Warburg Pincus LLC, a New York limited liability company, together with its affiliates (hereinafter collectively referred to as “Warburg Pincus”, the “Firm”, “we”, “us” or “our”) is a global private equity investment firm. We provide investment advisory services to pooled investment vehicles referred to in this brochure as “Funds” or “Clients”.
Founded in 1966, Warburg Pincus is one of the oldest and most established private equity firms in the world. We are headquartered in New York, with ten additional investing offices around the world in Beijing, Berlin, Hong Kong, Houston, London, Mumbai, San Francisco, São Paulo, Shanghai and Singapore. The Managing Directors of our Firm are our principal owners. No person owns more than 25% of the Firm. Warburg Pincus affiliates serve as advisers, sponsors, general partners and/or managers of our Funds. Interests in our Funds are privately offered to qualified investors from time to time. Along with our own capital commitments to our Funds, we invest third party investors’ capital contributions to our Funds on a discretionary basis, primarily through private equity investments made by our Funds into operating businesses. Our global Funds are generally offered on the basis of a diversified private equity investment strategy rather than to meet individual objectives of investors. The Firm has also offered, and may offer in the future, other funds, including sector or geographically focused companion funds to co-invest with a global fund in certain subsets of investment opportunities. Our Funds’ governing documents establish discretionary authority for us to manage the investment and other day-to-day activities of the Funds, although certain limits on investments such as concentration limits and geographic sub-limits may be established on a Fund-specific basis. Our investment advisory business consists of identifying and selecting investment opportunities for our Funds, and participating in the acquisition, management, monitoring and ultimate disposition of our Funds’ investments. Since its founding, the Firm has followed a growth-oriented investment strategy. We seek to make thesis-driven growth capital transactions, venture capital, start-up, later stage, buyout, recapitalizations and other special situation investments across a variety of business sectors and geographic regions to maximize long-term investment returns for our Funds. Our Executive Management Group, including the committees of the firm’s Investment Management Group, coordinates the investment advisory business of the Firm on a global basis, led by the Firm’s Chief Executive Officer, Charles R. Kaye. We select companies for investment after conducting due diligence and developing a detailed investment thesis. As a fundamental aspect of our investment advisory strategy, we typically take an active role on the boards of directors of our portfolio companies – either by designating our employees to such boards of directors or, as deemed appropriate, through non-Warburg Pincus designees – providing assistance in developing and executing their strategic plans and realizing our investment theses. We invest in privately-held and publicly- traded companies. The majority of our investment professionals are specialized by the following core sectors of industry: Energy; Financial Services; Healthcare; Consumer; Industrial & Business Services; Technology/Media/Telecommunications; and Real Estate, with numerous related sub-sectors (including geographies) of specialization. Our primary existing private equity funds1 are: Warburg Pincus China-Southeast Asia II, L.P., a China and Southeast Asia-focused private equity fund established in 2019. Warburg Pincus Global Growth, L.P., a global private equity fund established in 2018. Warburg Pincus Financial Sector, L.P., a financial sector-focused companion fund established in 2017. Warburg Pincus China, L.P., a China-focused companion fund established in 2016. Warburg Pincus Private Equity XII, L.P., a global private equity fund established in 2015. Warburg Pincus Energy, L.P., an energy-focused-companion fund established in 2014. Warburg Pincus Private Equity XI, L.P., a global private equity fund established in 2012. Warburg Pincus Private Equity X, L.P., a global private equity fund established in 2007. Warburg Pincus Private Equity IX, L.P., a global private equity fund established in 2005. Warburg Pincus Private Equity VIII, L.P., a global private equity fund established in 2001. Warburg Pincus International Partners, L.P., a private equity fund established in 2000 that invested outside of the U.S. The Firm generally has discretion to establish co-investment vehicles and managed partnerships for investors, subject to the provisions of the applicable Fund governing documents (See Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading, Co-Investments for more information). As of December 31, 2019, Warburg Pincus manages approximately $40.9 billion of net assets (excluding approximately $19.9 billion of uncalled capital commitments) on behalf of the Funds on a discretionary basis, and no assets on a non-discretionary basis. 1 Warburg Pincus also manages Warburg Pincus XI (Asia), L.P., WP Financial, L.P. and Warburg Pincus AUSA, L.P., private investment funds established in 2017 and 2019, respectively. Warburg Pincus XI (Asia), L.P. was formed primarily to acquire a fixed percentage of the ownership interests in certain Asia portfolio investments of Warburg Pincus Private Equity XI, L.P. WP Financial, L.P. was formed to facilitate a co- investment in a portfolio investment with Warburg Pincus Private Equity XI, L.P. Warburg Pincus AUSA, L.P. was formed primarily to acquire ownership interests in a single portfolio investment of Warburg Pincus Private Equity XI, L.P. Warburg Pincus also manages a real estate fund that was established in 2006, Warburg Pincus Real Estate I, L.P. It was formed to pursue certain real estate opportunities in Asia, Europe and the United States that had a different risk/reward profile than the private equity investments the Firm generally pursues.
please register to get more info

Management Fees, Carried Interest We receive management fees – deducted in computing Fund profits – paid to us by the Funds quarterly in advance. As is customary in the private equity industry, our affiliates that act as general partners of our Funds receive an allocation of net profits, or “carried interest”. The management fees and carried interest that we or our affiliates receive from our Funds are predetermined in written agreements among Warburg Pincus, our affiliates and our Funds. Generally, management fees are a percentage of a Fund’s capital commitments, converting after a designated investment period to a percentage of the cost of the remaining assets and decreasing in the later years of the Fund. Management fee percentages generally range from 1.5% to 1.0% per annum. Generally, the affiliated general partner of our Funds will receive carried interest equal to 20% of the net profits of a Fund. We call capital from our Funds as needed to fund investments, cover expenses and other obligations and pay management fees. Management fees payable and other obligations will also be deducted from proceeds from investment realizations. In the event an investment management agreement or a Fund itself would be terminated, any pre-paid fees would be reimbursed to the Fund pro rata based on the portion of the quarter (or other period) for which fees were paid but for which services were not rendered. Warburg Pincus generally does not charge transaction fees, such as sponsor, advisory or monitoring fees, nor does it charge fees for any other services that its employees provide to portfolio companies. In the limited circumstances in which the Firm receives such a fee – such as when a co-investor in the transaction receives a fee or when the payment of fees is to one or more entities required to support or advise in respect of certain investments for the benefit of a Fund – a Fund’s pro rata share of any such fee received by Warburg Pincus from a portfolio company is applied 100% to offset the management fee payable by the relevant Fund or is otherwise allocated to the relevant Fund. Fees paid to our employees for service as directors of portfolio companies are also applied 100% to offset the management fee or are otherwise allocated to the relevant Fund. Additionally, in the event that certain Warburg Pincus employees and/or investment professionals are specifically allocated fees or carried interest in respect of one or more investment structures utilized for legal, tax, structuring and/or other reasons in one or more non-U.S. jurisdictions, such amounts generally offset the management fee or the carried interest of the relevant Fund and it is generally intended that such amounts would offset other economic entitlements, as described in the applicable Fund’s governing documents. A portion of such directors’ fees are typically paid in non-cash form (such as stock or options). The Firm seeks to take commercially reasonable steps to realize the value of non-cash directors’ fees and will apply a Fund’s pro rata share of any net realized value to reduce management fees. Such securities are subject to fluctuations in value over time, and may lose some or all value pending any realization, in which case any management fee offset or other allocation to the relevant Fund would be less than the value when received. For the avoidance of doubt, fees received by a co-investor or other parties in connection with a transaction will not offset the management fee payable by the relevant Fund or otherwise be allocated to the relevant Fund. When determining directors of portfolio companies, the Firm in some situations designates a non-Warburg Pincus employee who has specific skills and experience that would benefit the portfolio company. In such situations, the non-Warburg Pincus employee is generally entitled to retain any consideration received as a director of the portfolio company and such amounts are generally not applied to offset management fee or otherwise allocated to the applicable Fund. As such, when determining directors for portfolio companies, the Firm seeks to maximize the long-term value of the investment, not the amount of the management fee offset. In addition, we will from time to time retain certain former partners of the Firm – designated as Special Limited Partners – on behalf of a portfolio company, a prospective portfolio company or group of portfolio companies (or portfolio companies may retain such persons directly) and we also occasionally engage certain personnel to perform jurisdiction-specific administrative functions at one or more registered or administrative offices in a non-U.S. jurisdiction in connection with one or more investments in such jurisdiction. Such persons or personnel, including the Special Limited Partners may receive compensation, including fees, incentive equity or other stock awards, from any portfolio company and, in the case of Special Limited Partners may receive fees directly from Warburg Pincus for services that Warburg Pincus believes are performed in order to benefit Warburg Pincus as a whole. Any such amounts received by such Special Limited Partners and such personnel will not offset the management fee. Management fees pay for our overhead, including certain expenses relating to investments that we pursue for our Funds that are not consummated. The Funds are responsible for their organizational expenses (typically subject to a cap) and most other administrative and transaction expenses associated with their operations and investment activities, as described below. Some of these types of expenses will be incurred by the Funds for investments that we pursue for our Funds but are not consummated. The Firm’s management fees and carried interest are generally not negotiable, although Warburg Pincus may, in its sole discretion, reduce or waive management fees and carried interest with respect to a particular Fund, investor or co-investor. Additionally, limited partners in certain Funds who have made capital commitments above certain thresholds pay a reduced management fee. The existence of carried interest creates an incentive for Warburg Pincus to make more speculative investments or to hold an investment longer on behalf of a Fund than would otherwise be the case in the absence of such carried interest.
