For purposes of this Brochure, the “Adviser” means Berkshire Partners LLC, a Massachusetts limited liability company, together (where the context permits) with its affiliates that provide advisory services to and/or receive advisory fees from the Funds (as defined below). Such affiliates may or may not be under common control with Berkshire Partners LLC but possess a substantial similarity of personnel and/or equity owners with Berkshire Partners LLC. These affiliates are generally formed for tax, regulatory or other purposes in connection with the organization of the Funds or may serve as general partners of the Funds. The Adviser is wholly owned by BPSP, L.P., which is in turn wholly owned by Berkshire Partners Holdings LLC. Stockbridge Partners LLC (together with its affiliates, including general partner entities, that provide advisory services to and/or receive fees from pooled investment vehicles and other clients advised by Stockbridge Partners LLC, “Stockbridge”), which is also wholly owned by BPSP, L.P., is an investment adviser and affiliate of Berkshire Partners LLC and has prepared a separate brochure and Form ADV. For the avoidance of doubt, the term “Adviser” as used herein does not include Stockbridge, and the term “Stockbridge” does not include the Adviser. The Adviser provides investment advisory services to investment vehicles (the “Funds”), including certain Coinvestment Vehicles (as defined herein), that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), the interests of which are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds make primarily long-term private equity and equity-related investments. In accordance with the Funds’ respective investment objectives, the Funds’ investments historically have been focused in industries where the Adviser has developed particular expertise, including consumer, business services and technology, communications, industrials and healthcare. The Adviser’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments and disposing of such investments. The Adviser provides investment advisory services to each Fund in accordance with separate investment advisory, investment management or portfolio management agreements, as applicable (each, an “Advisory Agreement”), the applicable governing agreement of a Fund (such as a limited partnership agreement or analogous organizational document (each, an “Organizational Document”)) and/or side letters with limited partners of the Funds (“Side Letters,” and together with the Advisory Agreements and the Organizational Documents, the “Governing Documents”). Investment advice is provided directly to the Funds (subject to the discretion and control of the applicable general partner, if applicable) and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the applicable Governing Documents of each Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of each applicable Fund. The Adviser has been in business since 1986. As of December 31, 2019, the Adviser managed a total of $10,673,586,544 of client assets, all of which is managed on a discretionary basis. 2 | P a g e The Adviser does not participate in wrap fee programs. please register to get more info

As compensation for investment advisory services rendered to the Funds, the Adviser receives from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on committed capital or remaining invested capital with respect to such Fund. Advisory Fees may be reduced or waived during the life of a Fund. Advisory Fees paid by a Fund are indirectly borne (to the extent not waived) by investors in such Fund.

In addition, the Adviser and its employees perform consulting, transaction-related, financial advisory and other services for, and receive fees from, actual or prospective portfolio companies or other investment vehicles of the Funds, including fees in connection with operational and financial matters, structuring investments in such portfolio companies, as well as mergers, acquisitions, operations, restructurings, add-on acquisitions, other projects, refinancings, public offerings, sales, terminations, divestments or other dispositions and similar transactions with respect to such portfolio companies (“Transaction Fees”). The Adviser and its affiliates also receive “Monitoring Fees” pursuant to management agreements with portfolio companies of the Funds governing the advice, consultation and other similar ongoing services provided by the Adviser and its affiliates to such portfolio companies. The terms of a management agreement may include (among other things) annual automatic renewals, the payment of Monitoring Fees (which may be fixed fees or calculated as a percentage of EBIDTA or similar performance metric), and the acceleration of payment of the Monitoring Fees upon certain termination events, including the occurrence of an initial public offering or strategic exit. The Adviser has not generally charged accelerated monitoring fees in the past and expects accelerated Monitoring Fees in the future to be rare (e.g., in the case of a consortium transaction in which a third-party coinvestor is charging such an accelerated Monitoring Fee). Because the management agreements may have prolonged terms (often exceeding ten years and/or subject to automatic extensions and renewal), in the rare event that an accelerated Monitoring Fee is charged, the financial effect of such acceleration may be substantial, particularly in the event such circumstances occur early in the life of the Fund’s investment in such portfolio company. In addition, the Adviser and its affiliates receive fees in connection with serving on the board of directors of a portfolio company (“Director Fees”) and in connection with an unconsummated transaction (“Break-Up Fees” and, together with Transaction Fees, Monitoring Fees and Director Fees, the “Portfolio Company Fees”). The amount and timing of Portfolio Company Fees received by the Adviser are generally specified in the agreement or other documentation governing the transaction. The Adviser and its affiliates have received and may receive in the future Director Fees from a single portfolio company in which multiple Funds and/or a Fund and a Stockbridge Fund (as defined below) has invested. Although these Portfolio Company Fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce the amount of Advisory Fees paid by the applicable Fund in 3 | P a g e connection with the receipt of such Portfolio Company Fees. The Adviser will not, however, reduce the amount of Advisory Fees paid by the applicable Fund with respect to fees received by Portfolio Advisors (as discussed below). The amount and manner of such reduction is set forth in the Governing Documents of the applicable Fund. Only that portion of such Portfolio Company Fees allocable to the Fund will reduce the Advisory Fee as described above. To the extent permitted in the Governing Documents of a Fund, if a Portfolio Company Fee relates to more than one Fund, the portion of the Portfolio Company Fee allocable to capital invested by a Fund, co-investment vehicle or third-party investor that does not pay Advisory Fees or to capital committed by a Fund investor that does not pay Advisory Fees, will be retained by the Adviser and such amounts will not offset the Advisory Fee. Specifically, Directors Fees paid to the Adviser or its affiliates by a portfolio company in which multiple Funds and/or a Fund and a Stockbridge Fund has invested are generally allocated pro rata among such Fund(s) and/or such Stockbridge Fund(s). Because Directors Fees do not reduce the advisory fee paid by the Stockbridge Funds, the Adviser or its affiliates will be entitled to retain such Directors Fees that are allocated to the Stockbridge Fund without remitting such amounts to the applicable Fund. Furthermore, Portfolio Company Fees are generally allocated pro rata among a Fund and other coinvestment parties that coinvested or proposed to coinvest with such Fund based on the capital the Fund and each such other coinvestment party has invested or proposed to invest in the portfolio company or prospective portfolio company. Generally, under the terms of the applicable Governing Documents, for purposes of calculating any Advisory Fee offset, Portfolio Company Fees are net of out-of-pocket costs and expenses incurred by the Adviser in connection with consummated or unconsummated transactions or in connection with generating any such fees. Portfolio Company Fees may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto) or otherwise. Certain other fees and reimbursements that are generally not considered “Portfolio Company Fees” and do not reduce the Advisory Fee payable by a Fund include (but are not limited to) the following: (i) the portion of any fees allocable to capital invested by a Fund, co-investment vehicle, third-party investor that does not pay Advisory Fees or to capital committed by a Fund investor that does not pay Advisory Fees, (ii) fees or expenses borne by a Fund directly, and (iii) any amounts paid by a former portfolio company, such as directors’ fees a former portfolio company pays an Adviser professional who remains on the company’s board of directors following the Fund’s disposition of its investment in the company. Additionally, consistent with the applicable Funds’ Governing Documents, the Adviser is permitted to incur expenses, and a portfolio company may reimburse the Adviser for such expenses, including, without limitation, travel and travel-related expenses (which typically include expenses for first or business class or, under limited circumstances, chartered travel, private car travel, as well as lodging and accommodations), meals and entertainment expenses and other out-of-pocket costs, in connection with the Adviser’s performance of services for such portfolio company, which include amounts paid to consultants, law firms, accountants or other advisors; such reimbursed expenses are generally not included in the definition of “Portfolio Company Fees” above, in accordance with the terms of the applicable Governing Documents, and such reimbursements are not subject to the Advisory Fee reduction arrangements described 4 | P a g e above. