed fund buying o r r e f i n a n c i n g assets directly or indirectly from another Wafra Capital Partners managed fund. Wafra Capital Partners or Wafra Affiliates may be responsible for causing a Fund’s counterparties to take such actions or otherwise initiate such actions. Further, Wafra Capital Partners and its affiliates simultaneously sponsor and/or manage private funds with similar investment objectives. As a result of the foregoing, Wafra Capital Partners and its affiliates currently have, and may in the future have, additional conflicts of interest in allocating investments among its Funds, including ones in which Wafra Capital Partners and its affiliates may have a greater financial interest. Wafra Capital Partners has established policies and procedures designed to ensure that transactions made on behalf of a Fund are made in the best interest of the Fund, and to ensure that investment opportunities are allocated among its clients on a fair and equitable basis, and which allocation process may take into account the length of time that the Fund has had uninvested and/or uncommitted cash with Wafra Capital Partners in allocating certain investment opportunities between such clients. Certain commitment, financing, monitoring, acquisition, origination, structuring, due diligence, servicing fees, releasing and remarketing or other fees related to an investment or a proposed investment by a Fund may be paid to or share with Wafra Capital Partners, one or more of its related persons, or an affiliate of Wafra Capital Partners, typically by various middle-market, venture/emerging and other originators or equity partners (“Originators”), other counterparties or asset managers involved in such investment or potential investment, and will not reduce or offset any investment advisory or management fee paid by the Fund. Such fees, if funded by the Fund as part of the aggregate cost of participating in the investment, will reduce the capital available for direct investment by the Fund. Some fees may be reflected in the price paid by a Fund for leased or financed assets. In addition, such fees may not have been negotiated at arm’s-length, especially in instances where the payor is an affiliate of or related to Wafra Capital Partners or any of its affiliates. Furthermore, such fees may be material (either individually or in the aggregate), may significantly impact the returns of shareholders, and may comprise a substantial portion of the compensation of the Fund Manager and Wafra Capital Partners in connection with their duties to the Fund. The specific amount of such fees may not be disclosed to shareholders. Where an Originator or other finance counterparty is involved in a transaction, the Originator or the finance counterparty or any affiliate thereof will generally own the residual value or upside above a defined return that the Fund will receive. Fees are negotiated and calculated separately for each Originator or other financial intermediary or counterparty. Wafra Capital Partners, its affiliates, directors, officers and/or employees may receive other compensation or profits in the nature of a promote or incentive fee (or other performance-based compensation or distributions) either through Originators, other financial intermediaries and counterparties or otherwise derived from investment returns related to a Fund’s investments.

If any expense or cost is incurred jointly for a Fund and any other managed clients or is not identifiable to the Fund or a particular managed client, such expense or cost will be allocated among the managed clients and the Fund by the Fund Manager or Wafra Capital Partners, who may have a conflict of interest in making such allocation. The Fund Manager and Wafra Capital Partners intend to allocate such expenses and costs equally or in proportion to their respective net asset values or in proportion to the size of the investment made by each managed client and the Fund in the activity, strategy or entity to which such expense or cost relates, or in such other manner as the Fund Manager and Wafra Capital Partners in their sole discretion consider fair and equitable under the circumstances. The Fund Manager or its designee(s) (which may include, for the avoidance of doubt, directors, officers and employees of Wafra Capital Partners) will receive the excess value, if any, of the investments made by the Fund above and beyond that required to provide investors with the annual return and a return of investors’ drawn capital. This arrangement may create an incentive Wafra Capital Partners to make investments that are riskier or more speculative than would be the case in the absence of such performance-based arrangement. Wafra Affiliates own, in aggregate, majority or otherwise substantial financial interests in one or more Originators or other potential counterparties of the Funds. Under the direction of Wafra Capital Partners, a Fund may (and is likely to) invest or otherwise enter into business transactions with these Originators and counterparties. Wafra Capital Partners may simultaneously negotiate transactional and/or financial terms for parties on both sides of such transactions - as an advisor to the Fund on one side, from which Wafra Capital Partners or Wafra Affiliates earn compensation or otherwise derive revenue, and as an owner of Originators or counterparties on the other, from which Wafra Capital Partners or Wafra Affiliates derive revenue. Accordingly, such transactional and/or financial terms may not be derived through “arm’s-length” negotiations; no assurance can be provided that the consideration and/or other financial benefits that Wafra Capital Partners or Wafra Affiliates receive due to their role on either side of such transactions is comparable to the consideration and/or other financial benefits that other parties in similar situations would receive.