Fund Expenses A Fund will bear all of its own professional and direct operating expenses, including, without limitation, (i) the management fee, (ii) reasonable fees and expenses of attorneys, advisors, accountants, auditors, consultants, appraisers, administrators, finders, experts and other professionals retained by a Fund or by the Firm or its affiliates on behalf of a Fund, including fees or other compensation (whether in the form of cash or equity in the applicable portfolio company) and fees for certain personnel to perform jurisdiction-specific administrative functions at one or more registered or administrative offices in a non-U.S. jurisdiction in connection with one or more investments in such jurisdiction, (iii) expenses for depositary, trustee, record keeping, banking, safekeeping, custodial and other bank or similar services, (iv) expenses associated with the preparation of a Fund’s financial statements, tax returns and Schedules K-1, (v) principal, interest and any fees and expenses in connection with any borrowing or guarantee or other credit support or hedging activity permitted pursuant to a Fund’s governing documents, (vi) expenses of any Advisory Committee, any Valuation Committee and any technical advisory board established by a Fund, (vii) taxes and other governmental charges, fees and duties payable by a Fund to federal, state, local and other governmental agencies other than with respect to taxes on investments, (viii) fees, costs and expenses incurred by a Fund, the general partner of such Fund or any other Warburg Pincus professional in connection with the annual meetings and any other meetings of the Fund investors, (ix) fees, costs and expenses of reporting to investors on Fund or portfolio investment-related matters and any other Fund-specific reporting, notification or other filing obligations (including the preparation and filing of Form PF, filings required under the Securities Exchange Act of 1934, as amended (including, without limitation, Form 13F, Form 13H, Section 16 filings, Schedule 13D filings and Schedule 13G filings), U.S. Treasury TIC and BEA filings, any forms, schedules, reports, filings, information or other documents prepared with respect to the U.S. Foreign Account Tax Compliance Act and any comparable non-U.S. filings, and reports to be filed with the Commodities Futures Trading Commission), as well as software, hardware, technology and systems development and implementation costs related to each of the foregoing to the extent attributable to the activities undertaken for the benefit of a Fund or the Fund investors (but not the Firm), (x) legal, regulatory and compliance expenses of a Fund and its activities (but not of the Firm), including a Fund’s (but not the Firm’s) compliance with the E.U. Alternative Investment Fund Managers Directive, the cost of complying with side letter arrangements, including any “most favored nations” provisions and elections, and all fees, costs and expenses incurred in connection with the organization, management, operation and dissolution, liquidation and final winding up of any alternative investment vehicles or special purpose vehicles, (xi) litigation, mediation, arbitration, or other dispute resolution process-related expenses, including damages, settlements, and/or reimbursement obligations, (xii) indemnification and advancement payments and expenses, (xiii) premiums for insurance protecting a Fund and any indemnified persons in connection with the affairs of a Fund, (xiv) organizational expenses in connection with establishing a Fund (subject to any cap), (xv) expenses incurred in connection with winding up and liquidating a Fund, (xvi) unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer or any investor’s name change, internal restructuring, or change in trust, registered agent or custodian, (xvii) costs and expenses of developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software (including accounting, “know- your-client”, ledger systems, financial management and cybersecurity) or other administrator tools (including subscription-based services) and (xviii) costs and expenses involving amendments to, and waivers, consents or approvals pursuant to a Fund’s governing documents, including the preparation, distribution or implementation thereof. To the extent not included in the foregoing, a Fund will also bear all reasonable out-of-pocket expenses directly related to all proposed or prospective or consummated investments and the investigating, structuring, holding, monitoring, assistance, maintenance and disposition thereof (whether or not consummated and including any such expenses incurred by any acquisition, holding or alternative investment vehicle formed to facilitate or finance Fund investments) including, without limitation, (a) all reasonable professional fees and expenses, such as those for attorneys, advisors, accountants, auditors, Executives/Entrepreneurs-in-Residence, consultants, appraisers, experts, finders, investment bankers, underwriters, loan and other servicers, valuation agents, collection and administrative agents, pricing service providers and other professionals or custodians, (b) due diligence expenses, (c) research expenses related to specific portfolio companies or prospective portfolio companies, including expenses related to third-parties’ research or obtaining investment activity related market data and reporting, (d) brokerage, transaction finders and other intermediaries’ commissions and similar fees and other investment costs incurred by or on behalf of a Fund, (e) travel and related (such as food and lodging) and entertainment expenses (which includes travel expenses for the use of private aircraft, first class or business travel) but excluding certain travel and entertainment expenses for transactions not consummated as set forth in a Fund’s governing documents, (f) transfer taxes and costs related to the registration or qualification for sale of securities, (g) insurance expenses, (h) expenses incurred in respect of safekeeping, custodial and other bank services, (i) any reverse break up or similar fees or expenses, or liabilities incurred by a Fund or any acquisition vehicle on behalf of a Fund in connection with investments not consummated by a Fund, (j) any other out-of-pocket expenses in connection with the investigation, acquisition, monitoring, holding, assistance, maintenance or disposition of investments, including the costs incurred by any intermediate entity utilized to hold or facilitate investments (including, in certain cases, salary and benefits of any personnel and related overhead for persons that are not full-time employees of Warburg Pincus and which employees are deemed in good faith to be necessary for maintaining such investment and operating any holding vehicles for such assets) or other onshore domestic structures that facilitate investments in certain sectors or geographies, in each case, to the extent not paid for by a portfolio investment or prospective portfolio investment, (k) fees, costs, expenses and liabilities relating to derivatives and hedging transactions, (l) information technology expenses, including licensing and maintenance fees, (m) expenses incurred in connection with any tax audit, inquiry, investigation, settlement or review of a Fund and any costs of or related to the “partnership representative” of a Fund and (n) costs and expenses of the type described in (ix)-(xiii) above, to the extent not borne by a portfolio company. Fund expenses will be deducted in computing net profits. Fund investors should review the applicable Funds’ governing documents to understand the expenses borne by each Fund. Consultants The Firm has utilized and expects to continue to utilize a number of consultants (e.g., industry and technical advisors and Executive/Entrepreneurs-in-Residence) who are not employees of the Firm, but are paid fees for services provided to the Firm, the Funds and/or the Funds’ portfolio companies (a “Consultant”). The terms of engagement, including the compensation arrangements for Consultants are generally agreed between the Consultant and the Firm (or one of its affiliates or portfolio companies) at the time of engagement. Each such engagement is negotiated individually, depends upon anticipated advisory services, and will likely differ as between different individuals. The fees and expenses associated with Consultants are generally allocated to the Fund that is the recipient or beneficiary of the services provided and are generally not paid for out of, or offset against, the management fee paid to the Firm by the Funds. Consultants generally receive compensation arrangements comprised of one or more of the following: (i) a periodic fee, (ii) a discretionary performance- related bonus and (iii) grants of equity or co-investment opportunities in the portfolio companies in which they play a significant role. From time to time, certain Consultants will participate in equity interests in the applicable portfolio companies, including through structured interests, loans or similar arrangements provided by the applicable Funds. Consultants are also entitled to reimbursement for expenses incurred while providing services to the Firm, the Funds or the Funds’ portfolio companies. Consultants will from time to time serve on the boards of directors of portfolio companies or otherwise serve directly as consultants or advisors to portfolio companies and typically receive directors’ fees, consulting fees and other compensation in connection therewith from portfolio companies. In most cases, such compensation is retained by the Consultant and is not offset against management fees otherwise payable by the Funds. Consultants are not employees, however, some are permitted to use titles that relate to the Firm such as Executive/Entrepreneur-in-Residence, Industry Advisor or Senior Advisor for reasons relating to business objectives, market and cultural perceptions and social considerations. Such titles are not intended to be prescriptive for purposes of allocating expenses as between the Firm and the Funds. The Firm has adopted policies and procedures addressing internal approvals, whether particular Consultants should be subject to the Firm’s Code of Ethics, restrictions on access to information regarding the Firm, the Funds, or portfolio companies, and allocation of fees and expenses related to Consultants. Special Limited Partners The Firm has created a special designation – Special Limited Partner – for certain former partners of the Firm who are expected to continue to have a relationship with the Firm. Special Limited Partners are designated by the Chief Executive Officer. Special Limited Partners are not partners or employees of Warburg Pincus, nor are they Consultants (in the context described above). They do not accrue carried interest. A Special Limited Partner will receive certain perquisites and privileges from the Firm in recognition of the special contributions they had made to the Firm during their tenure as a partner of the Firm and during their continuing relationship with the Firm. A Special Limited Partner is generally eligible to co-invest in a specific portfolio company where the Special Limited Partner has been significantly involved or demonstrated significant value-add to the investment. Further, a Special Limited Partner is generally eligible to invest in a Warburg Pincus sponsored fund on a no fee, no carry basis.
Separately, the Firm will from time to time designate a Special Limited Partner to the board of directors of a portfolio company when the Special Limited Partner has specific skills or experience that would benefit the portfolio company. Special Limited Partners would, in certain or all of such situations, receive compensation, including fees, incentive equity or other stock awards, from any portfolio company for these and other services, and may receive fees directly from the Firm for services that the Firm believes are performed in order to benefit the Firm as a whole. Any such amounts received by a Special Limited Partner would typically be retained by the Special Limited Partner and generally would not be applied to offset the management fees due from the respective Fund. Special Limited Partners would, in certain or all of such situations also receive reimbursement of expenses from the portfolio company, the Firm, or the applicable Fund or Funds. Senior Strategic Partner The Firm has created a category of Senior Strategic Partner (an “SSP”) and may designate additional SSPs in the future. As is the case with Special Limited Partners, an SSP is not a professional or employee of Warburg Pincus, nor a Consultant. An SSP generally will have a passive equity interest (or other economic interest) in an affiliate of the Firm and as a limited partner in Funds managed by the Firm, and may be permitted to co- invest in specific co-investment opportunities, subject to and in accordance with, the Firm’s co-investment policies (see Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Co- Investments for more information). An SSP also typically provides broad strategic assistance to the Firm in one or more aspects of the Firm’s business. please register to get more info

As discussed in Item 5. Fees and Compensation, Warburg Pincus, through its general partner affiliates, typically receives a carried interest equal to 20% of the net profits of the Funds it manages. The Firm will, from time to time, form parallel or co-investment vehicles to facilitate investments in or alongside the Funds, with or without fees or carried interest, by its partners and employees as well as by other individuals (including their related estate and tax planning vehicles). The Firm will also, in its sole discretion, provide co-investment opportunities, with or without fees or carried interest, to limited partners or third parties for a variety of reasons including strategic reasons relating to our investment advisory business (see Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading, Co-Investments for more information). The Firm has also offered, and may offer in the future, other funds, including sector or geographically focused companion Funds to co-invest with a global Fund in certain subsets of investment opportunities. The allocation of investment opportunities as between a global Fund and such other Fund, if applicable, would be subject to guidelines and restrictions set forth in each Fund’s governing documents and as determined by Warburg Pincus in good faith is appropriate after taking into account such considerations as the allocation guidelines applicable to the Funds, the capital available to a companion Fund and a global Fund, the size of the transaction, portfolio diversification, investment guidelines, risk allocation, contractual prohibitions, the amount of the potential follow-on investing that may be required for such investment and the other portfolio investments of the companion Fund and such global Fund and the relation to the investment strategies of the vehicles, as well as portfolio balance. Funds generally pay varying management fees and carried interest at various stages in their timeline and based on the outcome of the investments it has made. The Firm has an incentive to allocate more time, resources or investment opportunities to Funds that pay higher management fees and/or carried interest or for other reasons that will present conflicts of interest. The Firm’s practice is generally to make investment decisions with respect to a particular portfolio company concurrently for all applicable Funds and co-investment vehicles. The Firm, however, may not be required to do this, subject to the terms of the applicable Funds’ governing documents. Potential conflicts of interest associated with the allocation of investment opportunities are mitigated in that the Firm generally makes new investments for one Fund and, as applicable, one or more companion Funds at a given time and does not make investments for another Fund until the predecessor Fund is substantially fully invested or committed. A follow-on investment opportunity in a portfolio company is generally reserved for the Fund or Funds that originally invested in the portfolio company, subject to the guidelines and restrictions of the Fund’s governing documents and/or approval of the applicable Fund Advisory Committees and various factors including the availability of capital in a Fund. During the transition period from a predecessor Fund to a successor Fund, investment opportunities are from time to time allocated between the two Funds (in addition to companion Funds) pursuant to guidelines and restrictions of the respective Fund’s governing documents and/or as approved by the relevant Fund Advisory Committees and allocations of investments and fees and expenses associated with such investments may be appropriately made and adjusted based on such governing documents and/or approvals (see Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Allocation of Investment Opportunities with Other Entities for additional information regarding the allocation of investment opportunities). please register to get more info

We and our affiliates serve as advisers, sponsors, general partners and/or managers of the Funds. Our Funds, or “Clients”, are generally pooled investment vehicles offered on the basis of a predetermined investment strategy rather than to meet the individual objectives of its investors. Interests in our Funds are privately offered to qualified investors from time to time. Investors in our Funds generally include state, city and corporate pension plans, financial and insurance institutions, sovereign wealth funds, foundations, endowments, certain of our employees and other individuals. Our Funds are not registered or required to be registered under the Investment Company Act of 1940.