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below. The Adviser, or its Managing Directors or employees on behalf of the Adviser, occasionally receives stock options, equity incentives or other compensation from a portfolio company as payment for the service of a Managing Director or employee of the Adviser on the board of directors of such portfolio company or as compensation for other services provided to such portfolio company. In the event of such a receipt of equity incentives or other compensation, the recipients or the Adviser, with respect to compensation received, may act in their or its own interests with respect to the stock options or other securities received and may determine to exercise or sell such securities or to hold the securities for such time as such recipients or the Adviser, shall determine. The ability of such recipients or the Adviser to act in their or its own interests with respect to such securities creates a conflict of interest between the Adviser, as an adviser to the Funds, and its related persons, on the one hand, and the Funds, on the other because the recipient’s interests may not be aligned with those of the Funds (e.g., because the recipient may have a different targeted return than what the Adviser targets for a Fund), and the recipient may determine to sell the stock received at a different time, or on different terms, than the Fund would sell its interest. When allocating options granted for board of director or other service among multiple Funds that have invested in the same portfolio company for purposes of determining the appropriate Advisory Fee reduction, the Adviser will allocate the value of the option on a pro rata basis among the Funds that were invested in a portfolio company at the time the option was granted. In addition, from time to time, the Adviser retains or assists a portfolio company with retaining, other companies or individuals, including third-party advisors such as specialized consultants or external executives, to provide strategic advice or operational support and similar or related services. These services typically include support to the portfolio company regarding, among other items, the company’s management, the company’s operations, revenue and margin enhancement (including determining sales and marketing strategy), finance (including metrics and reporting), human capital (including executive recruitment), information technology, customer service, sustainability, real estate matters, insurance and similar operational matters. Payment or other compensation by a portfolio company, as well as expense reimbursements associated with such services, or reimbursement to the Adviser by the portfolio company, for such third-party services, is also not subject to the Advisory Fee reduction arrangements described above. The Adviser and its affiliates, or a portfolio company of a Fund, from time to time also engage and retain Portfolio Advisors to provide services to the Funds or certain portfolio companies, including advisory or consulting services and serving in interim management positions or as members of the boards of directors of portfolio companies. A “Portfolio Advisor” includes (i) an “Advisory Director” (which includes individuals well known to the Adviser who participate in specific activities that arise in their areas of expertise, including deal origination, due diligence investigation, investment deliberation and portfolio company support and governance), or any individual serving in a similar role, who provides advisory or similar services to a portfolio company, including without limitation, an individual who is also compensated by the Adviser for 5 | P a g e advisory services to the Adviser and regardless of whether such individual is exclusive or devotes substantially all or a portion of his or her time to the Adviser and/or its portfolio companies; (ii) as determined by the Adviser in its sole discretion, any other business executive or industry expert, other than an employee or Managing Director of the Adviser, who provides advisory services or similar services to a Fund or one or more portfolio companies; (iii) a member of a Fund’s general partner (other than certain “key persons” identified in a Fund’s Governing Documents) who serves in a bona fide, non-director management capacity (or other operational capacity), during the period of such person’s service as such, which service involves a material portion of such person’s business time at a portfolio company (as determined by the Adviser in its sole discretion); or (iv) such other individual identified by a Fund’s general partner as a “Portfolio Advisor” with the consent or approval of a Fund’s advisory committee. Portfolio Advisors devote a portion or substantially all of their business time to the Adviser, may participate in investment staff meetings, may be provided office space, administrative support and receive information on Funds’ or Stockbridge’s investments, and are typically compensated by the Adviser, one or more Funds and/or one or more portfolio companies. The nature of the relationship with each such Portfolio Advisor may vary significantly. These arrangements may be memorialized in a formal written agreement or may be informal, and they are negotiated individually, depending upon the anticipated services to be provided. Portfolio Advisors have in the past and will in the future receive stock options or other equity and/or management, director, consulting, advisory and other similar fees and compensation from portfolio companies (including for an allocable portion of an affiliated Portfolio Advisor’s compensation (including, without limitation, salary, bonus, payroll taxes and benefits) and also including, without limitation, a retainer, fees based on an hourly/daily/weekly rate, transaction fees in connection with the investment in or sale of a portfolio company and profits or equity interests at the portfolio company or other incentive-based compensation), as well as expense reimbursement from a Fund or its portfolio companies. Such compensation or reimbursement received by an individual in his or her capacity as a Portfolio Advisor will not be considered Portfolio Company Fees and will not offset the Advisory Fee payable by a Fund or its investors, even if compensation or reimbursement received by a Portfolio Advisor has the effect of reducing any retainers or minimum amounts otherwise payable by the Adviser. In addition, Portfolio Advisors have in the past and will in the future, (i) invest directly or indirectly in one or more portfolio companies; (ii) invest in the Funds on a reduced or no-fee basis; and/or (iii) participate in a portion of the carried interest distributions received by the Adviser. The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser, as agreed with investors in the applicable Fund, and are set forth in such Fund’s Governing Documents received by each investor prior to investment in such Fund. The Advisory Fees and other fees and distributions described above are generally subject to waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis, and may be modified subject to the consent requirements of a Fund’s Governing Documents. The fee structures described herein may be modified from time to time and differ from one Fund to another. 6 | P a g e Advisory Fees are payable on the tenth day of each January and July (for the six-month period from January 1 through June 30 and July 1 through December 31, respectively) until termination of the relevant Advisory Agreement. To the extent an Advisory Agreement is terminated and not otherwise replaced, the pro rata portion of prepaid Advisory Fees will be returned or credited to the Fund’s investors. The Adviser has in the past and may in the future waive or reduce all or a portion of the Advisory Fee paid by a Fund in full or partial satisfaction of any obligation of the Adviser and certain employees of the Adviser to invest in such Fund or to coinvest in a portfolio company of a Fund, which, on rare occasions, has resulted in acceleration of investor capital contributions. Waived or reduced Advisory Fees may not be subject to various offsets or the reductions described above. Due to waived or reduced Advisory Fees and/or the timing of receipt of compensation subject to offsets, Fund investors may not receive the full benefits of reductions or offsets (e.g., during periods when the Adviser no longer receives Advisory Fees and receives compensation that would otherwise be subject to offset, the Adviser, depending on certain elections that may be made by Fund investors, may be entitled to retain such compensation without remitting any such amounts to the applicable Fund or its investors). The Adviser may, in its sole discretion, waive all or any portion of an Advisory Fee with respect to any Fund. To the extent provided in the Governing Documents of the Funds and except as otherwise described below as a fund expense, the Adviser will be responsible for all overhead expenses of the general partner, including compensation for the Adviser’s employees, rent, utilities and other such expenses (not including Carried Interest described in Item 6 below). Consistent with the partnership agreements or other Governing Documents of the Funds, each Fund, in addition to the expenses contemplated by the applicable Governing Document, will be responsible for all other expenses of such Fund that are not reimbursed by portfolio companies, including without limitation: (i) legal, auditing, consulting (including, but not limited to, consulting fees incurred by the applicable Fund for the benefit of its portfolio company), financing, investment banking, accounting and professional fees and expenses; (ii) costs and expenses associated with the Fund's financial statements, tax returns, schedules and other reporting to the Fund's investors, including the costs and expenses associated with any software or online data portal used in connection with the maintenance of the Fund's books and with such reporting; (iii) unreimbursed transactional costs and expenses for transactions that have substantially progressed but do not close (such costs and expenses to be allocated between the applicable Fund and other Funds managed by the Adviser based on the amount of capital each Fund would have invested in the transaction), including travel, meals and entertainment, as well as compensation and expenses for Portfolio Advisors and “reverse” break-up fees to be paid by each fund in connection therewith, and, if applicable, any coinvestors’ pro rata portion of such transactional costs related to unconsummated coinvestments (including any broken deal expenses and ''reverse" break-up fees); (iv) other costs and expenses associated with sourcing, originating, evaluating, negotiating, investigating, developing, researching, structuring, conducting due diligence, acquiring, investing in, monitoring, valuing, selling or otherwise disposing of the Fund's assets, including, without limitation, appraisal fees, taxes, brokerage fees, underwriting commissions and discounts, research and information expenses (including data and information service 7 | P a g e subscriptions, related systems and services from data providers and data management software), as well as the information technology systems used to