Additionally, an Originator or other counterparty may terminate any given transaction with the Fund, and enter into a new transaction with another Wafra Capital Partners-managed fund or another Originator or counterparty, including the purchase or sale of assets or portfolios of assets from another Originator or counterparty. This may result in the Fund buying or selling assets directly or indirectly from/to another fund managed by Wafra Capital Partners. Wafra Capital Partners or Wafra Affiliates may be responsible for causing Originators or other counterparties to take such actions and may otherwise arrange for the purchase or sale of assets by a Fund from or to another Wafra Capital Partners-managed fund. Independent Representative: Valuation Research Corporation (the “independent representative”) will, as requested, provide an opinion as to whether principal economic terms of certain transactions are fair from a financial point of the Fund and whether any perceived or potential conflicts of interest arise as a result of such transactions. The opinion of the independent representative with respect to certain matters may bind a Fund’s shareholders. No person should invest in a Fund unless willing to entrust these opinions to the independent representative. A Fund may designate the independent representative to receive, on behalf of each shareholder, notices and account statements as may be required under paragraph (a)(2) and (a)(3) of Rule 206(4)-2 of the Advisers Act. Furthermore, the Fund may bring before the independent representative for approval of any transaction under Section 206 of the Advisers Act or similar transaction and the costs of such services will likely be a Fund expense. None of WCPI, or another affiliated general partner, managing member or the equivalent entity, as applicable (collectively, the “Fund Manager”), the Funds or Wafra Capital Partners shall have any liability for entering into any transaction for which such consent or other approval or opinion has been received or for not entering into any transaction for which such consent or other approval or opinion has been withheld. Other Financial Investment Risks: Pending the investment of a Fund’s assets in accordance with its primary investment strategies, or in response to market or economic conditions, a Fund generally may invest all or any portion of its assets in cash and cash equivalents or other financial instruments or other transactions deemed appropriate by the Firm, including real estate-related and/or asset-backed instruments or transactions and other similar investments, including pooled investment vehicles and investments specifically structured as Shari’ah-compliant investments, such as Murabaha transactions (“Murabahas”), which may have durations ranging from short-term to long-term. Murabaha investment transactions are not FDIC insured. The returns on such investments are often (though not always) less than the overall yield target of the investing Fund. In addition, Murabahas involve substantial counterparty risk and, as a result, the Funds (and, indirectly, Fund investors) bear the risk of default under any Murabaha arrangement. Such default risks include, but are not limited to, timing defaults (risk of extension past a certain pre-defined term), repayment risks or risk of loss of both capital and return. Some of the real estate-related and/or asset-backed instruments and other investments in which a Fund may participate, which may include investments structured as Murabaha transactions, likely will include investment transactions with entities managed and/or owned (in whole or in part) by the Firm or related persons of the Firm. Please see also “Risks – Real Estate” below for a general discussion of risks associated with real-estate and/or real-estate related investments. Leverage: The Funds’ investment program likely will involve the use of, or exposure to, significant financing, or financing deemed as “borrowing” under relevant local laws. Any use of leverage will result in the Funds controlling more assets than it has equity. Leverage will increase returns to the Funds if the Funds earn a greater return on investments purchased with financed funds than the Funds’ cost of financing such funds. However, the use of leverage will expose the Funds to additional levels of risk, including (a) greater losses from investments than would otherwise have been the case had the Funds not financed to make the investments and (b) losses on investments where the investment fails to earn a return that equals or exceeds the Funds’ cost of financing such funds. In the event of a sudden, precipitous drop in the value of the Funds’ assets, the Funds might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying the losses incurred by the Funds. The Funds expect to make many of their investments in the form of mezzanine or otherwise subordinated debt or debt like instruments and structures (including unsecured positions), which may increase the risk of loss as compared to investments in more senior and/or secured instruments and structures. In addition, assets may be used to cross-collateralize debt. Such an arrangement may have an adverse impact on a more significant group of assets if the value of the relevant asset declines. Accordingly, any event that adversely affects the value of an underlying investment or asset would be magnified to the extent leverage is employed. This may result in a substantial loss, which would be greater than if leverage had not been employed. Subject to compliance with applicable Shari’ah restrictions and limitations, the Funds may, and be authorized, to (a)(i) finance and otherwise incur indebtedness or engage in financing activities, including, without limitation, obtain lines of credit, finance commitments and letters of credit for the account of the Funds (collectively, “Financings”), (ii) issue evidences of indebtedness to evidence such financings and other financings contemplated above, and (iii) enter into, deliver and perform all agreements and documents contemplated by any Financing or relating thereto, and (b) secure Financings by pledge, charge or mortgage of, or grant of other security interests, liens or any other encumbrances over or in respect of, any or all of (i) the assets of the Funds (including, without limitation, an assignment by the Funds