When offered, the Funds typically require a minimum commitment from investors, which may differ from Fund to Fund depending on our view of the prevailing market terms at the time of the offering; however, we have discretion to accept a lower commitment amount.
please register to get more info

Warburg Pincus’ team of over 200 investment professionals, including over 70 Managing Directors, is one of the largest private equity-focused investment teams in our industry. The Firm focuses on thesis-driven investments in companies with accomplished management teams. Given the global nature of the Firm’s investment activities and broad spectrum of stages in which we invest, the Firm will employ one or more of a broad variety of fundamental investment and market analyses, as appropriate, depending on the prospective opportunity. Growth-Oriented Investing We emphasize growth-oriented investing and seek to build companies at all stages, from conceiving and creating venture capital opportunities, to providing growth capital to meet the needs of existing businesses, to investing in later-stage and buyout transactions, to special situations with unique characteristics. Across the range of the Firm’s investments, our aim is to build lasting companies that will perform well in growing industries. We seek to generate profits primarily from increasing operating earnings at our portfolio companies, rather than exclusively through financial engineering or multiple expansions, positioning the Fund for attractive long-term investment returns throughout economic and capital markets cycles. Warburg Pincus is typically the largest or lead investor in our transactions, allowing for a focus on overall return with appropriate oversight of a portfolio company’s business plan and strategy. The Firm typically plays an active role with the Funds’ portfolio companies and generally seeks the right to designate Warburg Pincus employees, or other non-Warburg Pincus representatives with relevant skills or experience, to its portfolio companies’ boards of directors. Our view of growth investing also extends to a selective, disciplined approach to leveraged buyout situations, focusing on high-quality companies and management teams presenting opportunities for attractive returns, relative to risk, and unique platforms for organic growth, expansion or add-on acquisitions. Industry Specialization Our Firm takes a specialized “sector” approach to investing in industries and companies. The core sectors we emphasize are: Energy; Financial Services; Healthcare; Consumer; Industrial & Business Services; Technology/Media/Telecommunications; and Real Estate, with numerous sub-sectors of specialization. We believe that this sector approach and the knowledge of our Firm’s professionals in these sectors often provides us with advantages in sourcing, selecting or conceiving investment opportunities and realizing investments. A Global Investor Warburg Pincus has a long tradition of investing internationally. The Firm is headquartered in New York with ten additional investment offices around the world in Beijing, Berlin, Hong Kong, Houston, London, Mumbai, San Francisco, São Paulo, Shanghai and Singapore. The Firm also has administrative offices in New York, Amsterdam, Luxembourg and Mauritius. Our global approach includes a focus on investing in emerging markets, including China, India, Brazil and Central and Eastern Europe, as well as frontier markets, such as certain countries in Africa and Southeast Asia. We believe these regions are well-suited to the Firm’s growth-oriented investing style and sector expertise. Investment Process & Monitoring Warburg Pincus’ investment decision-making process involves iterative discussions and conviction-building about potential investments in portfolio companies. The decision-making process begins early in the due diligence cycle on companies and involves significant discussions and deliberation within the relevant groups (either geographies or industry sectors) making the applicable investment, other areas of the Firm that have a point of view and can add to the process, and the senior management of the Firm (i.e., the Chief Executive Officer, President and Chief Financial Officer). The decision-making process draws heavily on the collaborative and partnership-oriented culture of the Firm and aims to ensure that discussions among the various decisionmakers are well-informed, transparent and candid. The investment decision-making process is organized around the Firm’s senior management. All investment decisions at Warburg Pincus are made by the firm’s senior management with the recommendation of and input from the committees of the Firm’s Investment Management Group. The Chief Executive Officer serves as the chair of the such committees. Our investment professionals perform extensive due diligence in evaluating potential investments. Our processes and sector specialization also enable us to react quickly to special situations that may develop. Beyond the due diligence process, we believe that much of the investment value is created by working with a portfolio company through the life of an investment. Because of the Firm’s substantial experience with the issues faced by management teams of growth companies, its industry sector knowledge and its advisory network, professionals of the Firm are routinely involved with portfolio companies in broad strategic matters, assisting with finding key management personnel, identifying and evaluating acquisitions and other strategic decisions and financing issues, all with the objective to build and grow lasting companies that generate attractive returns for our Funds. Investments are reviewed at least quarterly by our Executive Management Group, including the committees of the Firm’s Investment Management Group, and discussed at the Firm’s regular quarterly review meetings. Risks Associated with the Firm’s Investment Strategies and Methods Risk of Loss The types of investments we seek to make involve a high degree of business and financial risk. Investors in a Fund should be aware that all investments in securities involve a risk of loss of capital that they should be prepared to bear. No guarantee or representation is made that a Fund will achieve its investment objective or avoid substantial losses. An investment in a Fund is speculative and involves certain considerations and risk factors. Each Fund’s offering memorandum includes additional applicable risks to those set out below, and not all of the risks set out below are necessarily applicable to every Fund. Business and Market Risks A Fund’s investment portfolio will include securities and/or other interests issued primarily by privately-held companies and operating results in a specified period will be difficult to predict. In addition, it is expected that a Fund’s investment portfolio will include, among others, companies in an early stage of development, which may not have a proven operating history, may face competition from companies with greater resources and may require substantial additional capital to support their operations or to finance expansion. It is expected that a Fund’s investment portfolio will also include securities issued by public companies and listed on exchanges in the U.S. or elsewhere, including, potentially, in each case, formerly privately-held portfolio companies that have consummated initial public offerings during a Fund’s holding period. Public companies may be subject to public reporting requirements that could have a significant impact on the valuation of their shares on any given trading day. The foregoing investments involve a high degree of business and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions (including the global credit markets and exchange rates), and changes in laws, regulations, fiscal policies or political, diplomatic and socioeconomic conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks. The possibility of partial or total loss of capital will exist, and investors should not invest unless they can readily bear the consequences of such loss. Lack of Diversification; Limited Number of Investments While Warburg Pincus has historically sought to balance domestic and international investments in its global Funds across its core industry sectors and across all stages of company development, there is no assurance as to the degree of diversification that will actually be achieved in a Fund’s investments. The Firm’s sector and geographic-focused companion funds may offer less diversification than the Firm’s global funds. Furthermore, a Fund may ultimately make only a limited number of investments, and accordingly, the performance of one or more substantial investments may have a significant impact on the overall performance of a Fund. To the extent that a Fund concentrates its investments in a particular issuer, industry, asset type or location, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. Changes in Investment Focus Other than in the case of industry-focused companion funds, Funds are generally not restricted in terms of the percentage of their capital that can be invested in a particular industry, but may be restricted as to the percentage of their capital that may be invested in a single portfolio company, or (other than in the case of geographic- focused companion funds) as to geographic concentration. Many factors may contribute to changes in emphasis in the construction of a Fund’s portfolio, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries and investment opportunities that Warburg Pincus believes may be available at attractive prices. There can be no assurance that the investment portfolio of a Fund will resemble the portfolio of any prior Fund. Reliance on Portfolio Company Management The day-to-day operations of each portfolio company will be the responsibility of such portfolio company’s management team. Although Warburg Pincus will be responsible for monitoring the performance of each investment and a Fund will seek to invest in companies operated by (or otherwise put in place) strong management teams, there can be no assurance that a portfolio company’s existing management team, or any successor team, will be able to operate such company in accordance with a Fund’s expectations. In addition, a Fund may not be the controlling shareholder in a portfolio company or represent a majority of its Board of Directors, and thus may exert less influence than a controlling shareholder. Risks Relating to Due Diligence of and Conduct at Portfolio Companies Before making investments, Warburg Pincus will typically conduct such due diligence as it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto and Warburg Pincus may rely on the advice received from such third parties. There can be no assurance that Warburg Pincus or such third parties will be able to detect or prevent irregular accounting, employee misconduct, corruption or fraudulent practices during the due diligence and negotiation phase or in its efforts to monitor the investment on an ongoing basis, or that any risk management procedures implemented on behalf of a Fund will be adequate. An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company or the seller of any portfolio investment, whether intentional or otherwise. Such inaccuracy or incompleteness may adversely affect the value of a Fund’s investments in such portfolio company and the terms of acquiring such vehicle may limit recourse, or such recourse may be unavailable due to local laws or the solvency of the seller. The due diligence investigation carried out with respect to any investment opportunity will not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in an investment being successful or even ensure a return of invested capital. Conduct occurring at portfolio companies or assets, even activities that occurred prior to a Fund’s investment therein, could have an adverse impact on a Fund or such investment. Lack of Liquidity of Investments Most, if not substantially all, of the investments to be made by a Fund are likely to be illiquid. Illiquidity would result from the absence of an established market for the investments, limited trading volume relative to a Fund’s ownership (in the case of public equities), as well as legal, contractual, regulatory or other restrictions on the resale of investments by a Fund. Dispositions of investments may be subject to contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. Losses on unsuccessful investments may be realized before gains on successful investments are realized. Investments in publicly-traded companies or assets held by a Fund may also be subject to legal, regulatory, practical, applicable company policy, contractual or other restrictions on resale, including the possibility that a Fund will be in possession of material non-public information about a company, as well as statutory volume limitations. In addition, the ability to exit an investment through the public markets (and the terms of such exit) will depend on market conditions, and particularly the market for public offerings. A Fund’s investment program should be considered speculative, as there can be no assurance that the assessments of Warburg Pincus of the short-term or long-term prospects of investments will generate a profit for investors. A Fund is only obligated to make distributions to the extent of distributable cash, if any, and may, in limited circumstances as set out in the Fund’s governing documents, reserve or reinvest certain proceeds from investments, rather than distribute them to investors. Lack of Sufficient Investment Opportunities The business of identifying, completing, structuring and realizing private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund may never be fully invested if enough sufficiently attractive investments are not identified. However, Fund investors will be required to pay management fees for an extended period of time based partially on the entire amount of their respective commitments, even if a Fund is never fully invested. The availability of investments generally will be subject to market conditions, including perceptions of Warburg Pincus’ ability to consummate transactions. In particular, in light of changes in such conditions certain types of investments may not be available to a Fund on terms that are attractive. Moreover, Warburg Pincus expects competition among private equity firms and financial investors to potentially increase, and that such increased competition may produce more bidders and more competitive bids for companies and assets and may reduce the investment opportunities available to a Fund. A Fund will be competing for investments with many other private equity and hedge fund investors, as well as companies, governments, public equity market participants, individuals, financial institutions, family offices, sovereign wealth funds and other investors that may invest directly or alongside other private equity sponsors. Additional investment funds with similar objectives or geographic focuses as a Fund could be formed in the future by other related or unrelated parties. Some of these competitors are likely to have more relevant experience, greater financial resources and/or purchasing power, greater negotiating power, a greater willingness to take on risk, a lower cost of capital, beneficial regulatory structures and/or more personnel or more local resources than Warburg Pincus and its affiliates. Further, there continues to be a significant amount of equity capital available for investment by such other investors. In such an environment, the sourcing and execution of transactions for a Fund, whether on a proprietary basis or otherwise, become more challenging and there is no guarantee that investments meeting a Fund’s investment criteria will be available to such Fund or that such Fund will be able to fully invest its committed capital. To the extent that a Fund encounters competition for investments, returns to limited partners may decrease, including as a result of higher pricing, forgoing