obtain such research and other information, third-party diligence software and service providers, subject and industry-matter research and experts), travel and travel-related expenses, legal, accounting, financing, commitment, origination, investment banking, consulting, professional and similar fees and expenses, and any carrying costs of a Fund associated with a post-closing sell-down to a Coinvestment Vehicle; (v) costs and expenses incurred in connection with the carrying, monitoring, advising or managing of investments, including brokerage commissions, custodial expenses, appraisal fees, record keeping and other administration fees and investment costs; (vi) expenses incurred by a Fund's general partner in its capacity as the Fund's tax matters partner or partnership representative, as applicable, or similar role under applicable state or local tax law; (vii) taxes, fees or other governmental charges levied against a Fund or on its income or assets or in connection with its business or operations and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Fund, in each case to the extent such amounts are not (A) allocable to, or subject to indemnification by, a partner, and (B) actually borne or paid by such partner; (viii) costs and expenses of litigation or other matters that are the subject of indemnification and the costs and expenses of other extraordinary events involving a Fund and the amount of any judgments or settlements paid in connection therewith; (ix) costs of insurance policies, including liability, errors and omissions insurance for a Fund’s general partner and the Adviser; (x) costs of winding up and liquidating a Fund and its subsidiaries; (xi) expenses incurred in connection with a Fund's advisory committee, including meetings thereof (including speaker fees (if any), dining and entertainment) and any reasonable out-of-pocket expenses of its members associated with such meetings (including travel and travel-related expenses), as well as expenses incurred in connection with the engagement of third-party advisors pursuant to the Governing Documents; (xii) costs and expenses incurred in connection with the meetings of the Funds' investors, including meals and the costs and expenses of any guest speakers and entertainment; (xiii) costs and expenses of third-party administrator services; (xiv) expenses relating to a defaulting investor; (xv) expenses relating to the formation and maintenance of any alternative investment vehicle; (xvi) interest on and fees and expenses arising out of all permitted borrowing and guarantees made by a Fund and all expenses incurred in negotiating, entering into, effecting, maintaining, varying and terminating any borrowing or guarantee; (xvii) costs and expenses in connection with government and regulatory filings (excluding Form ADV and Form PF), including costs and expenses associated with any filing required to be made with respect to one or more investors as a result of their jurisdiction or status, to the extent not reimbursed by such investor(s); (xviii) expenses incurred in connection with any restructuring or amendments to the constituent documents of a Fund and related entities, including such Fund's general partner, to the extent necessary to implement a restructuring or amendment of the Fund's documents; (xix) costs and expenses incurred in connection with the employment of any selling agent, broker, placement agent or finder (other than placement agent fees payable in connection with the sale of limited partnership interests in a Fund); (xx) indemnification expenses and advances; (xxi) expenses incurred in connection with distributions to a Fund's investors; (xxii) expenses relating to reports and other information prepared for and delivered to a Fund's investors; (xxiii) expenses associated with a Fund’s compliance with anti-money laundering regulations or other applicable laws and regulations, including out-of-pocket costs and expenses 8 | P a g e that are attributable to the operation of such Fund; (xxiv) reasonable expenses for business development, travel, meals and entertainment directly related to the development and management of portfolio companies and potential portfolio companies, to the extent not reimbursed by a third party or a portfolio company; (xxv) communications expenses; (xxvi) expenses associated with the transfer of a limited partnership interest in a Fund that are not borne by the applicable investor or transferee; and (xxvii) expenses incurred in connection with complying with provisions in investor side letter agreements, including “most favored nation” provisions.

In addition, the Adviser, from time to time, engages one or more fund administrators or similar service providers to perform certain functions in relation to Fund, including coordination of the Funds’ legal entity management function, execution and recordkeeping associated with applicable tax elections and filings, support for the valuation process and investor correspondence, investor data management and reporting requests, as well as data collection required for various regulatory reporting with which the Funds are required to comply.

From time to time, the general partner of a Fund creates certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“SPVs”). In the event the general partner creates an SPV, consistent with the Governing Documents of the applicable Fund, the SPV, and indirectly, its investors, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV. Expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Fund (including, without limitation, expenses of accounting and tax services) may be borne by the Fund. The Adviser, from time to time, enters into arrangements with third-party advisors and consultants who provide services relating to deal-sourcing and investment opportunities, for which such advisors and consultants are paid compensation or other fees and/or are reimbursed for certain expenses. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Fund(s), consistent with the allocation process described herein. From time to time the Adviser will be required to decide whether certain fees, costs and expenses should be borne by the Adviser, a Fund, a portfolio company, co-investors and/or a third-party (each, an “Allocable Party”) and if so, how such fees, costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party, or fees, costs and expenses may be allocated among multiple Allocable Parties. The Adviser allocates fees, costs and expenses in accordance with a Fund’s Governing Documents. To the extent not addressed in the Governing Documents of a Fund, the Adviser will seek to make allocation determinations among Allocable Parties in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital commitments of a Fund, pro rata allocation based on the respective investment (or anticipated investment) of an Allocable Party in an investment, relative benefit received by an Allocable Party, or such other equitable method as determined by 9 | P a g e the Adviser in its sole discretion). The Adviser will make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service may not reflect the relative benefit derived by such Fund from that service in any particular instance. Additionally, please see Item 6 below regarding “Carried Interest” that the Funds may pay. Although the Adviser does not often utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. please register to get more info

With respect to each Fund, upon reaching the level of return required by a Fund’s Governing Documents, a portion of the profits of each such Fund will be allocated to the capital account of, and distributed to, its general partner as “carried interest” (the “Carried Interest”). Each general partner of a Fund is a related person of the Adviser. Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds, and investors in such Funds, may incur varying levels of Carried Interest. The payment of Carried Interest at varying rates (including varying effective rates based on the calculation methodology and/or the past performance of a Fund), creates an incentive for the Adviser to disproportionately allocate time, services or functions to Funds paying Carried Interest or Funds paying Carried Interest at a higher rate, or allocate investment opportunities to such Funds. Generally, and except as otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated, at least in part, by (i) limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth Investment Allocation Requirements (as defined below). Please also see Item 11 below regarding allocations for additional information relating to how the Adviser generally addresses conflicts of interest. please register to get more info

The Adviser currently provides investment advisory services to the Funds. Investment advice is provided directly to the Funds (subject to the discretion and control of the applicable general partner, if applicable) and not individually to investors in a Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” or “knowledgeable employees,” each as defined in the 1940 Act (and rules promulgated thereunder), and include, among others, university endowments, foundations, public and private pension funds, sovereign wealth funds, insurance companies and other financial institutions. 10 | P a g e The Adviser generally requires minimum commitments of $10 million for investors in all Funds, but the Adviser has in the past permitted and will again in the future, in its sole discretion, permit investments below the minimum amounts set forth in the offering documents of such Fund. please register to get more info

Methods of Analysis and Investment Strategies
The Adviser’s investment strategy is generally to seek to:
• Invest in businesses that, because of their strategic position, have attractive growth prospects;
• Partner with high quality management teams who are meaningful equity holders and who are committed to continuous improvement of the companies they operate;
• Utilize the Adviser’s extensive experience, internal capabilities and external resource base to serve effectively as active investors, directors and advisors to portfolio companies; and
• Structure prudently the capitalization of its companies to ensure growth while enhancing equity returns. The Adviser pursues control and minority investments typically via one of the following transaction types:
• Management recapitalizations and leveraged buyouts. The Adviser assists in organizing buyouts (including turnarounds) and recapitalizations of businesses in which management teams retain significant ownership.
• Growth capital investments. The Adviser provides equity to companies that could benefit from late stage growth capital to support organic growth or acquisition strategies.