to the financers, any counterparty to any Financing or any agent acting on behalf of any of the foregoing (each, a “Financing Counterparty”) of (A) the Funds’ right to receive all amounts in respect of the unfunded commitments (whether presently payable or not) from time to time, and (B) the right to deliver a call notice (as set forth in each Fund’s respective confidential offering memorandum) in accordance with the terms of the applicable Financing documentation); (ii) the rights to exercise remedies upon a default by a shareholder in payment of moneys in respect of its participating non-voting shares; (iii) the rights of the Funds to receive other payments under each Fund’s respective confidential offering memorandum, each Subscription Agreement (defined below), and articles of association; and (iv) any other rights of each Fund’s respective confidential offering memorandum, Subscription Agreement, and articles of association. For so long as any Financing is in place, all payments made by a shareholder under its Subscription Agreement, each Fund’s confidential offering memorandum or articles of association will, if the Fund Manager so directs, be made by wire transfer in immediately available funds to an account established by the Funds which the Funds may pledge to any Financing Counterparty for the benefit of such Financing Counterparty to secure all the obligations of the Funds under or in connection with such Financing, including the payment obligations relating to any financing or financing deemed as a “loan” under relevant local laws, made or other indebtedness incurred by the Funds under or in connection with such Financing. Shari’ah Risk: Pooled investment vehicles alongside which a Fund may invest in or co-invest with, including those managed by Wafra Capital Partners, may be governed, in part, by a Shari’ah board charged with monitoring such vehicles’ compliance with Shari’ah principles. Such boards may require, in connection with certification of the Fund’s activities for Shari’ah purposes, the unwinding or otherwise restructuring of a transaction in which a Fund is participating at a time or in a manner unfavorable to such Fund. To the extent that the Shari’ah Supervisory Board comes to the conclusion that the Fund is non-compliant with Shari’ah principles and recommends unwinding or restructuring a transaction, and the Fund elects to do so, there is the possibility, given timing and other market conditions, that the Fund will experience a loss that in the absence of such “Shari’ah-compliant mandate” it would not necessarily have incurred. In disposal at a loss scenarios (where there is a passive breach of Shari’ah compliance), the Fund may approach the Shari’ah Board for an exception to dispose of the non-compliant investment for a period of time in anticipation of better performance of the underlying investment and a reduction of the loss to be borne by the investors. There is no guarantee that the Shari’ah Board will afford this exemption and the Fund may be obliged to dispose of the investment that is not compliant with Shari’ah at a loss. Such boards will not give specific investment recommendations to the Fund, however, because Wafra Capital Partners remains responsible for the investment management of the Fund’s assets. In addition, such co-investments, or direct investments made by a Fund, may be documented using contracts and forms designed to comply with Shari’ah principles. There can be no assurance that courts or other relevant authorities will interpret such contracts and forms consistently or as anticipated or intended by Wafra Capital Partners. Should a court or other relevant authority interpret such contracts and forms in a manner unanticipated or unintended by Wafra Capital Partners, the Fund may experience a loss. The restrictions placed on a Fund by adherence to Shari’ah principles may: (i) result in the Fund making fewer investments, resulting in less diversification; (ii) result in the Fund performing worse than other funds or entities with comparable investment objectives that are not subject to Shari’ah investment criteria; (iii) require that certain investments be structured to take the form of Shari’ah compliant quasi-mezzanine or alternative instruments pursuant to which the Fund will benefit indirectly from the economic performance of the underlying investments; and (iv) require the Fund to dispose of investments that become non-compliant with Shari’ah at a loss or in less than optimal circumstances, such as where a business whose activities are initially Shari’ah compliant changes its activities to those which are not Shari’ah compliant. In addition, although Wafra Capital Partners will endeavor to ensure that each applicable Fund’s investments are acceptable in the context of Shari’ah, no assurance can be given that the Fund’s Shari’ah investment guidelines, as approved by the Shari’ah Board, will be acceptable to other Shari’ah advisors including, but not limited to, any Shareholder’s Shari’ah advisors. Therefore, all prospective investors are encouraged to consult their own Shari’ah advisors prior to making a decision to invest in the Fund. Subordinated Investments: The Funds likely will make investments that are subordinated or otherwise junior in a Fund counterparty’s capital structure and that involve privately negotiated structures. To the extent the Funds invest in or otherwise have exposure to such subordinated debt, such investments and the Funds’ remedies with respect thereto, including the ability to foreclose on any collateral securing such investments, where applicable, will be subject to the rights of holders of more senior tranches in the relevant Funds’ counterparty’s capital structure and, to the extent applicable, contractual intercreditor and/or participation agreement provisions. Significant losses related to such investments could adversely affect the Funds’ returns. Taxation: Wafra Capital Partners is of the view that the Funds should not be subject to U.S. income taxes or withholding taxes on income received from their U.S. activities, provided that (i) the U.S. investments entered into by the Funds constitute “portfolio debt” or are otherwise eligible for an exemption from U.S. tax and (ii) the Funds do not engage in a trade or business within the U.S. If the Funds were considered to be engaged in a