opportunities, or negotiating fewer transactional protections in order to remain competitive. Additionally, a Fund may incur bid, due diligence, negotiating, consulting or other costs on investments that may not be successful, and may bear such costs on behalf of potential co-investors. As a result, a Fund may not recover all of its costs through investments, which would limit returns. Economic turmoil, governmental intervention and regulations on foreign investment may also limit the availability of investment opportunities to a Fund. Moreover, certain investment opportunities may depend upon Warburg Pincus’ ability to enter into satisfactory relationships with joint venture, co-invest or operating partners or management teams or receive approval from third parties who have greater control over critical aspects of contractual relationships. There can be no assurance that Warburg Pincus will be able to enter into or continue any such relationships, including because of the factors above. Allocation of Investment Opportunities with Other Entities and Conflicting Fiduciary Duties to Other Entities The allocation of investment opportunities as between a global Fund, a companion Fund, if applicable, and any other Fund are subject to guidelines and restrictions set forth in each Fund’s governing documents and as described further under Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Allocation of Investment Opportunities with Other Entities. Allocation determinations and the discretion to vary allocations based on various factors may result in the allocation of all, none or a greater or less than optimal portion of certain investment opportunities to a Fund, which could adversely affect the Fund’s performance to the extent that the Fund receives a large allocation of an investment that ultimately underperforms, or is not allocated as much of an investment that ultimately is successful, and either scenario could adversely affect the Fund’s performance. Subject to the terms of the applicable Fund’s governing documents, Warburg Pincus will allocate any such opportunities among the applicable Funds as it determines in good faith is appropriate, taking into consideration, including without limitation, such factors as the allocation guidelines applicable to the Funds, the capital available to a companion Fund and a global Fund, the size of the proposed investment, portfolio diversification, investment guidelines, risk allocation, contractual prohibitions, the amount of the potential follow-on investing anticipated to be required for such investment and the other portfolio investments of the companion Fund and such global Fund and the relation to the investment strategies of the vehicles, as well as portfolio balance. Valuation Other than the valuation of marketable securities to be distributed in kind based on publicly quoted trading prices, valuations of a Fund’s assets shall generally be based on fair value determined by Warburg Pincus in accordance with generally accepted accounting principles, subject to the approval by the Valuation Committee (a subcommittee of the respective Fund’s Advisory Committee) of Warburg Pincus’ valuations or the valuation policies and procedures. When determining fair value, Warburg Pincus will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts and circumstances of the respective investments. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ materially from values that would have been determined had an active market existed for such securities and may differ materially from the prices at which such securities ultimately may be sold. Monetary Policy and Governmental Intervention Affecting the Broader Investment Climate Actions by the Board of Governors of the U.S. Federal Reserve System (the “Federal Reserve”) and certain non-U.S. central banks, including changes in policies and taking other actions to stabilize markets, combat inflation and/or encourage economic growth, may have a significant effect on interest rates, inflation and on the U.S. and world economies generally, which in turn may affect the performance of a Fund’s investments on an absolute and/or relative basis. To the extent the Federal Reserve ceases to continue decreasing interest rates and instead starts increasing interest rates, the ability for a Fund and its investments to borrow on attractive terms may be adversely affected. Rising rates in countries in which a Fund might invest could increase borrowing costs for portfolio companies located in such countries. A Fund may as a result also be required to invest additional equity into portfolio companies, raising the costs to a Fund of acquiring businesses and/or limiting the diversity of the overall portfolio. Such events could also put pressure on asset and equities prices, which in turn could affect the performance of a Fund and the companies in which it investments. Conversely, a Fund may choose to keep less cash or reserves on hand which could result in a greater frequency of capital calls from limited partners and/or greater reliance on borrowing, along with related costs. In addition, the consequences of the extensive changes to the regulation of various markets and market participants contemplated by the legislation and increased regulation arising out of the 2008 global financial crisis have not been fully realized in all cases and therefore the ultimate effects thereof are difficult to predict or measure with certainty. In response to interagency guidance on leveraged lending by the Federal Reserve, the Office of the Comptroller of the Currency in the U.S. and the U.S. Federal Deposit Insurance Corporation have considered curtailing certain leveraged lending to market participants such as private equity firms in connection with their investment activities. To the extent leveraged lending is curtailed then private equity funds may need to finance portfolio investments with a greater proportion of equity relative to prior periods and the terms of debt financing may be less flexible or advantageous for borrowers compared to prior periods. Changes in policy of this type may impair a Fund’s ability to consummate transactions and/or cause a Fund to seek alternative capital sources and/or to enter into transactions on less favorable terms, including both acquisitions and exits as borrowings may be limited or certain loan terms may no longer be available to potential buyers. Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. Furthermore, such confidence may be adversely affected by local, regional or global health crises including but not limited to the rapid and pandemic spread of novel viruses commonly known as SARS, MERS and COVID-19. Such health crises could exacerbate political, social and economic risks previously mentioned and result in significant breakdowns, delays and other disruptions on a local, regional and global scale, which may have adverse effects on the operating performance of affected portfolio companies. A climate of uncertainty, including the spread of infectious viruses or diseases, may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Funds and their portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by the Funds and result in longer holding periods for investments. Furthermore, such uncertainty, including the uncertainty stemming from the spread of infectious viruses or diseases, or general economic downturn may have an adverse effect upon the Funds’ portfolio companies. Non-U.S. Investments Generally A Fund may, subject to the terms of the applicable Fund’s governing documents, invest in the securities of issuers and other assets located outside of the U.S. Additionally, certain of the Funds that are geographic- focused companion funds are expected to make substantially all of its investments in the securities of issues and other assets located outside of the U.S. Non-U.S. investments involve certain factors not typically associated with investing in the U.S., including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which a Fund’s foreign investments are denominated, and costs associated with conversion of investment capital and income from one currency into another and/or the repatriation of capital from such jurisdictions; (ii) inflation matters, including rapid fluctuations in inflation rates; (iii) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and the potential of less government supervision and regulation; (iv) economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; (v) the possible imposition of foreign taxes on income and gains recognized with respect to such securities and (vi) the current U.S. presidential administration’s possible imposition of restrictions on and/or heightened regulatory burdens with respect to non-U.S. investments. Any such restrictions could substantially limit the ability of a Fund to make investments, and as a result, may negatively affect the performance of a Fund. In addition, laws and regulations of foreign countries may impose restrictions that would not exist in the U.S. and may require financing and structuring alternatives that differ significantly from those customarily used in the U.S. Foreign countries also may impose taxes on a Fund and/or the investors of a Fund. Warburg Pincus intends to analyze risks in the applicable foreign countries before making such investments, but no assurance can be given that a change in political or economic climate, or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation will not adversely affect a Fund, investors or an investment by a Fund. Investments in Emerging Markets A Fund may, subject to the terms of the applicable Fund’s governing documents, invest in securities of issuers located in emerging markets, such as China, India, various Latin American Countries and some emerging countries in Central and Eastern Europe, as well as investments in certain frontier markets such as certain countries in Africa and Southeast Asia. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other, more established economies or markets. Such risks may include, among others, to varying degrees based on the particular country (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including conflict or social unrest; (iii) greater governmental involvement in, and control over, the economy; (iv) governmental decisions to cease support of economic reform programs or to impose central planning of the economy; (v) less extensive regulation of financial and other markets; (vi) greater regulatory uncertainty; (vii) greater volatility, less liquidity and smaller capitalization of markets; (viii) greater volatility and greater governmental involvement in monetary policy and currency exchange rates; (ix) greater risk of inflation; (x) higher dependence on exports and the corresponding importance of international trade; (xi) greater controls on foreign investment and limitations on the realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (xii) less developed corporate laws, including greater uncertainty regarding the extent of the duties of officers and directors, the limitations of their liabilities and the protection of investors; (xiii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiv) maintenance of a Fund’s investments (as well as cash pending investment consummation or distribution) with non-U.S. brokers and securities depositories that may be subject to fewer regulations in terms of segregation of cash and assets and adequate capitalization; (xv) risks associated with differing cultural expectations and norms regarding business practices, gifts and hospitality; (xvi) less developed compliance infrastructure and less availability of qualified personnel with experience in compliance and risk management; (xvii) differences in auditing and financial reporting standards, which may result in the unavailability of material information about portfolio companies; (xviii) less developed, reliable or independent judicial systems for the enforcement of contracts or claims; (xix) threats or incidents of corruption or fraud; (xx) less developed cybersecurity and technology infrastructure and greater risk of misappropriation of intellectual property and/or personal information; and (xxi) national security-related investment clearance regimes that may cause a Fund not to pursue certain investments, or to alter certain activities, liquidate certain portfolio investments or liquidate such investments prior to or after the time when Warburg Pincus would otherwise choose to liquidate to achieve optimal returns, all of which may cause losses or have other negative impacts on a Fund or its portfolio investments. Repatriation of investment income, assets and the proceeds of sales by foreign investors, such as a Fund, may require governmental registration and/or approval in some emerging or frontier markets. A Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by the Fund or gains from the disposition of such financial instruments and other assets. In emerging markets, there can be less government supervision of or a less predictable application of regulations towards business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Many emerging market countries do not have mature legal or regulatory systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not proceed at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among tribal, local, regional and national requirements or authorities. In certain cases, the laws and regulations governing investments in securities and/or assets may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in some countries. A Fund may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts. Certain of the markets in which Warburg Pincus may invest are frontier markets that are subject to many of the same risks as investments in emerging markets, as well as heightened or additional risks, including political instability, conflict and corruption. Investments may be made in territories where border disputes exist, making the legal, political and security climate uncertain, and there can be no assurances that such potential instability will ease. Transactions in such regions may depend upon accessing appropriate and reputable intermediaries. Despite a growing trend toward democratic processes, some frontier economies are in countries with a history of military conflict and corruption. If such activities were to recur, they could reverse favorable trends toward economic and market reform, privatization and the removal of trade barriers, and result in significant disruptions in markets. Investments in Brazil Investments in Brazil involve a high degree of risk and special considerations not typically associated with investing in more developed and stable environments, including, but not limited to, those set forth below. The overall value of any portfolio investments in Brazil will be affected by Brazil’s distinctive economic, political and regulatory environment, including, without limitation, interest rate levels, inflation, the availability of financing in local markets, as well as changes to the legal environment. The Brazilian economy has been characterized by government intervention, including drastic intervention in certain circumstances, which has often changed monetary, credit, tax and other policies to influence Brazil’s economy. The Brazilian government’s actions to control inflation and affect other policies have often involved the determination of minimum wages and price controls in certain industries, fluctuation of the Central Bank of Brazil’s base interest rates and modifications of the taxation of foreign investments. Actions taken by the Brazilian government concerning the economy may have important effects on Brazilian entities and investment vehicles, including local private equity funds (Fundos de Investimento em Participações (“FIP”)), and on market conditions and prices of Brazilian securities, including those that may be held by a Fund. For example, in the past, the Brazilian government maintained price controls, and Warburg Pincus cannot assure investors that price