• Investments in publicly traded securities. The Adviser invests in marketable securities in instances where its analytical, operational and/or strategic skills and insights enable the Adviser to identify an appropriate return opportunity. In addition, the Adviser's investments often share one or more of the following characteristics:
• Consolidation strategy. The Adviser supports companies with strong growth potential seeking to gain market share in their respective markets through organic and strategic industry consolidation.
• Corporate carve-out. The Adviser invests in divisions or subsidiaries of larger corporations with a view that those businesses will operate more effectively as independent companies.
• Family / Founder-led Business. The Adviser has a long history of partnering with families and founders and understanding their objectives for their businesses. 11 | P a g e
• International. The Adviser invests in companies that exhibit opportunities for growth across the globe.
• Privatization. The Adviser assists in converting government-owned organizations into private businesses.
• Take-private. The Adviser identifies public companies to take private in order to provide management with a more flexible environment to pursue long-term growth objectives.
• Transformative acquisition/divestiture. During the Adviser's ownership, certain portfolio companies may pursue transformative acquisitions or divestitures, which materially change the capabilities, size and/or strategic focus of such companies. Risks All securities investments involve a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. Making an investment in a Fund is speculative, and such an investment is not intended as a complete investment program for any investor. In addition, there will be occasions when the Adviser will encounter potential conflicts of interest in connection with the Funds. In evaluating whether to make an investment in a Fund, potential investors should consider all information contained in a Fund’s offering documents, including the considerations and risk factors set forth therein. Material risks relating to the investment strategies and methods of analysis described above and to the types of securities typically purchased by or for the Funds, include, but are not limited to, the risks outlined in the following paragraphs.
Business Risks
Nature of Investments. While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. A Fund’s portfolio companies may be highly leveraged and, therefore, may be sensitive to adverse business or financial developments or economic factors. Moreover, rising interest rates may have a more pronounced effect on the profitability or survival of such companies. If a portfolio company cannot generate sufficient cash flow to meet principal or interest payments on its indebtedness, the Fund may suffer a partial or total loss of capital invested in such portfolio company. General Economic, Political or Regulatory Conditions. General economic, political or regulatory conditions may affect a Fund’s activities. Interest rates, general levels of economic activity, the price of securities, availability and terms of credit, changes in laws, regulatory interventions and changes in regulations, changes in fiscal policies, tax laws, trade barriers, commodity prices, currency exchange rates and controls, national and international political circumstances and participation by other investors in the financial markets may affect the value and number of investments made by a Fund or considered by a Fund for prospective investments. A Fund’s investments can be expected to be sensitive to the performance of the overall economy. A negative impact on economic fundamentals and consumer confidence would likely increase 12 | P a g e market volatility and reduce liquidity, both of which could have a material adverse effect on the performance of a Fund’s investments. No assurances can be given as to the effect of these economic, political or regulatory conditions on a Fund’s investment objectives. The political environment in the United States has continued to cause uncertainty regarding future political, legislative or administrative changes that may impact the Adviser, the Funds and their investments, and the range and potential implications of possible outcomes are difficult to predict. Such uncertainty may have an adverse effect on, or cause volatility in, the U.S. or global economies and currency and financial markets in the short or long term, which in turn could have a material adverse effect on the performance of a Fund’s investments. In addition, such changes could impact the regulations applicable to the Adviser, the Funds, or their investments. While certain of such changes could have a beneficial impact, other changes may more beneficially impact competitors, or could adversely impact the Adviser, the Funds or their investments. Financial Market Fluctuations. In recent years, U.S. and global financial markets and the broad current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of investments held by the Funds. For example, volatile market conditions can lead to significantly diminished availability of credit and an increase in the cost of financing, which can materially hinder the initiation of leveraged transactions. Instability in the securities markets and economic conditions generally also increase the risks inherent in the Funds’ investments. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. Many private equity funds, including the Funds, sometimes look to the public securities markets as a potential exit strategy, and there can be no assurance that the Funds will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Fund to sell these securities when the Adviser believes it is most advantageous to do so, or without adversely affecting the stock price. Volatility in the financial sector may have a material adverse effect on the ability of the Funds to buy, sell and partially dispose of their portfolio company investments. The Funds may be adversely affected to the extent that they seek to dispose of any of their portfolio investments in an illiquid or volatile market, and a Fund may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. Further, the ability of a portfolio company to refinance debt securities may depend on its ability to sell new securities in the debt market or otherwise. Valuation of Assets. There is no actively traded market for most of the securities in which the Funds invest. When estimating fair value, the Adviser will apply a methodology based on its judgment as to what is appropriate in light of the nature, facts and circumstances of the 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 from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities can ultimately be sold. Third-party pricing information is 13 | P a g e generally unavailable for a majority of a Fund's investments. With respect to a Fund, the exercise of discretion in valuation gives rise to potential conflicts of interest, as the Adviser's determination of the fair value of an investment will affect the Adviser’s track record and the amount and timing of Carried Interest to the extent such valuation results in a write-down or write-off, which could incentivize the Adviser to refrain from writing down or writing off investments. The valuations of the Funds' investments are reviewed annually by the Adviser's independent public auditors in connection with their annual audit of the Funds and subject to review and approval by each Fund’s advisory committee. The Adviser has the authority to engage a third party to conduct an appraisal of the portfolio or a specific company within the portfolio. Geopolitical Risks and Force Majeure. An unstable geopolitical climate and continued threats of terrorism could have a material effect on general economic conditions, market conditions and market liquidity. Additionally, a serious global health crisis or pandemic or a natural disaster could severely disrupt the global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default of particular investments, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all of which could have a material adverse effect on the performance of a Fund’s investments. No assurance can be given as to the effect of these events on the value of or markets for investments. Coronavirus Outbreak Risks. The recent global outbreak of the 2019 novel coronavirus (“COVID-19”), together with resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets. Although the long-term economic fallout of COVID-19 is difficult to predict, it has and is expected to continue to have ongoing material adverse effects across many, if not all, aspects of the regional, national and global economies. In particular, the COVID-19 outbreak has already, and will continue to, adversely affect a Fund’s investments and the industries in which they operate. Furthermore, the Adviser’s ability to operate effectively, including the ability of its personnel or its service providers and other contractors to function, communicate and travel to the extent necessary to carry out the Funds’ investment strategies and objectives and the Adviser’s business and to satisfy its obligations to the Funds, their investors, and pursuant to applicable law could be impaired. The spread of COVID-19 among the Adviser’s personnel and its service providers would also significantly affect the Adviser’s ability to properly oversee the affairs of the Funds (particularly to the extent such impacted personnel include key investment professionals or other members of senior management), which could result in a temporary or permanent suspension of a Fund’s investment activities or operations. Guarantees of Portfolio Companies. The Funds have in the past and are likely to in the future guarantee the obligations of portfolio companies. As a result, if any such portfolio company defaults on its obligations, the applicable Fund(s) will be required to satisfy such obligation. In order to do so, the Funds may call capital, recall distributions or liquidate some or all of their investments prematurely at potentially significant discounts to fair value. However, at no time may the aggregate amount of borrowings and guarantees exceed the uncalled commitments and 14 | P a g e unexpended capital contributions, which should mitigate the likelihood that investments would need to be liquidated prematurely or distributions would need to be recalled in order to satisfy any such obligations. Bridge Investments. The Funds have in the past and may in the future lend to portfolio companies on a short-term, unsecured basis or otherwise invest on an interim basis in portfolio companies in anticipation of a future issuance of equity or long-term debt securities or other refinancing or syndication. However, for reasons not always in the Funds’ control, such long- term securities issuance or other refinancing or syndication may not occur and such bridge loans and interim investments may remain outstanding. Any such loan or interim investment made by the Funds involves the risk of loss of the entire amount of such loan or interim investment. In addition, with respect to the making of any such loans, a Fund may be subject to various laws and regulations applicable to lenders, and the holding of such loans could