U.S. trade or business (for example, as a result of its investments in Master Limited Partnerships (“MLPs”)), the Funds would be required to file U.S. federal income tax returns, pay tax at regular corporate rates, and pay an additional 30% branch profits tax, which would materially impact the Funds’ ability to achieve their investment objective. The determination of whether non-U.S. corporations, such as the Funds, are engaged in a U.S. trade or business is determined on the basis of the facts and circumstances in each case. No assurance can be given that the Funds will not be considered to be engaged in a U.S. trade or business. Thus, no assurance can be given that the Funds’ income and gains will not be subject to U.S. federal income tax and branch profits tax or subject to state and local taxes. The activities of a Fund could be deemed to constitute a U.S. trade or business, causing the Fund to become subject to regular U.S. federal income taxation at the corporate rate of 21% and an additional 30% branch profit tax. Alternatively, any return on the Funds’ investments deemed “interest” pursuant to U.S. taxation principles may not qualify for exemption from, and thus may be subject to, a 30% U.S. withholding tax. If the activities of a Fund is deemed to constitute a U.S. trade or business, that Fund would be subject to a 30% U.S. federal withholding tax payable with respect to items of “fixed or determinable annual or periodical” income (which term includes, among other things, certain interest income, dividends, rents and royalties) which are considered to be from sources within the U.S. and which are not effectively connected with a U.S. trade or business. This tax will apply even if the Fund complies with its obligations under the Hiring Incentives to Restore Employment Act (the “HIRE Act”). In addition, the Funds may be subject to state and local taxes in the United States. Subject to certain related party ownership rules and other limitations, any interest received by the Funds that qualify as “portfolio interest” may be exempt from U.S. withholding tax. “Portfolio interest” is generally defined (with certain exceptions) as interest paid on registered obligations issued after July 18, 1984 with respect to which the person who is otherwise required to withhold tax has received the required certification that the beneficial owner of the obligation is not a U.S. person.

The aforementioned scenarios would materially and adversely impact a Fund’s ability to achieve its investment objective and there can be no assurance that the Firm’s views with regard to these matters will be upheld by any applicable taxing authority or relevant courts. No Operating History: Generally, at the time an investor is making an investment into a Fund, it is a new enterprise with no operating history and therefore may not be able to operate its business, implement its investment strategy or generate sufficient revenue to make or sustain distributions to investors. Accordingly, an investment in such a Fund entails a high degree of risk. There can be no assurance that the Fund will achieve its investment objective or that Wafra Capital Partners will be able to succeed in implementing the Fund’s investment strategy. There exists a possibility that an investor could suffer a complete loss of committed or invested capital as a result of its commitment to, and/or its subsequent investment in, the Fund. In addition, the past investment performance of a Fund or other entities or accounts managed by Wafra Capital Partners or any of their respective employees or affiliates may not be indicative of the future performance of the Fund. Dependence on Fund Manager and Investment Adviser: All decisions with respect to a Fund’s assets and with regards to achieving its investment objective through its investment strategy will be made solely by t h e investment team of Wafra Capital Partners, the Fund Manager and the Shari’ah Board. The holders of the participating non-voting shares will have no right or power to take part in the management, conduct, and control of the business of any Fund, including the management of a Fund’s investments. In certain circumstances, Wafra Capital Partners (as holder of participant voting shares) and its directors will have the right to dissolve a Fund, but the shareholders will not have any similar right to dissolve any Fund. The success of a Fund for the foreseeable future will depend largely upon the ability of the Fund Manager and Wafra Capital Partners and the market judgment and discretion of their investment personnel. Competition in the financial services industry for qualified employees is intense. A Fund’s continued ability to effectively manage its portfolio depends on the ability of the Fund Manager or Wafra Capital Partners ability to attract new employees and to retain and motivate its existing employees. Misconduct by employees of such Fund Manager and Wafra Capital Partners could cause significant losses to the Fund. Employee misconduct may include binding a Fund to transactions that exceed authorized limits or present unacceptable risks. In addition, employees may violate legal or contractual obligations to such Fund Manager or Wafra Capital Partners or their respective counterparties which could result in litigation or serious financial or reputational harm to the Fund. Although such Fund Manager and such investment adviser may adopt measures to prevent and detect employee misconduct, such measures may not be effective in all cases. No person should invest in a Fund unless willing to entrust all aspects of the management of the Fund to the manager of the Fund and all investment responsibility with respect to the Fund to its investment adviser, having evaluated their capabilities to perform such functions. Reliance on Key Personnel: Officers, members or employees of Wafra Capital Partners are important to the successful implementation of each Fund’s investment strategy. If these persons were not available to its investment adviser, the investment adviser, the investment adviser may be impaired in its ability to pursue the Fund’s investment objective and implement its investment strategy. Achievement of a Fund’ s Investment Objective: No guarantee or representation is made that a Fund’s investment objective will be obtained, in part because the availability and