controls will not be imposed in the future. A Fund’s investments in Brazil may also be materially and adversely affected by the following factors and the Brazilian government’s actions in response to them: devaluations and other exchange rate movements; monetary policies; inflation rates; economic and social instability; interest rates; exchange controls and certain taxes levied on remittances abroad, for which rates may vary from time to time; liquidity of the domestic capital and lending markets; tax policy; commodity price instability and other political, diplomatic, social and economic policies or developments in or affecting Brazil. The operation and cash flows of any portfolio investment may depend, in some cases to a significant extent, upon prevailing or improving market prices for energy commodities (such as oil, gas, coal and power). Market prices of these energy commodities as well as other inputs may fluctuate materially depending on a variety of factors beyond the control of Warburg Pincus or a Fund. Uncertainty over whether the Brazilian government will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil. Historically, the political scenario in Brazil has influenced the performance of the Brazilian economy; in particular, political crises have affected the confidence of investors and the public in general, which adversely affected the economic development in Brazil. These and other future developments in the Brazilian economy and governmental policies may adversely affect a Fund. A Fund may invest in Brazilian portfolio investments substantially through one or more FIPs, directly or indirectly, which may pose certain risks to such Fund and its limited partners. Any FIP will be regulated by Brazilian law and will be subject to changes of such laws. There can be no assurances that such laws will not change in a manner adverse to a Fund and/or its limited partners. In addition, a FIP will be governed by its bylaws, which may be amended by its investors. The ability of a Fund to obtain favorable tax treatment on its investments in Brazil depends on the ability of an investment structure to comply with all of a FIP’s tax benefit requirements. No assurance can be given that the FIP tax benefit requirements will be met generally or at any particular time, and that such requirements will not be modified. If the FIP tax benefit requirements are not met, or if there are changes in Brazilian tax laws, a Fund could be subject to significantly more tax in Brazil, which could result in significantly lower returns for investors. Investments in China Investing in China involves certain risks not typically associated with investments in other countries or more developed markets, including but not limited to the risks summarized below. The economy of China may perform favorably or unfavorably compared with other economies in such respects as growth of gross domestic product, rate of inflation, currency controls, currency appreciation or depreciation, capital reinvestment, resource self- sufficiency and balance of payments. The economy of China is generally heavily dependent upon international trade and, accordingly, may be affected adversely by global geopolitical influences, including protective trade barriers, nationalist policies and sentiment, and economic conditions in the countries with which it trades. Further, the current U.S. presidential administration has supported greater restrictions on trade generally and has implemented significant increases on tariffs on goods imported into the U.S., with particular impacts on goods imported from China. The economy of China is also vulnerable to weaknesses in world prices for its commodity exports. Such risks cannot be eliminated entirely, and may in any case be beyond the control of Warburg Pincus. China’s economic reform program, which started in the late 1970s, has led to rapid economic development and substantial improvements in the standard of living. However, there can be no assurance that these reform- oriented economic policies will continue with the current and future political leaderships of China. Such reform measures may be adjusted, modified or applied inconsistently from industry to industry or across different regions of China. In addition, despite China’s ongoing transition from a rigidly central-planned state-run economy to an economy that has been partially reformed by more market-oriented policies, the Chinese government continues to own, directly or indirectly, a substantial portion of China’s productive assets and continues to play a significant role in regulating development through industrial policies, taxation, allocating resources, regulating payments of foreign currency obligations, imposing credit policies on commercial banks, setting monetary policy and currency exchange rates, and providing preferential treatment to particular industries or companies. Recently, there have been signals of change regarding such market-oriented policies, which some observers have interpreted as indicating that China may be moving away from reforms and instead towards stronger state control of the economy. Moreover, there has been a recent trend of the Chinese government taking over companies that are unable to repay their debts. While the Chinese economy has experienced extraordinarily rapid growth in the past three decades, this growth has been uneven, both geographically and across various sectors of the economy, and recently this growth rate has slowed to its slowest pace since the global financial crisis. China’s slowing economic growth could indicate chronic issues in its economy, including excessive debt, weak industrial output, concerns about a real estate bubble, a weakening currency, an uncompetitive business environment, and geopolitical instability. Particularly, the current U.S. presidential administration’s implementation of tariffs on Chinese goods, the two countries’ divergent monetary policies, increasing tension between the U.S. and China, and the psychological impact of a potential trade war could cause China’s economy to move into an environment where such growth continues to slow. Any further increase in tension could have a negative impact on the Chinese economy, imperil relations amongst other countries, escalate geopolitical instability and adversely impact a Fund’s investments. China’s debt also has increased significantly since the global financial crisis. Moreover, debt at the local government level is frequently written down by the Chinese government and China has faced resistance over debt associated with its investments in infrastructure projects in other countries. While the Chinese government has implemented various measures to promote economic development, though and to reduce the debt, some of these initiatives may have a negative effect on a Fund’s portfolio companies (e.g., by resulting in higher refinancing and default risk) and could result in a further loss of momentum in the Chinese economy. Further, a slowdown in the economies of the U.S., the European Union (“EU”) and certain countries in Asia may adversely affect the economic growth in China, which is to some extent dependent on exports to those countries. It is also possible that during the term of a Fund, China could experience a recession, generally defined as two or more consecutive quarters of contraction of gross domestic product. Recently, the Chinese stock market dropped to a four-year low and there has been a wave of forced selling by leveraged investors. There has also been an increase in the so-called “collateralization” of shares by individuals to borrow money, while at the same time, the value of the stock market has gone down. The recent volatility in the Chinese stock markets reflects the unpredictability of the economy in China, and may indicate a lack of confidence in the economy the overextension of firms or their inability to pay off their debts. It is uncertain whether such volatility will continue and have a significant and lasting impact on the portfolio companies in which a Fund will invest. Such volatility has prompted the Chinese government to implement a number of policies and restrictions with regards to the securities markets. For instance, the Chinese government implemented a temporary moratorium on the sale of certain securities, subject to certain conditions. While these actions are aimed at maintaining growth and stability in the stock market, a Fund may be negatively affected by, among other things, disruptions in the ability to sell securities when most advantageous given market conditions. Additionally, China continues to limit direct foreign investments generally in industries deemed important to national interests. Foreign investment in domestic securities is also subject to substantial restrictions. It is not clear what the long-term effects of these policies will be on the securities market in China or whether additional actions by the Chinese government will occur in the future. Reform-oriented policies may or may not be reversed, suspended or delayed over time. Warburg Pincus will seek to manage each Fund in a manner designed to mitigate these risks relative to the potential for gain, but such risks cannot be eliminated entirely, and may in any case be beyond the control of a Fund. These risks, some of which are set out below, may increase expenses of a Fund, adversely affect the value of a Fund’s investments and returns, and adversely impact a Fund’s investment program and strategy. China is considered to be a country with an emerging economy and has in the past and may in the future experience significant political, economic and social instability, which could adversely affect investments. A Fund will also be exposed to the direct and indirect consequences of potential political, social and diplomatic changes in China. China has adopted a broad range of laws, administrative rules and regulations that govern the conduct and operations of companies in China that receive capital investments from foreign investors (known as “Foreign Investment Enterprises” or “FIEs”). These laws, rules and regulations provide incentives to encourage the flow of investment into China, but they also subject FIEs to a set of restrictions that may not apply to domestic companies in China. For example, FIEs are prohibited from participating in certain industries and may only participate in certain other industries if they are at least partially owned by domestic Chinese investors. The rules and regulations prohibiting or restricting FIE participation in certain industries in China are codified in the Catalogue of Industries for Guiding Foreign Investment (“FIC”) and Special Administrative Measures (Negative List) for the Access of Foreign Investment (the “Negative List”), which are administered by the China National Development and Reform Commission and its local affiliates, the Ministry of Commerce and its local affiliates (“MOFCOM”), as well as other related agencies. There can be no assurance that laws or regulations in China will not restrict a Fund’s ability to invest in China. Foreign investors who wish to purchase or dispose of equity interests in FIEs must secure approval or de facto approval from MOFCOM or complete a pre-transaction or post-transaction filing with MOFCOM, or with a government agency otherwise delegated with similar authority by MOFCOM, depending on the industry of the company. MOFCOM may not grant such approval for certain industries such as telecommunications, banking, natural resources and other industries in the restricted or prohibited category as stipulated in the FIC or the Negative List. A Fund may be required to apply for China government approvals or other endorsements that are de facto approvals, filings and/or registrations with respect to its purchase and/or disposal of any portfolio investment that consists of a direct equity investment in a Chinese company, and there is no guarantee that a Fund will be able to obtain such approvals, filings or registrations, which included without limitation, filings and registrations with the relevant enterprise registration authorities. Moreover, even when an approval, filing or registration is forthcoming, the time and process required to secure such approval, filing or registration may be largely determined by MOFCOM and other government authorities based on considerations outside of a Fund’s control. Current laws and regulations provide MOFCOM and other regulators with significant discretion to delay or restrict foreign investment for broad public policy reasons. Further, MOFCOM and certain other authorities have the power to require that the terms of an investment be altered as a precondition to approval, filing or registration. Altered terms can include the amount of ownership granted, as well as governance and liquidity rights. Notwithstanding the fact that foreign investors’ investment in or acquisition of domestic companies in the “permitted” and “encouraged” industries are subject to pre-transaction or post-transaction filings instead of the prior approval process, the MOFCOM, under the China Provisions on the Acquisition of Domestic Enterprises by Foreign Investors enacted in 2006, as further amended in 2009 (the “M&A Provisions”), still has broad authority to prohibit acquisitions where a foreign investor would acquire actual control of any domestic enterprise which operates in certain key industry sectors, has or may have undue influence over China’s economic security, or causes a change in control of a well- known brand or trademark. Warburg Pincus cannot predict how MOFCOM and other regulators in China will apply their authority under the M&A Provisions and other relevant regulations to investments proposed by a Fund. Although the M&A Provisions generally provide that MOFCOM will respond to approval applications within 30 days, in practice China regulatory authorities may have discretion to extend the review period for a variety of reasons. Delay or refusal by MOFCOM or other authorities to grant necessary approvals, filings or registrations that may amount to de factor approvals could adversely affect a Fund’s ability to make direct investments in potential portfolio companies. In addition, the process of securing necessary approvals, filings or registrations for the purchase or disposal of portfolio companies may result in a level of expenses to a Fund which exceeds the level of expenses necessary to make investments of a similar nature in other jurisdictions. Such additional expenses would have an impact on the results of such portfolio investments, as well as a Fund. Actions of the Chinese government in the future could have a significant effect on private sector and state- owned companies and the prices and yields of investments. In addition, other matters such as exchange control regulations and taxation could adversely affect the assets of a Fund, and a Fund may also face difficult registration procedures when making or disposing of investments, and, as a foreign investor, may be subject to legal or regulatory constraints or prejudices that do not affect local investors. There can be no assurance as to the economic and tax policies that the Chinese government may pursue in the future. Investments in India Investing in India involves certain risks not typically associated with investments in other countries or more developed markets including risks associated with: (i) fluctuating currency and governmental interventions related thereto; (ii) less developed and sophisticated securities markets; (iii) different accounting, auditing and disclosure standards; (iv) unusual regulatory burdens; and (v) different legal protections for investors and in particular non-resident Indian investors. Additionally, India has in the past experienced, and may in the future experience, political and social instability such as (i) popular unrest and internal insurgencies associated with demands for improved political, economic and social conditions, (ii) hostile relations with neighboring countries and (iii) ethnic, racial and religious conflict that could adversely affect the relevant Fund’s portfolio companies. The Government of India has exercised and continues to exercise substantial influence over many aspects of the private sector, and certain industries may be subject to significant governmental regulation. The Government of India typically participates to a significant degree, through ownership interests or regulation, in local business, often exercising a controlling influence in certain key sectors of the economy, such as telecommunications, banking and financial institutions, air and rail transportation, electrical power, steel and shipbuilding, and mining and natural resources. In some cases, the Government of India owns or controls many companies, including some of the largest in the country. Accordingly, future actions taken by the Government of India could have significant effects on economic conditions in the country, which could affect private sector companies and the relevant Fund, as well as market conditions and the prices and yields of such Fund’s investments. Additionally, exchange control regulations, expropriation, confiscatory taxation, nationalization, restrictions on foreign capital inflows, repatriation of investment income or capital, renunciation of foreign debt, political, economic or social instability, or other economic or political developments could adversely affect the relevant Fund’s assets held in India. Portfolio companies in India may be dependent upon the grant, renewal or continuance in force of appropriate contracts, licenses, permits and regulatory approvals and consents which may be valid only for a defined time period, may be subject to limitations and may provide for withdrawal in certain circumstances. There can be no assurance that such contracts, licenses, permits and regulatory approvals and consents would be granted, renewed or continue in force, or, if so, on what terms. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured. Foreign investment in securities of Indian companies is restricted or controlled to varying degrees. These restrictions may at times limit or preclude foreign investment, increase the costs and expenses of investments by a Fund in Indian companies and may require the approval of the Reserve Bank of India (“RBI”), the Government of India (through the Foreign Investment Promotion Board) and/or other governmental entities. The sale of securities by a Fund to Indian residents and other non-residents of India may also require the prior approval of government entities and the RBI. In addition, such approval will generally be required to convert the proceeds from the sale of portfolio investments from the currency of investment to U.S. dollars and to repatriate such amounts. While in some instances such approvals are routinely granted, in others approval may be more difficult to obtain and may be granted only subject to certain conditions, if at all. There can be no assurance that a Fund will be able to obtain all the approvals necessary to implement its investment program fully. The Securities and Exchange Board of India (“SEBI”) is responsible for establishing disclosure and other regulatory standards for the Indian securities markets and has issued regulations and guidelines on disclosure requirements, insider trading and other matters. However, securities laws in India are continuing to evolve and SEBI has broad power to issue interpretations of such standards, including in a manner that may be inconsistent with prior practice or market expectations. Additionally, there may be less publicly available or less accurate information about Indian companies than is regularly made available in many developed countries, and there may be less access to information about the operations and financial conditions of companies listed on Indian stock exchanges than investors would have in the case of companies subject to the reporting requirements of other countries. Indian takeover regulations contain certain provisions that may delay, deter or prevent a future takeover or change in control of Indian companies. These provisions may discourage or prevent a third party from acquiring control of an Indian company, even if a change in control would result in the purchase of equity shares of such company that would be beneficial to a Fund. In addition, foreign investment in Indian companies is subject to certain minimum valuation and pricing guidelines. Such minimum valuation and pricing guidelines may restrict the ability of a Fund to make investments in Indian companies at attractive values. RBI has also prescribed certain maximum valuation and pricing guidelines for persons and corporations resident outside India that sell shares of Indian companies to resident Indian persons and corporations. Such maximum valuation and pricing guidelines may restrict the ability of a Fund to sell its investments in Indian companies at a higher valuation than may be available in the absence of the aforesaid restrictions prescribed by the RBI. A Fund may invest, directly or indirectly, in Indian portfolio investments through (or restructure existing Indian portfolio investments such that such Fund’s investments in such portfolio investments are through) one or more non-U.S. structures that include, among other vehicles, one or more Alternative Investment Funds formed under Indian law (each, an “AIF”), which may pose certain risks to such Fund and its limited partners and result in the incurrence of additional expenses by such Fund and its limited partners. Any such AIF may be managed by an entity (“AIF Manager”) in which an affiliate of Warburg Pincus holds a significant ownership interest and receives certain fees, carried interest and/or compensation for its management services, and such fees, carried interest and/or compensation will offset other fees and compensation otherwise due from such Fund and its limited partners only to the extent provided for in the applicable Fund’s partnership agreement or otherwise as agreed by Warburg Pincus (in each case on a net basis). Any AIF will be regulated by Indian law, including AIF regulations that impose various investment conditions and restrictions on the AIF and the AIF Manager. There can be no assurance that such laws and the requirements thereof will not change in a manner adverse to the relevant Fund, its portfolio companies and/or its limited partners. There may be additional requirements imposed on the operation and/or management of any AIF, both as a consequence of law and common market practice. Furthermore, an AIF or another non-U.S. structure may have an investment committee with members that are independent of Warburg Pincus and/or include different representatives than typically included in Warburg Pincus’ independent investment decision process and such committee could have the right to approve or reject certain decisions and such investment decisions could differ from those that would be taken by Warburg Pincus or the relevant Fund acting other than through the AIF Manager or other applicable entity. If the AIF Manager defaults in complying with any requirements of the Indian regulations applicable to AIFs, SEBI may exercise any of the powers available to it in such circumstances, which include power to impose penalties on the AIF and/or the AIF Manager and suspension or cancellation of the license granted to the AIF. These actions, if taken, could impede the ability of the AIF Manager to make further investments and/or liquidate any existing Indian portfolio investments invested through the AIF in an orderly manner. Subject to the local tax laws prevailing at the relevant time, if the AIF is registered with SEBI as a ‘Category I AIF’ or ‘Category II AIF’ and therefore qualifies for the special tax regime applicable to such AIFs under local law, then the AIF should be regarded as a tax transparent entity and the local tax implications for the relevant Fund should be no different than the tax implications that would otherwise have been applicable to it if such Fund had directly made the Indian portfolio investments. However, if the AIF does not qualify for the tax transparent treatment or if the tax laws are amended, then the relevant Fund may be exposed to additional tax liabilities with respect to Indian portfolio investments made through the AIF. Investments by such Fund into the AIF would be subject to extant foreign exchange regulations of India. Economic Sanctions Laws Economic sanctions laws in the United States and other jurisdictions may prohibit or othe please register to get more info

Neither the Firm nor its management persons have been subject to legal or disciplinary events that are material to the Firm’s advisory business or that would be material to existing or prospective investors’ evaluation of the Firm’s advisory business or the integrity of its management persons. please register to get more info

With respect to our international investment advisory business activities, we may rely on the personnel and resources of our wholly owned “Relying Advisers” disclosed on Schedule R of Form ADV Part 1. Each Relying Adviser and its personnel operate under the supervision and compliance oversight of the Firm. Industry Relationships We have numerous business relationships throughout the financial industry that assist us with the full spectrum of our investment activities and administrative matters for our Funds, including providing credit facilities to both the Funds and Warburg Pincus. We do not have any specific relationships with third party financial institutions that we consider to be material to our advisory business. In connection with fundraising efforts, we have entered into arrangements with financial institutions to sponsor or arrange feeder funds to invest in existing Funds and have engaged placement agents in particular jurisdictions or with respect to specific categories of investors (each, a “Placement Agent”, and together, the “Placement Agents”). The Placement Agents will receive a fee or other compensation based upon the amount of interests committed to by investors that each such Placement Agent introduces to Warburg Pincus or such other basis as Warburg Pincus determines to be reasonable. Two institutional investors receive, in aggregate, approximately 10% of the Firm’s carried interest stream. Their investments are passive, providing them with no approval, veto or similar governance rights with respect to investment decisions by the Firm. We believe that these primary investments strengthen the Firm and ultimately benefit our Funds and limited partners. Warburg Pincus may, but is under no contractual duty to, offer co-investment opportunities to these investors, subject to and in accordance with the Firm’s co-investment policies (See Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading, Co- Investments for more information). These investors have extensive worldwide holdings which may include enterprises that provide services or engage in transactions with Warburg Pincus and portfolio companies, which Warburg Pincus believes would be on an arm’s-length basis. They also hold interests in certain of the Funds and in certain other investment advisers unaffiliated with Warburg Pincus. The Firm’s Capital Markets Group manages our relationships with broker/dealers and investment and commercial banks. In addition to providing transaction execution, these relationships will serve to provide insight and opportunities to the Firm, our Funds and portfolio companies. We select financial institutions to execute transactions on behalf of the Funds on a “best execution” basis (see please register to get more info

financial institutions for capital markets transactions entered into by portfolio companies, such as debt and equity financings or mergers and acquisitions. Although the Firm does not charge fees to portfolio companies for assisting with capital markets transactions, such relationships will give rise to conflicts of interest from time to time as between the Firm, the Funds and portfolio companies. As with other private equity fund sponsors, as part of Warburg Pincus’ business, the Firm and its employees have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include, but are not limited to, investment bankers, consultants, professional advisors (such as attorneys and accountants), private equity and venture capital investors, investors in the Funds, co-investors, current and former directors, officers and employees of current and former portfolio companies and former employees and partners of Warburg Pincus. Certain of such third parties will: introduce investment opportunities to Warburg Pincus; arrange for, or facilitate the financing of, the purchase or recapitalization of actual or potential portfolio companies; introduce portfolio companies to potential acquisition or merger candidates; introduce Warburg Pincus to potential buyers of portfolio company securities; facilitate the acquisition or disposition of portfolio company securities; provide investment banking, consulting or advisory services to Warburg Pincus, the Funds or portfolio companies; invest in Funds (including on a no fee, no carry basis); co-invest in portfolio companies; or provide other significant business or investment services or otherwise transact with, including the direct purchase or sale of portfolio companies from or to, Warburg Pincus, the Funds and portfolio companies. Such third parties will in certain cases receive direct commercial compensation from a portfolio company, a Fund or Warburg Pincus for providing these services, which compensation and services are intended to be on an arm’s-length basis and such amounts are not offset against the management fee of the relevant Fund. Additionally, certain employees of Warburg Pincus may have family members or relatives employed by such third parties. Partners of Warburg Pincus will from time to time obtain personal financial and other services on arm’s-length terms from banking institutions that also provide services to the Funds and portfolio companies, which include arrangements relating to financing personal commitments to Funds. Warburg Pincus has certain programs under which portfolio companies owned by the Funds are given the option to participate in purchasing, vendor or similar arrangements with Warburg Pincus, its affiliates and other portfolio companies. Program participants expect to receive discounts negotiated and/or higher service levels with certain, but not all, vendors and service providers on a group-wide basis. Participants voluntarily participate without any program related charges being assessed. Warburg Pincus and its affiliates have in the past and may also in the future participate in the program and receive similar benefits and discounts as the portfolio companies participating therein. No such amounts will result in additional offsets to the management fee borne by a Fund. Warburg Pincus believes the potential for conflicts relating to such arrangements is mitigated by the anticipated benefit (i.e. cost savings) to portfolio companies (which is expected to be to the benefit of the applicable Fund(s)) that would result if the negotiated rates for goods and services are offered at greater discounts than are widely available in the market. Although the Firm will not actively seek for itself discounts from service providers to a Fund, in certain circumstances, certain service providers charge different rates or have different arrangements for services provided or provide tangible and/or intangible benefits to Warburg Pincus as compared to services provided to a Fund and/or its portfolio companies, which will result in Warburg Pincus receiving more favorable rates or arrangements with respect to services provided to it by such service providers than those payable by a Fund and/or its portfolio companies, or Warburg Pincus receiving a discount on services even though a Fund and/or its portfolio companies receive a lesser, or no, discount. Warburg Pincus has incentives to use or to