potentially subject such Fund to various “lender liability” risks. In such event, the interest rate on such loans or the terms of such interim investments may not adequately reflect the risk associated with the position taken by the Fund. Coinvestments with Third Parties. The Funds will from time to time coinvest with third parties and/or limited partners through jointly owned acquisition vehicles, partnerships, joint ventures or other structures. In such situations, the Funds’ ability to control their equity investments will depend upon the nature of the joint investment arrangements with such coinvestors and the Funds’ relative ownership stakes in such investments. A Fund may be a minority investor in these circumstances. In addition, such arrangements may restrict the Funds’ ability to dispose of such investments for potentially significant periods of time. Such investments involve risks not present in investments where a third party is not involved. A coinvestor or partner of the Funds may at any time have economic or business interests or goals (including with respect to the timing of sale) which are inconsistent with those of the Funds and may be in a position to take action inconsistent with (or block actions which are consistent with) the Funds’ investment objectives. The Funds may be liable for certain actions of their coinvestors or partners. Coinvestments may also involve higher costs than other investments. Follow-On Investments. Following a Fund’s initial investment in a portfolio company, the Fund may be asked to provide additional funds to, or have the opportunity to increase its investment in, such portfolio company. There is no assurance that a Fund will make follow-on investments or that a Fund will have sufficient resources to, or be permitted to, make all such follow-on investments. Any decision by a Fund not to make (or its inability to make) a follow-on investment may have a substantial negative impact on the portfolio company in need of such follow-on investment, may result in missed opportunities for the Fund or may result in a dilution of the Fund’s investment in such portfolio company. There can be no assurance that a follow-on investment will be successful. Counterparty and Fraud Risk. The Funds will be subject to the risk of the inability of counterparties and custodians to perform with respect to transactions or to safeguard assets, whether due to insolvency, bankruptcy or other causes, which could subject the Funds to substantial losses. Of paramount concern when purchasing securities and other assets is the 15 | P a g e possibility of material misrepresentation or omission on the part of a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of investments. The Funds rely upon the accuracy and completeness of representations made by counterparties but cannot guarantee that such representations are accurate or complete. Under certain circumstances, distributions to the Funds may be reclaimed if any such payments or distributions are later determined to have been fraudulent conveyances. Possibility of Fraud and Other Misconduct of Employees and Service Providers. Misconduct by employees of the Adviser, service providers to the Adviser or the Funds and/or their respective affiliates could cause significant losses to such Funds. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Funds, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Funds and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Funds. The Adviser has controls and procedures through which it seeks to minimize the occurrence of such misconduct and procures insurance to mitigate potential losses from such conduct. However, no assurances can be given that the Adviser will be able to identify or prevent such misconduct.

Illiquid and Long-Term Investments. Although a Fund’s investments may generate current income, the return of capital and the realization of gains, if any, from such investments will most likely occur only upon the partial or complete disposition of such investments. While a Fund investment may be sold at any time, it is generally expected that the disposition of most of a Fund’s investments will not occur for a number of years after such investments are made. Usually, a Fund will make investments in securities for which there is not a public market at the time of their acquisition. A Fund generally will not be able to sell such securities publicly unless their sale is registered under applicable securities laws or will be able to sell the securities only under Rule 144 or other rules under the Securities Act, which permit only limited sales under specified conditions. In addition, in some cases, a Fund may be prohibited or limited by contract from selling certain securities for a period of time and, as a result, may not be able to dispose of a portfolio investment at a time it might otherwise desire to do so. Highly Competitive Market for Investment Opportunities. The activity of identifying, completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that a Fund will be able to identify and complete investments that satisfy its investment objectives, or realize the value of such investments, or that it will be able to invest fully its commitments. Each Fund will be competing for investment opportunities against various other groups, including strategic or industry participants, and private equity or other investment firms or pools of capital. Past Performance not Indicative of Future Results. The past performance of any other investment vehicle managed by the Adviser is not meant to be an indication of a Fund’s potential 16 | P a g e future performance. The nature of, and risk associated with, a Fund may differ substantially from the Adviser’s historical investments and strategies. Therefore, there can be no assurance that a Fund will avoid losses in the future or perform as well as the past investments of a Fund managed by the Adviser. Third-Party Advice. The Adviser, the Funds and their portfolio companies utilize the services of attorneys, accountants and other advisors and consultants in their operations. The Adviser and the Funds generally rely upon such advisors for their professional judgment with respect to legal, tax and other regulatory matters. Nevertheless, there exists a risk that such advisors may provide incorrect advice from time to time. Neither the Adviser nor the Funds will have any liability to investors for any reliance upon such advice. Concentration of Investments; Potential Lack of Diversification. Each Fund will participate in a limited number of investments and, as a consequence, the aggregate return of a Fund may be substantially adversely affected by the performance of a single investment. Furthermore, a Fund will typically invest in a limited number of portfolio companies and will be concentrated in a few industries, and the returns of a Fund may be substantially impacted by adverse developments in a particular portfolio company or industry in which the Fund has greater concentration. Disposition of Private Investments; Potential Return of Distributions. Most of a Fund’s investments will involve private securities, which are generally more difficult to sell than publicly traded securities as there is often no liquid market. This lack of liquidity may result in selling such private securities at a discount. In connection with the disposition of an investment in private securities, a Fund may agree to purchase price adjustments and may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. A Fund may be obligated to fund additional proceeds pursuant to such purchase price adjustments and also may be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate. These transactions may ultimately yield funding obligations that must be satisfied by the investors in a Fund to the extent of their unfunded commitments or prior distributions received. Investments in Less Established Businesses. The Funds have in the past and may in the future invest a portion of a Fund’s assets in less established companies. Such investments often involve greater risks than those that are generally associated with investments in more established companies. To the extent there is any public market for the securities held by a Fund in any less established companies, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. Less established companies also may have shorter operating histories on which to judge future performance and may have negative cash flow. As such, an investment in a less established company should be considered highly speculative and may result in the loss of a Fund’s entire investment in such company. 17 | P a g e Projections. A Fund relies upon projections developed by the Adviser or a portfolio company concerning a portfolio company’s future performance, outcome and cash flow. Projections are inherently uncertain and beyond the control of the Adviser and such portfolio company. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of other unforeseen events could impair the ability of a portfolio company to realize projected values, outcomes and cash flow. Expedited Transactions. From time to time, the Adviser is required to undertake investment analyses and decisions on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time an investment decision is made may be limited, and the Adviser may not have access to detailed information regarding the investment. Therefore, no assurance can be made that the Adviser will have knowledge of all circumstances that may adversely affect an investment. Investments Longer than Term. A Fund may make investments that, for various reasons, are not capable of an advantageous disposition prior to the date the Fund is required to be terminated, either by expiration of the Fund’s term or otherwise. As a result, a Fund may continue to hold such securities for longer than anticipated, including longer than a Fund’s expected term, or may sell, distribute in-kind or otherwise dispose of investments at a disadvantageous time as a result of such Fund’s termination. Equity Securities. The Funds invest, and intend to continue investing, in common and preferred stock and other equity securities, including public and private equity securities. Equity securities generally involve a high degree of risk and will be subordinate to debt securities and other indebtedness of the issuers of such equity securities. Prices of equity securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. In some cases, the issuers of such equity securities may be highly leveraged or subject to other risks, such as limited product lines, markets or financial resources. In addition, actual and perceived accounting irregularities can cause dramatic price declines in equity securities. The Funds may experience a substantial or complete loss on individual equity securities. Debt Investments. The Funds are permitted to invest, and are contemplating investments in, debt securities, including, without limitation, higher yielding (and, therefore, higher risk) debt securities. In certain cases, such debt will be rated below “investment grade” or will be unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to make timely interest and principal payments. The market values of certain of these debt securities may reflect individual corporate developments. It is likely that a major