performance of investment opportunities is subject to changes in economic and market conditions, which may be volatile. Moreover, all or a substantial portion of any distributions from a Fund may be a return of principal and not a return on principal. Rates of distributions will not necessarily be indicative of a Fund’s overall performance. To the extent that distributions a Fund makes are distributions of uninvested principal, the principal available to be invested will be reduced, increasing the possibility that a Fund will not be able to achieve its investment objective. Side Letter Agreements: In accordance with common industry practice, the Fund Manager and/or Wafra Capital Partners, may enter into one or more “side letters” or similar agreements with certain shareholders pursuant to which the Fund Manager and/or Wafra Capital Partners may agree to vary certain of the terms applicable to any such shareholder or grant to any such shareholder specific rights, benefits or privileges that are not made available to shareholders generally. The Fund Manager and/or Wafra Capital Partners may also agree to provide a greater level of disclosure regarding the investments and activities of the Fund to certain shareholders rather than all shareholders. Such agreements will be disclosed only to those actual or potential shareholders who the Fund Manager or Wafra Capital Partners has given the right to review such agreements. Capital Calls: Call notices will be issued by the Fund Manager from time to time at the discretion of the Fund Manager, based upon the Fund Manager’s assessment of the needs and opportunities of a Fund. To satisfy such calls, shareholders may need to maintain a substantial portion of their commitments in assets that can be readily converted to cash. Except as specifically set forth in each Fund’s respective confidential offering memorandum or articles, each shareholder’s obligation to satisfy call notices will be unconditional. Without limitation on the preceding sentence, a shareholder’s obligation to satisfy call notices will not in any manner be contingent upon the performance or prospects of a Fund or upon any assessment thereof provided by the Fund Manager. Notwithstanding the foregoing, the Fund Manager will not be obligated to call one hundred percent (100%) of the shareholders’ commitments during a Fund’s term. In certain circumstances, shareholders may be required to make payments in addition to their commitments. For example, (a) payments in respect of the upfront fee will be in addition to, and not reduce, such shareholder’s unfunded commitment, (b) proceeds comprising catch-up contributions that are received by a shareholder as a result of any subsequent closings will increase such shareholder’s unfunded commitment and again be available for drawdowns, and (c) proceeds derived by a Fund either from dividends, profits or similar payments or investment returns with respect to an investment or from the sale or other disposition of an Investment that (i) constitute a return of capital contributions (but not income or gain) in the sole discretion of the Fund Manager, and (ii) are distributed to a shareholder during the investment period will increase such shareholder’s unfunded commitment and again be available for drawdowns. Investors in Second or Later Closings: It is expected that, following the initial closing date, the Funds will engage in a variety of investment and investment-related activities. In connection with such activities, the Fund Manager, Wafra Capital Partners, and the Funds likely will obtain confidential information regarding actual or potential Investments. The Fund Manager, Wafra Capital Partners, and the Funds generally will not disclose such information to prospective investors in connection with their consideration of an investment in the Funds. As a more general matter, any person considering an investment in the Funds (including an existing shareholder that is considering an increase to its commitment) subsequent to the initial closing date should assume that the Fund Manager, Wafra Capital Partners, and the Funds will be in possession of information (such as information relating to actual or prospective Investments, to actual or prospective shareholders, or to other matters arising subsequent to such initial closing) which information both: (x) would be material to such person’s evaluation of an investment in the Funds; and (y) will not be disclosed to such person by the Fund Manager, Wafra Capital Partners, or the Funds in connection with such evaluation. The Fund Manager, Wafra Capital Partners, and the Funds explicitly disclaim any obligation to update each Fund’s respective confidential offering memorandum to include (or otherwise inform prospective investors of) any such information. Consequences of Failure to Make Contribution in Full: In the event any shareholder fails to make a capital contribution within the time allotted in a call notice, the Fund Manager, on behalf of and for the benefit of the non-defaulting shareholders, at its sole discretion may subject such defaulting shareholder to certain adverse consequences, including, but not limited to, (i) requiring such defaulting shareholder to pay the actual costs (including attorneys’ fees) and expenses of collecting the unpaid capital contribution from such defaulting shareholder, (ii) causing distributions that would otherwise be made to the defaulting shareholder to be credited against the amount in default in a manner to be determined by the Fund Manager, (iii) with the consent of the directors, causing such defaulting shareholder to forfeit (by way of compulsory redemption) all or any portion of its participating non-voting shares and/or any voting rights (if applicable) with respect to any participating non-voting shares, (iv) reducing all or any portion of the defaulting shareholder’s invested capital and/or percentage interest in the Fund, as determined by the Fund Manager in its sole discretion, (v) transferring such defaulting shareholder’s participating non-voting shares to any person at a value determined by the Fund Manager in its sole discretion, and/or (vi) reducing all or any portion of the defaulting shareholder’s unfunded commitment as determined by the Fund Manager in its sole discretion. Early Termination: In the event of the early termination