recommend products or services of one portfolio company to another, which may involve fees, commissions, servicing payments or other compensation being paid from one portfolio company to another. Potential conflicts of interest arise in making such recommendations, as Warburg Pincus has incentives to maintain goodwill between it and its former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. From time to time Warburg Pincus and its affiliates and personnel will receive the benefit of “friends and family” and similar discounts from portfolio companies owned by the Funds under which such portfolio companies make their goods and/or services available at reduced rates. Since many portfolio companies typically offer such discounts to customers other than Warburg Pincus and other such persons as part of their standard commercial practices to expand their respective customer bases, Warburg Pincus believes that the potential for conflicts relating to such discounts is mitigated. Warburg Pincus and its affiliates and personnel generally refrain from requesting or negotiating for such discounts in the ordinary course. Discounted prices or better terms offered by a portfolio company to Warburg Pincus, any other portfolio company or third parties will affect the returns of the portfolio company. Additionally, Funds, their portfolio companies and/or Warburg Pincus itself will from time to time engage investment banks or other similar financial advisors in connection with specific projects. In most cases, the costs and expenses of these third parties will be borne (directly or indirectly) by the applicable Funds and their respective limited partners (and not Warburg Pincus). However, one of the tangible and/or intangible benefits from these relationships includes general referral of investment opportunities, which opportunities will potentially inure to the benefit of other Funds and/or Warburg Pincus (and not necessarily the parties bearing the cost of the particular engagement that created, enhanced or supported the underlying relationship that came to produce such opportunities in the first place). Throughout its history, Warburg Pincus has been an active investor, through the Funds, in the financial services sector and in banking and insurance opportunities in particular, and the Funds’ portfolios will often include financial services companies. Portfolio companies, including financial services companies, of Funds will from time to time provide services to Warburg Pincus, the Funds and to portfolio companies. In addition, funds of funds or feeder funds organized by financial institutions have in the past and may in the future invest in the Funds. Warburg Pincus has also worked with certain entrepreneurs and management teams and consultants repeatedly with respect to portfolio companies of the Funds and anticipates doing the same in the future. While Warburg Pincus believes that developing such relationships will be beneficial to the Funds, such relationships will raise conflicts of interest and there can be no assurance that another entrepreneur or management team or consultants would not out-perform the individuals Warburg Pincus has worked with. Warburg Pincus has compliance policies and procedures designed to monitor and, as necessary, mediate such relationships and transactions as the foregoing, which may also be subject to restrictions under the governing documents of the respective Funds. Warburg Pincus seeks to assure that such transactions are conducted on an arm’s-length basis and at prevailing market rates and that service providers are chosen based on their ability to benefit the Funds and their portfolio companies. However, no guarantee can be made that such policies and procedures will prevent actions which are to the detriment of a Fund. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics and Personal Trading We have adopted a Code of Ethics pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, which sets forth fiduciary principles and certain standards of business conduct for the Firm, our employees and others who we may designate under the Code of Ethics (“Supervised Persons”). The principles affirmed in our Code of Ethics include a requirement to act in the best interest of our Funds and Fund investors, to avoid personal conflicts of interest, to appropriately use our position of trust and to protect and prevent the misuse of non- public information that we possess. Our Code of Ethics includes personal trading restrictions such as a general prohibition from personal trading in our portfolio companies (other than pre-approved sales of distributions-in-kind) and other companies while they are under review by the Firm. It also includes requirements for certain record-keeping, reporting, disclosure and attestations by our Supervised Persons. The Firm actively seeks to avoid conflicts of interest from our Supervised Persons’ personal investments and activities by requiring pre-clearance of most personal investments and outside business activities, declining to approve or establishing procedures to manage potential conflicts from personal investments or activities, and requiring escalation of actual conflicts of interest to the Firm’s Chief Compliance Officer. Our Code of Ethics also requires confidential treatment of information acquired at the Firm and contains policies addressing political contributions and the giving of or accepting gifts, among others. The Firm has also established an Oversight Committee to assist with respect to internal policies and procedures relating to compliance matters. Clients may request a copy of our Code of Ethics by writing to Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017, Attention: Chief Compliance Officer. Participation in Client Transactions We are active investors in our Funds, with the Firm, our partners and professionals committing significant amounts of their own capital to invest alongside or through the Funds in a fixed percentage of all of the relevant Fund’s investment activity. Our professionals’ investments alongside a Fund are typically without management fees or carry. The Firm and our employees will also acquire Fund limited partner interests from time to time in secondary transactions. Generally, our employees are not permitted to make personal investments in our portfolio companies other than through their investment in our Funds or parallel funds. We believe this structure serves to align the interests of our Firm and our professionals with those of our Funds and our investors. The Firm may elect from time to time, in lieu of selling securities of a portfolio company for cash on behalf of a Fund, to make a distribution-in-kind of marketable securities to investors in the Fund, including the Firm and our professionals (either deriving from Firm or personal investments in the Funds and/or from our carried interest), thereby allowing distributees to make their own selling decisions. After a distribution-in-kind, the Firm and our professionals will refrain from selling such securities for their own account for a period of time while investors may dispose of such securities should they determine to do so. In addition, certain of our Funds permit the general partner in connection with a distribution of net proceeds from the sale of a portfolio investment to elect to receive all or a portion of its carried interest in the form of an in-kind distribution of such investment. Distributions-in- kind are generally valued based on the average closing price of the security across a certain number of days following the distribution. To further mitigate potential conflicts of interest, Warburg Pincus operates as one firm and one partnership with a single carried interest structure for allocating profits among the Firm’s partners and other professionals. A substantial portion of our professionals’ compensation is directly linked to the investment performance of our Funds. The Firm generally does not charge investment banking or other transaction fees, such as sponsor, advisory or monitoring fees, nor do we charge fees for any other services provided to our portfolio companies. In the limited circumstances in which the Firm receives such a fee – such as when a co-investor in the transaction receives a fee – a Fund’s pro rata share of any such fee received by Warburg Pincus from a portfolio company is applied 100% to offset the management fee or otherwise allocated to the relevant Fund. Fees paid to our employees for service as directors of portfolio companies (including the net realized value of non-cash fees, such as stock or options of the portfolio company) are also applied 100% to offset the management fee or otherwise allocated to the relevant Fund. As described above in Item 5. Fees and Compensation, any compensation retained by Consultants or Special Limited Partners or other non-employee representatives we have designated to the boards of portfolio companies generally do not offset management fees otherwise payable by our Funds, nor do any directors’ fees paid to certain personnel performing certain jurisdiction- specific administrative functions. From time to time, certain Consultants will participate in equity interests in the applicable portfolio companies, including through structured interests, loans or similar arrangements provided by the applicable Funds. For the avoidance of doubt, fees received by a co-investor in connection with a transaction will not offset the management fee payable by the relevant Fund or otherwise be allocated to the relevant Fund. As previously described, it is common that as part of an investment we make for our Funds we will seek to have representation on a portfolio company’s board of directors in order to enhance the Firm’s oversight and ability to influence the strategic direction of the portfolio company. As a general matter, a representative of the Firm who serves as a portfolio company director owes duties to the portfolio company and its shareholders. In limited circumstances, the director will face a conflict of interest between the director’s duties to the portfolio company and a Fund. If a material conflict of interest should arise with respect to a board matter, the director, in such capacity, will be required to act in the best interests of the portfolio company and its shareholders, which interests will likely be different than those of a Fund. Allocation of Investment Opportunities with Other Entities The Firm generally makes new investments for one Fund – or as applicable, one Fund and one or more companion Funds – at a given time and does not make investments for another Fund until the predecessor Fund is substantially fully invested or committed. A follow-on investment opportunity in a portfolio company is generally reserved for the Fund that originally invested in the portfolio company, subject to the guidelines and restrictions of the Fund’s governing documents and/or approval of the Fund’s Advisory Committee and various factors including the availability of capital in a Fund. During the transition period from a predecessor Fund to a successor Fund, investment opportunities will be allocated between the two Funds pursuant to guidelines and restrictions of the respective Fund governing documents and/or as approved by the relevant Fund Advisory Committees, and allocations of investments, and fees and expenses associated with such investments, are adjusted based on such governing documents and approvals. A companion Fund, such as Warburg Pincus China-Southeast Asia II, L.P., Warburg Pincus Financial Sector, L.P. and Warburg Pincus Energy, L.P., or any successors thereto, will generally co-invest with the applicable global Fund in accordance with the respective Fund governing documents and/or as approved by the relevant Fund Advisory Committees. Warburg Pincus will, from time to time, be presented with investment opportunities that fall within the investment objective of a Fund and other investment funds sponsored by Warburg Pincus. In such circumstances, Warburg Pincus expects to allocate such opportunities among a Fund and such other Warburg Pincus funds on a basis that Warburg Pincus determines in good faith is appropriate taking into consideration certain factors including, without limitation, the allocation guidelines applicable to the Funds, the capital available to the applicable Funds, the size of the proposed investment, portfolio diversification of each relevant Fund, investment guidelines, risk allocation, contractual restrictions, the amount of potential follow-on investing that may be required and the other portfolio investments in each respective Fund, the relation of such opportunities to the investment strategies of the vehicles, as well as portfolio balance, subject, in each case, to the applicable requirements of each Fund’s respective governing documents. Except as expressly permitted in a Fund’s governing documents, none of the Firm’s employees will be allocated investment opportunities that are suitable for a Fund without the consent of such Fund’s Advisory Committee. Notwithstanding the foregoing, on occasion, the general partner of a Fund, Warburg Pincus or certain other partners, members or employees of Warburg Pincus may hold interests directly at the portfolio company level or otherwise outside of Warburg Pincus to satisfy local regulatory or tax requirements, typically in circumstances to benefit such Fund or certain investors. Co-Investments Warburg Pincus may, but will be under no obligation to, provide co-investment opportunities to any persons, including investors, strategic investors, Special Limited Partners, SSPs or other third-parties, including other private equity or real estate funds not affiliated with Warburg Pincus, the exact terms of which will be set by Warburg Pincus, but may include the opportunity to co-invest on a no fee, no carry basis. Warburg Pincus will not provide such co-investment opportunities until Warburg Pincus has determined, in good faith, the appropriate portion of the applicable investment opportunity to be taken by a Fund and/or companion Fund, as applicable. Such opportunities are then extended based on a range of factors, including, but not limited to: (i) the absolute size of the transaction relative to the absolute size of the Fund; (ii) the remaining available capital in the Fund; (iii) the geographic, industry and/or life cycle of the transaction given the desire to manage the Fund’s sector or sub-sector concentration; (iv) the level of risk associated with the transaction in relation to the size of the equity commitment and the composition of the Fund’s portfolio; (v) whether there may be an ability or obligation for the Fund to put in additional capital at a later stage, which may reduce the amount of capital that the Fund can invest up-front in a particular transaction; (vi) whether regulatory, legal, accounting or other risks may result in a desire to own less than a certain percentage of the overall equity; or (vii) whether there is a limited partner or third party that the Firm has determined provides strategic value to the transaction that is sufficient to justify the Fund(s) investing appropriate lesser amounts in order to enhance the return profile of the investment for the benefit of the Fund(s). Following the Firm’s determination, in good faith, that the appropriate portion of the applicable investment opportunity has been allocated to a Fund(s), as described above, the Firm will select limited partners or third parties for co-investments based on a range of factors, including, but not limited to, the co-investor’s: Ability to enhance the value of the investment Ability to make timely, binding decisions Ability to participate in follow-on financing rounds Ability to make investments of scale Impact on tax, regulatory, legal and similar considerations Prior co-investment experience Other factors the Firm deems appropriate, including the opportunity to further a relationship that may have indirect long-term benefits to a Fund, a future Fund or the Warburg Pincus brand.