economic recession could have a material adverse impact on the value of such securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these debt securities. In addition, debt investments are subject to credit and interest rate risks. Control Position. The Adviser will generally seek investment opportunities that allow a Fund to have meaningful influence on the management, operations and strategic direction of the portfolio 18 | P a g e companies in which such Fund invests. The exercise of control and/or meaningful influence over a portfolio company imposes additional risks of liability for regulatory non-compliance, environmental damage, product defects, failure to supervise management and other types of liability in which the limited liability of such portfolio company may be ignored. The exercise of control and/or meaningful influence over a portfolio company could expose the assets of a Fund to claims by such portfolio company, its regulators, its security holders and its creditors. Non-Controlling Investments. Funds hold, and expect in the future to hold, non-controlling interests in certain portfolio companies, including in the form of marketable securities, debt securities or similar debt- or equity-like instruments and, therefore, may have a limited ability to protect their positions in such investments. Any other control persons with respect to such portfolio companies may have economic or business interests or goals that are inconsistent with those of a Fund, and such Fund may not be in a position to protect the value of such investments. In addition, if a Fund takes a non-controlling interest in publicly-traded securities as a “toehold” investment, such publicly-traded securities may fluctuate in value over the limited duration of a Fund’s investment in such securities, which could potentially reduce returns to investors. Therefore, there can be no assurance that a Fund will be able to realize the value of any such investments and distribute proceeds in a timely manner. In addition, although a Fund will generally seek board representation in connection with its non-controlling interests, there is no assurance that such representation, if sought, would be obtained. Regulatory Risks. New legal, tax and regulatory changes could occur during the term of a Fund that may adversely affect such Fund. New laws or revised regulations may be imposed by the SEC, the U.S. Federal Reserve or other banking regulators, other governmental regulatory authorities, non-U.S. governments or self-regulatory organizations that supervise the financial markets. The Funds may also be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self- regulatory organizations. The regulatory environment for private investment funds and advisers thereto is evolving, and changes in the regulation of private investment funds or such advisers may adversely affect the value of the investments held by a Fund and the ability of the Adviser to execute such Fund’s investment strategy. The impact of any such future laws or regulations is uncertain and could have a substantial and adverse impact on a Fund and its investors. Environmental Hazards. Under environmental laws enacted by U.S. Federal and state governments, owners and lessees of property may be liable for the clean-up and removal of hazardous substances even where the present owner was not responsible for placing the hazardous substances on the property or where the property was contaminated prior to the time the owner took title. If any property acquired or leased by a portfolio company was found to have an environmental problem, the portfolio company could incur substantial costs and a Fund could suffer a complete loss of its investment in such portfolio company. Environmental, Social and Governance Matters. While ESG is only one of the many factors the Adviser will consider in making an investment, there is no guarantee that the Adviser will successfully implement and make investments in companies that create positive environmental, social and governance (“ESG”) impacts while enhancing long-term shareholder value and 19 | P a g e achieving financial returns. To the extent that the Adviser engages with companies on ESG- related practices and potential enhancements thereto, such engagements may not achieve the desired financial and social results, or the market or society may not view any such changes as desirable. Successful engagement efforts on the part of the Adviser will depend on the Adviser’s skill in properly identifying and analyzing material ESG and other factors and their impact- related values, and there can be no assurance that the strategy or techniques employed will be successful. Considering ESG qualities when evaluating an investment may result in the selection or exclusion of certain investments based on the Adviser’s view of certain ESG-related and other factors, carries the risk that the Adviser may underperform funds that do not take ESG-related factors into account because the market may ultimately have a different view of a particular company’s performance than that anticipated by the Adviser. Applying ESG investing goals to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Adviser or any judgment exercised by the Adviser will reflect the beliefs or values of any particular investor. ESG-related practices differ by region, industry and issue and are evolving accordingly, and a company’s ESG-related practices or the Adviser’s assessment of such practices may change over time. Non-U.S. Investments. A Fund has in the past and may in the future invest globally, including in portfolio companies domiciled in emerging markets. Foreign securities involve certain risks not typically associated with investing in U.S. securities, including risks relating to (i) currency exchange matters, (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative illiquidity of some foreign securities markets, (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation, (iv) the potential for rapid fluctuations in inflation rates, (v) certain economic and political risks, including possible regulations and restrictions on foreign investment and repatriation of capital and the risks of economic, political or social instability, (vi) foreign governmental approvals and compliance with foreign laws and regulations, (vii) the possible imposition of foreign taxes on income and gains recognized with respect to such securities, (viii) more rudimentary anti-fraud and anti- insider trading regulation and (ix) less developed corporate laws regarding fiduciary duties and the protection of investors. A Fund’s historical returns on its U.S. investments may not be indicative of the results it will achieve on future investments located in foreign countries. There may be no prohibitions or restrictions on the ability of management to terminate existing business operations, sell or otherwise dispose of a portfolio company’s assets, or otherwise materially affect the value of such portfolio company without the consent of such portfolio company’s shareholders. Anti-dilution protection also may be very limited. Currency Exchange Risk and Possible Hedging Activities. Capital contributions to each Fund are payable in U.S. dollars, and each Fund’s assets will be valued in U.S. dollars. Certain of the Funds’ investments may be denominated in currencies other than the U.S. dollar, and hence the value of such investments would depend in part on the relative strength of the U.S. dollar. A Fund may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between foreign currencies and the U.S. dollar, as well as the transaction costs associated with converting foreign currencies into U.S. dollars. Changes in foreign currency exchange rates may also affect the value of dividends and interest earned, and the levels of gains 20 | P a g e and losses realized on the sale of such investments, and the possible use of hedging strategies may limit the ability of a Fund to profit from the increase in the value of an investment above a certain price. The rates of exchange between the U.S. dollar and other currencies are affected by many factors, including forces of supply and demand in the foreign currency exchange markets. Exchange rates also are affected by the international balance of payments and other economic and financial conditions, government intervention, speculation and other factors. The Funds may, but are not obligated to, engage in any currency hedging operations in order to minimize the risk of a decrease in the value of one or more investments. The use of hedging strategies is a highly specialized activity, and there can be no assurance as to the success of any hedging operations that the Funds may implement or that their use will achieve the intended results. While such hedging transactions may reduce certain risks, such transactions themselves entail certain other risks, including (but not limited to) counterparty credit risk and market liquidity risk. In addition, if judgments made with respect to future stock prices, exchange rates, market conditions or trends are not correct, these hedging strategies could result in losses to a Fund. Cybersecurity Risk. The Adviser, the Funds’ service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect a Fund and its investors, despite the efforts of the Adviser and the Funds’ service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to a Fund and its investors. Cyber incidents refer to both intentional attacks and unintentional events including: processing errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical-related disruptions, unauthorized access to digital systems (through “hacking” or malicious software coding), computer viruses, and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality (including denial of service attacks). For example, unauthorized third parties could attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of the Adviser, the Funds’ service providers, counterparties or data within these systems. Third parties could also attempt to fraudulently induce employees, customers, third- party service providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of the Funds’ investors. A successful penetration or circumvention of the security of the Adviser’s systems could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Funds, the Adviser or their service providers to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures or financial loss. In addition, the Adviser may incur substantial costs related to forensic analysis of the origin and scope of a cybersecurity breach, increased and upgraded cybersecurity to prevent any cyber incidents in the future, identity theft, unauthorized use of proprietary information, adverse investor reaction or litigation. While the Adviser believes that the Funds’ critical service providers have established business continuity 21 | P a g e plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Adviser cannot control the cybersecurity plans and systems put in place by a Fund’s service providers or any other third parties whose operations may affect the Funds. Similar types of operational and technology risks are also present for the Funds’ portfolio companies, which could have material adverse consequences for such portfolio companies and may cause the Funds’ investments to lose value.