of the Fund, the Fund would have to distribute to the shareholders their pro rata interests in the assets of the Fund. Certain assets held by the Fund may be highly illiquid and might have little or no marketable value. It is possible that at the time of such sale or distribution, certain securities held by the Fund would be worth less than the initial cost of such securities, resulting in a loss to the shareholders. Volatile Market Conditions: Global financial markets and economic conditions have been, and continue to be, volatile. Significant write-offs in the financial services sector, the re- pricing of credit risk and the continuing weak economic conditions have made, and will likely continue to make, for a difficult investment environment. The current state of global financial markets and current economic conditions might adversely impact a Fund’s returns. Illiquidity Risk: A Fund’s underlying investments are likely to be illiquid and may be of extended duration. Although a Fund’s investments may generate current income, the return of capital and the realization of gains, if any, from an investment may not occur until the partial or complete disposition of such investment, which may not occur for a number of years. Distributions in-kind of illiquid securities or assets to the shareholders may be made in certain circumstances, including, without limitation, in the event of the termination of a Fund. Distributed securities and assets may be subject to a variety of legal or practical limitations on sale and may have little or no marketable value. In addition, immediately following a distribution of publicly-traded securities, trading volume may be insufficient to support sales by the shareholders without such sales triggering a price decline that makes it difficult or impossible for all shareholders to sell such securities at the distribution price. Nevertheless, the distribution price of such securities will be established by the Fund Manager and Wafra Capital Partners, in their sole discretion, and will not be adjusted to reflect actual sale prices obtained by the shareholders. An investment in a Fund must be considered an illiquid investment and involves a high degree of risk. There is no public market for participating non-voting shares, and it is not expected that a public market will develop. The participating non-voting shares are being offered without registration under the Securities Act, in reliance upon an exemption thereunder. Certain restrictions on transferability preclude disposition and transfer of participating non-voting shares other than pursuant to an effective registration statement or in accordance with an exemption from registration contained in the Securities Act. In addition, the consent of the Fund Manager must be obtained before the transfer of any participating non-voting share. Furthermore, shareholders have no redemption or withdrawal rights. shareholders could therefore be restricted from exiting a Fund for an extended period of time. As a result, a purchase of participating non- voting shares should be considered only by persons financially able to maintain their investment and who can afford a loss of all or a substantial part of such investment. Disclosure of Confidential Information: As part of the subscription process and otherwise in their capacity as shareholders, investors will provide significant amounts of information about themselves to the Fund Manager and the Fund. Such information may be made available by the Fund Manager, Wafra Capital Partners, and their respective directors to other shareholders, third parties that have dealings with the Fund and governmental authorities (including by means of securities law-required information statements that are open to public inspection). Investors that are highly sensitive to such issues should consider taking steps to mitigate the impact upon them of such disclosures. In particular, the Funds, the Fund Manager, Wafra Capital Partners, and their respective officers, directors, managers, employees, and agents may be compelled to provide information requested by a regulatory or governmental authority or agency under applicable law. Disclosure of confidential information under such laws will not be regarded as a breach of any duty of confidentiality and, in certain circumstances, the Funds, the Fund Manager, Wafra Capital Partners, and their respective officers, directors, managers, employees, and agents may be prohibited from disclosing that the request has been made. The Funds, the Fund Manager, Wafra Capital Partners, and their respective officers, directors, managers, employees, and agents may also be required to provide information regarding investors to U.S. governmental and regulatory authorities, including the SEC and the U.S. Internal Revenue Service (the “IRS”). By subscribing for participating non-voting shares, each investor consents to the release of its information to relevant authorities. Limited Access to Information: The rights of shareholders to information regarding a Fund and its investments will be specified, and strictly limited, in each Fund’s respective confidential offering memorandum and articles of association. In particular, it is anticipated that the Fund Manager and Wafra Limited Partners will obtain certain types of material information that will not be disclosed to shareholders. For example, the Fund Manager or Wafra Capital Partners may obtain information regarding Investments that is material to determining the value of such investments. Such information may be withheld from shareholders in order to comply with confidentiality obligations or fiduciary duties or otherwise to protect the interests of a Fund. Decisions by the Fund Manager or Wafra Capital Partners to withhold information may have adverse consequences for shareholders in a variety of circumstances. For example, a shareholder that seeks to sell its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for shareholders to subject the Fund Manager or Wafra Capital Partners to rigorous oversight. Freedom of Information/Sunshine Laws: Under “freedom of information,” “sunshine,” “public records” and similar laws, certain governmental or other regulated entities may be required to publicly disclose confidential information regarding a Fund or its investments, notwithstanding contractual obligations to the contrary. Any such disclosure could have a material adverse effect upon a Fund or its investments, and could even expose a Fund, the Fund Manager or the members of the Fund Manager to claims for damages. Nevertheless, a Fund’s confidential offering memorandum and articles of association will not prohibit such entities from being admitted to a Fund. Functional Currency: The functional currency of a Fund will be U.S. dollars. Commitments of the shareholders, capital contributions, and distributions of cash generally will be stated, made or payable in U.S. dollars. An investor whose functional currency is not U.S. dollars will bear substantial risks associated with fluctuating currency exchange rates, particularly with please register to get more info