Co-investment opportunities may, and typically will, be offered to some and not to other investors, and the consideration of the factors set forth above may result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments may receive none. Such co-investments will generally be limited to the capital invested in the applicable portfolio company and will not bear the expenses associated with developing, performing diligence, negotiating and consummating the investment opportunity or post-closing monitoring expenses, in each case not reimbursed by the portfolio company. Where a proposed transaction is not consummated, typically no co-investment vehicle will have been formed, and some or all of the co-investors participation will generally not have been confirmed. Regardless of whether such a co- investment vehicle has been formed the full amount of any broken deal expenses relating to such proposed transactions would generally be borne by the applicable Fund even in circumstances where such a vehicle has been formed or co-investors identified. In addition, a Fund or an affiliate will from time to time have the right to appoint directors and/or officers in respect of certain portfolio investments of a Fund. Such rights, if applicable, are typically granted for the benefit and protection of a Fund in respect of such Fund’s investment in the related portfolio investment. If there are any co-investors and/or co-investment vehicles that participate in the applicable investment alongside a Fund, such co-investors will often incidentally benefit as a result of any such appointments by a Fund. Co-investors (including their respective co-investment vehicles, even if managed by Warburg Pincus) will not typically bear the cost of D&O and/or other applicable liability insurance related to such appointments by a Fund or an affiliate. Warburg Pincus or its affiliates may charge carried interest, management fees and other fees to any co-investors with respect to any co-investment, and may make an investment or otherwise participate in any vehicle formed to structure a co-investment to facilitate receipt of such carried interest and fees. Transactions Between Warburg Pincus Funds On occasion, Warburg Pincus may determine that it is in the best interests of a particular Fund and another Fund that the particular Fund should invest in an existing portfolio company of another Fund, or to cause a particular Fund to acquire all or a portion of the interests in one or more portfolio companies from another Fund (including situations where a new Fund is organized by Warburg Pincus solely for this purpose and/or as a means of an earlier Fund to dispose of all or a subset of its investments) or merge an existing portfolio company of one Fund with a portfolio company of another Fund. Such transactions lead to a potential conflict of interest because Warburg Pincus controls the Funds and/or portfolio companies on each side of such transactions, and (i) by not exposing such transactions to full (or in some cases any) market forces, a Fund will not always receive the best price otherwise possible, or (ii) Warburg Pincus may have an incentive to cause such purchasing, selling or merging Fund to disproportionately benefit from such transaction to the detriment of its interests in another Fund. Depending on the transaction structure, such transaction may disproportionately benefit the purchasing, selling, or merging Fund (or Warburg Pincus as a result of its interests in the Fund), and the other Fund may incur expenses or forgo gains that would have been obtained had it not exited such company or companies. The acquisition or merger by an affiliated Fund may also lead to the other Fund holding the remaining portion of the company, if any, longer than it otherwise would have, which will increase the risk for loss. Warburg Pincus will from time to time crystallize carried interest or receive additional fees based upon such transaction. Additionally, in connection with such transactions, Warburg Pincus, its affiliates, and/or their personnel may have significant investments, or intentions to invest, in one or more of the Funds that are involved in the transaction. From time to time, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing or companion Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment. Where appropriate, and in Warburg Pincus’ sole discretion, in accordance with the relevant Funds’ governing documents, Warburg Pincus reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. There can be no assurance that the return on a particular Fund’s investments will be the same as the returns obtained by another Fund participating in a given transaction or that any such conflict of interest between a particular Fund and another Fund can be resolved in a manner that is beneficial to each Fund. In that regard, actions may be taken for one or more Funds that adversely affect other Funds. Such transactions would generally be subject to the approval of the Advisory Committees of the relevant Funds and disclosed to new Fund investors. In addition, portfolio companies of a Fund will from time to time engage in transactions in the ordinary course of their respective businesses with other portfolio companies of a Fund or other investment funds sponsored by Warburg Pincus. Potential Conflicts in Calculation and Allocation of Certain Partnership Costs and Expenses The governing documents of a Fund provide that the Fund will be responsible for all costs and expenses in connection with its operation, other than the costs and expenses that will be the responsibility of Warburg Pincus or another third party (see Item 5. Fees and Compensation, Fund Expenses for more information). To the extent appropriate, third-party expenses incurred in connection with consummated transactions will be borne by the respective portfolio companies. While Warburg Pincus does not charge any fees for its employees who provide capital markets support, transaction structuring, digital strategy and innovation, financial management, communications strategy, purchasing assistance, leadership development and human capital, global public policy and political risk analysis, and ESG support for the benefit of portfolio companies, its out- of-pocket expenses are generally reimbursed by the applicable portfolio company or Fund. A conflict of interest could arise in the determination by Warburg Pincus whether certain costs or expenses that are incurred in connection with the operation of a Fund meet the definition of partnership operational expenses for which a Fund is responsible, or whether such expenses should be borne by Warburg Pincus. Subject to applicable legal, contractual or similar restrictions, a Fund will be reliant on the determinations of Warburg Pincus in this regard, and also in regard to the allocation of investment expenses and any common operating expenses as between a Fund and the other Warburg Pincus funds and any other affiliates of Warburg Pincus. The allocations of such expenses may not be proportional. There can be no assurance that errors will not arise in such allocations. Additionally, to the extent that such expenses are to be allocated to one or more Funds, Warburg Pincus will endeavor to allocate such expenses in a manner it believes to be fair and equitable, which may include an allocation among such vehicles based on their relative net asset value, commitments, number of investors, actual or proposed investment size in a particular transaction or Warburg Pincus’ determination of the benefit to be received from the activity for which the expense was incurred, subject to the applicable Funds’ governing documents. There can be no assurance that errors will not arise in such allocations or that other methods of allocation would not produce a result that is more or less favorable to one Fund versus another Fund. Warburg Pincus will typically (i) cause one or more Warburg Pincus vehicles to be invoiced for, advance or otherwise bear on a temporary basis all or a portion of an expense ultimately intended to be borne in whole or in part by another Warburg Pincus vehicle together or in connection with the vehicle originally bearing such expense, including as a result of invoices directed to one such vehicle for convenience of the applicable vehicle, and/or (ii) make corrective allocations in the event that, based on periodic reviews of expenses, it determines that such corrections are necessary or appropriate. In addition, the applicable Fund’s governing documents may set forth certain rules for the allocation of certain expenses as among a Fund and its related vehicles. Our investment strategy typically involves making direct long-term investments in companies on behalf of our Funds. As such, the Firm does not routinely trade public securities on behalf of Funds. Our utilization of broker- dealers and investment and commercial banks (“Securities Firms”) most often involves exiting a portfolio company investment either in an underwritten offering or through open market sales, or to advise us in the purchase or sale of an investment. From time to time we will also invest in a public company through a private placement or underwritten offering or accumulate or add to a position through open market purchases. We have discretionary authority to select Securities Firms to act on behalf of our Funds, and may have significant influence with respect to a portfolio company’s selection of Securities Firms in connection with capital markets transactions. Each Fund’s governing documents generally restrict the ability of the Firm to invest in a portfolio company for more than one Fund (other than companion Funds). From time to time, however, subject to the Firm’s policies and procedures and the applicable Funds’ governing documents, the Firm will occasionally cause more than one Fund to invest in the same portfolio company. From time to time, we will engage a Securities Firm to purchase or sell the same securities on behalf of more than one Fund. When practicable and deemed to be in the best interest of each relevant Fund, the Firm will dispose of shares held in separate Funds side-by-side at the same time. The Firm, however, may not be required to do this, subject to the terms of the applicable Funds’ governing documents. Securities trades across multiple Funds that are not aggregated are typically subject to higher transaction costs than if they had been aggregated. The Firm selects Securities Firms on a “best execution” basis. Best price, after giving effect to commissions and transaction costs, is a factor in this decision, but the Firm takes into account many other factors of best execution for a specific transaction, including reputation, creditworthiness and financial stability of the Securities Firm, the quality of services, such as market-making, distribution and execution, clearing and settlement and research as well as the Firm’s business relationship with the Securities Firm. Accordingly, transactions may not be executed at the lowest available price or commission. The Firm has no formal arrangements with Securities Firms to receive research or other products or services other than execution, and the Firm does not have any soft dollar or commission sharing agreements in place that would require the Firm to provide any specified amount of brokerage business to a Securities Firm. The Firm, however, receives research reports from paid subscription services as well as free of charge from Securities Firms that provide or seek to provide services to the Firm, the Funds or portfolio companies. Any information received from Securities Firms is consistent with the safe harbor for brokerage and research services under Section 28(e) of the Securities Exchange Act of 1934. When the Firm receives research or other information from a Securities Firm free of charge, it could be viewed as receiving a benefit it does not have to pay for, and the Firm could be viewed as having an incentive to select or recommend a Securities Firm for a transaction on behalf of a Fund or portfolio company based on its interest in receiving such benefits rather than on receiving most favorable execution. The Firm’s Capital Markets group manages our relationships with Securities Firms, and monitors the capital markets for opportunities for our Funds and portfolio companies. please register to get more info

As discussed above in Item 8. Methods of Analysis, Investment Strategies and Risk of Loss, investments are reviewed at least quarterly by our Executive Management Group, including the committees of the firm’s Investment Management Group, and are discussed at the Firm’s regular quarterly review meetings. Investors in our Funds receive written annual reports with audited financial statements, and quarterly reports with unaudited financial statements. please register to get more info

The Firm does not participate in arrangements with non-Clients that result in the Firm receiving an economic benefit for providing investment advice or other advisory services to its Clients. Neither the Firm nor any of its related persons compensate any person that is not a supervised person of the Firm for Client referrals. please register to get more info

Pursuant to applicable regulation, we are considered to have custody of cash and securities of our Funds. We maintain such cash and securities with independent qualified custodians. Our Funds are audited annually by Ernst & Young LLP, which is registered with and subject to regular inspection by the Public Company Accounting Oversight Board, and audited financial statements are delivered to investors in our Funds. please register to get more info

Our affiliates serve as general partners of the Funds. Along with our own capital commitments to our Funds, we invest and manage third party investors’ capital contributions to our Funds on a discretionary basis in accordance with the investment objectives, guidelines and restrictions set forth in each Fund’s offering and/or governing documents. Our discretionary authority is contractually established pursuant to our Funds’ governing documents. Such authority remains in effect throughout the life of a Fund and may only be terminated in limited circumstances. Our Funds’ governing documents typically set certain limits on investments such as concentration limits and geographic sub-limits. please register to get more info

We have discretionary authority to vote the securities held by our Funds pursuant to our Funds’ governing documents. Our policy is to vote securities or proxies of portfolio companies in the best interests of our Funds, consistent with our investment advisory mandate to maximize our Funds’ long-term investment returns. The Firm may determine not to take action on proxies relating to short-term cash management. It is common, and our investors anticipate, that the investments we select for our Funds will include representation on a portfolio company’s board of directors in order to enhance the Firm’s oversight and ability to influence the strategic direction and governance of the portfolio company. Given our participation in board matters, our Funds’ best interests are most often served by voting in support of the recommendations of the portfolio company’s board of directors. If a conflict of interest should arise with respect to a portfolio company proxy vote, the Firm will independently review and evaluate the portfolio company proxy proposal and the circumstances surrounding the conflict to determine the vote that would be in the best interest of the Funds. Certain conflicts of interest may be presented to the Advisory Committee of the applicable Fund, which consists of representatives of certain investors in the Fund. Additionally, we believe that the Firm’s interests and those of our Funds are aligned through our own investment in the Funds, and we do not anticipate a situation where our interests would conflict with maximizing long-term investment returns for the Funds. Clients may obtain information about how the Firm voted portfolio company proxies on their behalf or more information about our proxy voting policies by writing to Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017, Attention: Chief Compliance Officer. please register to get more info

We are not aware of any financial condition that is reasonably likely to impair our ability to meet our contractual commitments to our Clients. We have not been the subject of a bankruptcy petition within the preceding ten years. please register to get more info