Tax Reform Risks. President Trump signed into law a broad-based reform of the Internal Revenue Code of 1986, as amended (the “Code”) on December 22, 2017 (the “Tax Act”). There are significant uncertainties regarding the interpretation and application of the Tax Act. Changes to the Code made by the Tax Act include treating carried interest as short-term capital gain for U.S. federal income tax purposes if certain new holding period requirements are not met. These new holding period requirements could create a conflict of interest as the tax position of the Adviser may differ from the tax position of the investors. The new requirements could affect decisions relating to investments and dispositions, including the structure of investments and the timing and structure of dispositions by the Funds, which could adversely affect returns for investors. In addition, these new holding period requirements could subject employees or other individuals who hold direct or indirect interests in the Adviser to higher rates of U.S. federal income tax on such carried interest than was the case under prior law. This could make it more difficult for the Adviser to incentivize, attract and retain individuals to perform services for the Funds. Changes to the Code made by the Tax Act and any further changes in tax laws or interpretations of such tax laws may be adverse to the Funds and the investors.

Management Risks Reliance on Managing Directors. The success of a Fund depends in substantial part upon the skill and expertise of the Managing Directors of the Adviser and others providing investment advice with respect to a Fund. There can be no assurance that these key investment professionals will continue to be associated with the Adviser throughout the life of a Fund. The loss of key personnel could have a material adverse effect on a Fund’s ability to realize its investment objectives. Competition in the financial services industry for qualified investment professionals and other personnel is intense, and there is no guarantee that the talents of the Adviser’s departing investment professionals could be replaced. The success of a Fund depends on the Adviser’s ability to identify and willingness to provide acceptable compensation arrangements to attract, retain and motivate talented investment professionals and other personnel. Such compensation arrangements may provide that an investment professional or other person, in certain circumstances after the individual is no longer employed or retained by the Adviser or a portfolio company, be granted a continuing interest in respect of particular investments. In addition, the Managing Directors of the general partner for one Fund are generally also the Managing Directors of the general partners of each other Fund and the Adviser. They will have demands made on their time for the investment, monitoring, exit strategy and other functions of all Funds, Stockbridge and the Adviser. 22 | P a g e Portfolio Company Management. Many portfolio companies rely on the services of a limited number of key individuals, the loss of any one of whom could significantly adversely affect the portfolio company’s performance. Although the Adviser expects to monitor portfolio company management, management of each portfolio company will have day-to-day responsibility with respect to the business of each such portfolio company. There can be no assurance that the existing management team of a portfolio company, or any new team, will be able to successfully operate such portfolio company. A portfolio company’s success can depend on the management talents and efforts of one person or a small group of persons whose death, disability or resignation would significantly adversely affect the portfolio company’s performance. Board Participation. A Fund will typically be represented by the Adviser’s investment professionals on, or as observers to, the boards of directors of certain of its portfolio companies. Although such positions in certain circumstances may be important to such Fund’s investment strategy and could enhance the Adviser’s ability to manage the investments, they may also have the effect of impairing the Adviser’s ability to sell the related securities when, and upon the terms, it may otherwise desire, and may subject the Adviser and a Fund to claims they would not otherwise be subject to as an investor, including claims of breach of fiduciary duties, violations of securities laws and other director-related claims. In general, the Adviser and its respective partners, members, agents, employees and affiliates, Advisory Directors, other Portfolio Advisors and the members of a Fund’s advisory committee and the investors represented by such members will be entitled to indemnification by the Funds for such claims, subject to certain conditions. Litigation. Litigation can and does occur in the ordinary course of the management of investments. A Fund, the Adviser and/or their respective partners, members, agents, employees and affiliates, Advisory Directors, other Portfolio Advisors and the members of the advisory committees may be engaged in litigation both as a plaintiff and as a defendant. This risk is somewhat greater where a Fund exercises control or significant influence over a portfolio company’s direction, including as a result of board participation. Such litigation can arise as a result of a portfolio company default of obligations, a portfolio company bankruptcy or other reasons. In certain cases, portfolio companies or their constituents may bring claims and/or counterclaims against a Fund, the Adviser and/or their respective partners, members, agents, employees and affiliates, Advisory Directors, other Portfolio Advisors and the members of a Fund’s advisory committee and the investors represented by such members alleging violations of securities laws and corporate, contractual and other typical claims and counterclaims seeking significant damages. To the extent that (i) a Fund has not been able to protect itself through insurance, indemnification or other rights against a portfolio company, (ii) a Fund is not entitled to such protections, or (iii) the portfolio company is not solvent, the expense of defending against claims made against a Fund by third parties and paying any amounts pursuant to settlements or judgments would be borne by such Fund pursuant to indemnification obligations. The Adviser and its respective partners, members, agents, employees and affiliates, Advisory Directors, other Portfolio Advisors and the members of a Fund’s advisory committee and the investors represented by such members will be entitled to indemnification by the Funds for such claims, subject to certain conditions. 23 | P a g e please register to get more info

Item 9 is not applicable to the Adviser. please register to get more info

Related General Partners
As mentioned above, various entities serve as general partners of the Funds, and each general partner of a Fund is a related person of the Adviser. For a description of material conflicts of interest created by the relationship among the Adviser and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below.
Affiliated Adviser
The Adviser considers the relationship with its affiliated adviser, Stockbridge, to be material to its advisory business. Stockbridge is separately registered as an investment adviser with the SEC and, like the Adviser, is a wholly-owned subsidiary of BPSP, L.P. Stockbridge pursues a marketable securities strategy and primarily invests in publicly traded securities. For a description of material conflicts of interest created by the relationship between the Adviser and its affiliated adviser, as well as a description of how such conflicts are addressed, please see Item 11 below.
Affiliated Pooled Investment Vehicles
The pooled investment vehicles advised by Stockbridge are, by virtue of the Adviser’s relationship with Stockbridge, affiliated with the Adviser and the Funds. Although they have different investment objectives, the Funds from time to time participate in transactions alongside the pooled investment vehicles and other clients advised by Stockbridge. For a description of material conflicts of interest created by the relationship between the Adviser and any such affiliated pooled investment vehicles or accounts, as well as a description of how such conflicts are addressed, please see Item 11 below. please register to get more info

Trading
Code of Ethics
The Adviser has adopted a written code of ethics (the “Code of Ethics”) that is applicable to (i) all of its Managing Directors, principals, partners, officers (or any person performing similar functions) and employees; (ii) every natural person (whether or not an employee of the Adviser) that is subject to the Adviser’s supervision and control that (a) has access to nonpublic information regarding a Fund’s purchase or sale of securities, (b) is involved in making securities recommendations to a Fund, or (c) has access to nonpublic securities recommendations to a Fund, as well as officers and employees of Stockbridge and certain independent contractors; and 24 | P a g e (iii) members of the household of any of the natural persons listed under (i) and (ii) (collectively, “Adviser Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain preclearance and reporting obligations. The Code of Ethics prohibits Adviser Personnel (other than certain Advisory Directors of the Adviser) from purchasing certain “covered securities” for their own accounts. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer (“CCO”) as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, unwinding of any applicable trade, profit disgorgement, investment forfeiture, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to Compliance@berkshirepartners.com.