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Certain management persons of Wafra Capital Partners or WIAG are registered representatives of a registered broker-dealer, Wafra Securities Corporation, a member of the Financial Industry Regulatory Authority, Inc. Wafra InterVest Corporation and Wafra Capital Partners, L.P., non-U.S. affiliates of Wafra Capital Partners, provide to, together with certain of their affiliates, from time to time, Wafra Capital Partners, its affiliates and Funds services outside of the United States, which may include corporate advisory, management, business consulting, strategic planning, placement or similar services, as well as administration services and other services, which may be considered material to Wafra Capital Partners’ business or the Funds. Wafra Capital Partners forms part of a joint venture with Watani Investment Company K.S.C.C., an entity organized under the laws of Kuwait (“NBK Capital”) under the trade name WCP Investments LP (“WCPI”). NBK Capital, or an affiliate thereof (“the Distributor”), generally purchases Fund shares and distributes underlying beneficial ownership interests in Fund shares to investors and receives a fee from such investors pursuant to agreements and/or arrangements between them. Further, a portion of the collected fee is ultimately paid by the Distributor to WCPI. Additionally, for the provision of its services, the Distributor also receives a portion of the management fee that is paid to WCPI. Please see also “Advisory Business” in Item 4 for information about WCPI. The respective relationships with respect to, and services provided (if any) to, Wafra Capital Partners and/or any Fund are disclosed to potential Fund investors and are described in the relevant offering documents. To the extent that any of the Firm’s related persons receive fees either from the Firm or a Fund as compensation for its or their services to the Firm or the Fund, as applicable, such compensation arrangements are generally in writing and disclosed in the relevant agreements and/or offering documents. Agreements may provide that a portion of fees otherwise payable to Wafra Capital Partners will be paid or allocated to such affiliated entities. To the extent that a Fund directly engages an affiliate to perform non-advisory services for the Fund, any fees associated with such services will be separate from, and in addition to, the advisory fees paid to Wafra Capital Partners. Please see also Item 5 above, which includes important information and disclosures regarding fees and other compensation. Wafra Capital Partners, and/or any affiliate, officer, director and/or employee of Wafra Capital Partners or WIAG (together, the “Wafra Owners”) own(s) financial interests in one or more companies or entities in which or with which a Fund likely will enter into business transactions, and or may provide to equity or other financing, in seeking to achieve its investment objective. In the event that a Fund transacts with or invests in such a company or entity, the Firm negotiates the transaction terms on behalf of the Fund. A conflict of interest may exist with respect to such negotiations, as the Wafra Owners would benefit from the counterparty company or entity receiving favorable terms, which could be at the expense of the Fund. The Firm has adopted policies and procedures designed to ensure that, based on all of the factors and circumstances involved, the terms of such transactions are equitable to the Funds. Nevertheless, such transactional and/or financial terms may not be derived through “arm’s-length” negotiations; no assurance can be provided that the consideration and/or other financial benefits that the Wafra Owners receive due to their role on either side of such transactions is comparable to the consideration and/or other financial benefits that other parties in similar situations would receive. Please see also “Conflicts of Interest” in Item 8 for information about investments made by related persons of the Firm in investment opportunities in which the Funds may participate. please register to get more info

Transactions and Personal Trading
Wafra Capital Partners has adopted a code of ethics (the “Code”) as required by Rule 204A-1 under the Advisers Act. The Code also reflects the Firm’s standards for the conduct of its business and for the performance of the Firm’s duties to Funds. All officers, directors, partners and employees of Wafra Capital Partners and any other person who provides advice on behalf of Wafra Capital Partners and is subject to the Firm’s control and supervision (referred to as “Supervised Persons”) are required to adhere to the Code, and to conduct themselves at all times in compliance with the following standards:  The Firm has a strict policy of complying with all applicable laws, rules and regulations, including but not limited to federal securities laws; the Foreign Corrupt Practices Act of 1977, and applicable laws of foreign jurisdictions;  As a fiduciary to the Funds, it is the Firm’s policy to act in the interests of the Funds and adhere to the highest ethical standards in its dealing with the Funds; and  The Firm and its Supervised Persons will disclose all material facts relating to the advisory relationship. Wafra Capital Partners has appointed a Chief Compliance Officer (the “CCO”) to administer the Code and Wafra Capital Partners’ compliance program. Supervised Persons must be alert for any potential conflicts of interest between Wafra Capital Partners’ interests and the interests of each Fund, and for any improper activity on the part of other Supervised Persons, and promptly report any violations to the CCO. Supervised Persons must give prior notice of, and under certain circumstances receive written approval for, certain outside activities in which they wish to engage. This includes outside business interests, receipt of gifts beyond certain threshold values, personal trading of securities, and maintenance of personal brokerage accounts. Wafra Capital Partners and its related persons have a material financial interest with respect to fees paid by the Funds and investments made for or on behalf of the Funds. As discussed above, a Fund may transact with companies or other entities in which the Wafra Owners hold financial interests. These and other factors could create an incentive for the Firm to make investment decisions that are different from those that would be made in the absence of such interests and arrangements. The offering documents relating to each Fund, which are provided to investors prior to their making an investment, provide disclosure about these investments and conflicts of interest. Items 5, 6 and 10 include important information regarding, and disclosures about, the Firm’s and its related persons’ and affiliates’ participation or interests in Fund transactions and agreements. The Firm may engage in principal, agency cross or similar transactions with respect to the Funds. The Firm is aware of the potential conflicts of interest created by principal, agency cross or similar transactions. To the extent that the Firm engages in such transactions with respect to a Fund, it has established, in addition to other practices, a policy against self-dealing in order to prevent “dumping” of unwanted securities into Fund accounts and placing earning additional compensation ahead of a Fund’s interests. Any employee who plans to arrange a principal or agency cross transaction for or with a Fund must promptly notify the CCO and include a description of the proposed transaction. No principal or agency cross transaction may be effected without the prior written approval of the CFO. To the extent the Firm does engage in such transactions, it will do so in compliance with Section 206(3) of the Advisers Act. The Firm has adopted policies designed to prevent insider trading activities. The policies restrict or otherwise address certain practices and activities of Supervised Persons, including trading activities for or on behalf of a Supervised Person’s immediate family members. Under the Code and compliance program all employees are designated as “Access Persons” or “Access Exempt Persons”. Access Persons must generally seek and receive approval from the Firm’s Compliance Department prior to purchasing or selling in any of the following scenarios for their personal accounts other than: (i) all transactions involving private, 144a, or other limited opportunity, excluding WCP related co-investments that take place alongside clients or investors or otherwise associated with WCP or client investments; (ii) purchasing an investment from a client or affiliate thereof; (iii) selling an investment to a client or affiliate thereof; (iv) loaning money to a client, investor, or any affiliate thereof; and (v) hiring themselves or any affiliate or related party as a service provider on behalf of WCP or any client or affiliate thereof. However, all transactions in securities (except those noted above) occurring in all employees’ accounts are regularly monitored and reviewed. Access Persons are required to submit reports detailing their personal securities holdings of reportable securities as defined in the Code on an initial basis and an annual basis and to report transactions quarterly typically through submitting brokerage account statements and trade confirmations. If you would like a copy of Wafra Capital Partners’ Code of Ethics, please forward your written request via facsimile at (212) 377-0033 or to: Attn: Chief Compliance Officer Wafra Capital Partners Inc. 350 Park Avenue, 16th Floor New York, New York, 10022 please register to get more info

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Under the supervision of the Firm’s Chief Investment Officer, investment personnel at Wafra Capital Partners review and evaluate accounts to ensure compliance with each Fund’s investment objectives, policies and restrictions. Additionally, accounts are periodically reviewed for asset diversification, other requirements and performance. In addition to ongoing informal monitoring and reviewing of accounts, members of Wafra Capital Partners also meet regularly and on an as-needed basis to review new transaction prospects and to discuss current holdings to the extent there is recent or new news or factors requiring assessment. Wafra Capital Partners’ Funds’ investors or their representatives receive written reports from the Funds pursuant to the terms of each Fund’s offering memorandum or as otherwise described in the applicable offering documents. please register to get more info

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The determination of whether or not Wafra Capital Partners maintains custody with respect to any particular client is dependent on its agreement with such client and location and control of a client's funds and securities. Wafra Capital Partners has custody of certain clients’ funds and securities, and for others it is not deemed to have custody. As applicable, clients which receive statements from us should compare their account statements against statements received directly from their qualified custodian. Generally, all of Wafra Capital Partners' funds are audited annually by a public accounting firm; investors in a fund should carefully review the fund’s annual audited financial statements. please register to get more info

Terms with respect to the Funds are set out in the relevant offering documents. please register to get more info

Not applicable. please register to get more info

As an advisory firm that maintains discretionary authority for client accounts, we are also required to disclose any financial condition that is reasonable likely to impair our ability to meet our contractual obligations. Wafra Capital Partners has no such financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Wafra Capital Partners has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info