Participation or Interest in Client Transactions
The Adviser, certain employees of the Adviser and Stockbridge and certain Portfolio Advisors to the Adviser invest in and alongside the Funds, including through the general partners, as direct or indirect investors in the Funds or through separate investment vehicles. A Fund or its general partner, as applicable, typically will waive or reduce all or a portion of the Advisory Fee and Carried Interest related to investments held by such persons. In addition, certain employees or other related persons of the Adviser and Berkshire are investors in, or managers of, certain investors in the Funds. This creates a conflict of interest, as the Adviser may be incentivized to give such investors preferred terms with respect to its investment in a Fund. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Although all investors in a Fund receive a standard set of offering materials for a Fund, including a private placement memorandum, applicable Governing Documents and such other due diligence information that the Adviser believes may be helpful to an investor in evaluating an investment in such Fund, potential investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) or a coinvestment opportunity (see below) may ask different questions and request different information in addition to the information the Adviser provides to all prospective investors. In response to such requests, the Adviser provides from time to time additional or more detailed information to one or more investors or prospective investors that it does not provide to all of the prospective investors or limited partners. 25 | P a g e
Conflicts of Interest
The Adviser and its related entities engage in a broad range of activities, including investment activities for their own accounts and for the accounts of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. In the Adviser’s ordinary course of conducting its activities, the interests of a Fund can conflict with the interests of the Adviser, other Funds or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. The Adviser, from time to time, establishes certain investment vehicles through which certain employees, business associates, “friends and family” of the Adviser or Stockbridge and their personnel (“Adviser Investors”), certain individuals and entities that are also investors in one or more Funds, and/or individuals and entities that are not investors in any Funds (“Third Parties”) invest alongside one or more of the Funds in one or more investment opportunities. The establishment of certain of these vehicles, referred to herein as “Coinvestment Vehicles,” may be required by a Fund’s Governing Documents. Coinvestment Vehicles are typically contractually required to purchase and sell certain investment opportunities at substantially the same time and substantially the same terms as the applicable Fund that is invested in that investment opportunity. Coinvestment Vehicles comprised primarily of Adviser Investors or formed for a specific investment opportunity only typically do not pay Advisory Fees or Carried Interest. Committed Coinvestment Vehicles comprised primarily of Third Parties will typically pay fees and compensation to the Adviser. See the discussion of the potential conflicts associated with such fee arrangements below under “Allocation of Investment Opportunities among Funds and Allocation of Coinvestment Opportunities.” Resolution of Conflicts. In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including, for example, the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest:
• A Fund will not make an investment unless the Adviser believes that such investment is an appropriate investment considered solely from the viewpoint of such Fund;
• Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions set forth in a Fund’s Governing Documents and/or in the Adviser’s Compliance Policies and Procedures Manual;
• Conflicts of interest related to the allocation of opportunities between the Funds and Stockbridge Funds (as defined below) are mitigated because the Funds generally pursue different investment strategies from the pooled investment vehicles and accounts advised by Stockbridge; 26 | P a g e
• Generally, each Fund has established an advisory committee, consisting of representatives of investors not affiliated with the Adviser. Each Fund’s advisory committee meets as required and requested by the Adviser to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion;
• Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and
• Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund. In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. Conflicts. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the potential conflicts that may be faced by a Fund. Other conflicts are disclosed throughout this Brochure and in the offering documents of each Fund, and these materials should be read in their entirety for other conflicts. In addition to a Fund, the Adviser and its affiliates serve, and in the future may serve, as the investment manager to certain other entities, including other Funds. Additionally, the Managing Directors of the general partner of one Fund are generally also Managing Directors of the general partners of each other Fund, the Adviser and Stockbridge. As such, certain conflicts could arise in the allocation of investment opportunities and in connection with the acquisition and/or disposition of investments by a Fund. Please see “Stockbridge,” “Other Strategies” and “Allocation of Investment Opportunities among Funds and Allocation of Coinvestment Opportunities” below for important information on allocations of investment opportunities. In addition, there are certain restrictions on the ability of a Fund to invest in portfolio companies of the other Funds.

The Adviser has adopted written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. Stockbridge. Stockbridge primarily invests in publicly traded securities without seeking or obtaining governance rights. However, from time to time, Stockbridge and its affiliates will provide investment advice to investment funds and managed accounts that follow investment programs similar to or different from those of the Funds (each, a “Stockbridge Fund”), and Stockbridge Funds have in the past and are likely in the future to continue to invest in the same companies in which the Funds are invested. The Funds have no interest in Stockbridge Funds. Conflicts of interest may arise among the Funds and Stockbridge Funds, which include, but are not limited to, those described below. As deemed appropriate, the Adviser may notify or seek the 27 | P a g e advice or consent of a Fund’s advisory committee with respect to any conflict related to a Stockbridge Fund. There may be a conflict of interest in the allocation of investment opportunities among the Funds and Stockbridge Funds. Investments by a Fund and a Stockbridge Fund in the same portfolio company may raise the risk of using the resources of a Fund to support positions taken by a Stockbridge Fund. The Adviser, Stockbridge and their affiliates will evaluate for the Funds or Stockbridge Funds a variety of factors which may be relevant in determining whether a particular investment opportunity is appropriate and feasible for the Funds or Stockbridge Funds, including the nature of the investment opportunity taken in the context of the other investments at the time, the potential liquidity of the investment relative to the needs of the Funds or Stockbridge Funds, investment or regulatory limitations and the transaction costs involved. Because these considerations will generally differ for the Funds and one or more Stockbridge Funds in the context of any particular investment opportunity, investment activities of the Funds and Stockbridge Funds will generally differ considerably. To the extent required by a Fund’s Governing Documents and to the extent legally or contractually permitted, prior to a Fund making any investment in a portfolio company in which a Stockbridge Fund holds an investment, the Adviser will provide notice of such investment to the Fund’s advisory committee. In general, investments in publicly traded equity securities without the desire for governance rights will be allocated to Stockbridge Funds, and investments in privately held equity securities will be allocated to the Funds. However, from time to time, Stockbridge Funds and the Funds will invest in the same securities, and there can be no assurances that an investment opportunity which comes to the attention of the Adviser will not be allocated wholly or primarily to Stockbridge Funds based on, among other things, the factors listed above, with the Funds being unable to participate in such investment opportunity or participating only on a limited basis. A Fund (or the Adviser on a Fund’s behalf) or a Stockbridge Fund may invest in opportunities that other Funds have declined, and likewise, a Fund (or the Adviser on a Fund’s behalf) or a Stockbridge Fund may decline to invest in opportunities in which other Funds or Stockbridge Funds have invested. A conflict of interest arises when one Fund or Stockbridge Fund, in such circumstances, benefits from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund considering the investment. In such circumstances, the benefitting Fund or Stockbridge Fund typically will not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. A Fund could be disadvantaged because of the activities conducted by Stockbridge or its affiliates for Stockbridge Funds as a result of, among other things, (i) legal restrictions on the combined size of positions held for all accounts managed by the Adviser, Stockbridge or their affiliates, thereby limiting the size of a Fund’s position, (ii) the difficulty of liquidating an investment for more than one account where the market cannot absorb the sale of the combined positions and (iii) the regulatory filing obligations that could be imposed on the Adviser, Stockbridge or their affiliates if, for example, the Adviser, Stockbridge and their affiliates are treated as members of a “group,” resulting in aggregation of their holdings for purposes of their 28 | P a g e regulatory filing obligations or the applicability of short-swing profit disgorgement rules with respect to such acquisitions and dispositions, where the Funds and the Adviser would not have been subject to such filing obligations and short-swing profit rules in the absence of Stockbridge Funds being invested in the same securities. These filing obligations and short-swing profit rules may cause the Adviser to make investment decisions for the Funds different from the decisions it would have made in the absence of affiliation with Stockbridge. In general, the Adviser intends to manage the Funds’ investments to avoid the short-swing profit liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended. Other Strategies. The Adviser or its affiliates has in the past and continues to pursue investment strategies that it believes are complementary to the business of the Adviser, including, but not limited to, debt financing investments (e.g., bank loan participations or assignments, bonds, mezzanine debt or similar investments), including, without limitation, minority investments in or related to the debt financing of a portfolio company of a Fund. For example, the Adviser is currently developing its debt investing capabilities by investing internal capital in such investments. From time to time in connection with the foregoing, affiliates of the Adviser expect that they will occasionally invest in the debt of a Fund’s portfolio companies (subject to the restrictions set forth in the Governing Documents for the applicable Fund), which would raise the conflicts described in the following paragraph. Further, pursuing such debt investing strategies that differ from those of a Fund creates conflicts of interest among such Fund and the Adviser’s affiliates that invest in debt securities. If such debt investing strategies are pursued, there will be a conflict of interest in the allocation of investment opportunities among a Fund and such affiliates. In such event, similar to Stockbridge, the Adviser will evaluate for such Fund or such affiliates a variety of factors which may be relevant in determining whether a particular investment opportunity is appropriate and feasible for such Fund or such affiliates, including the nature of the investment opportunity taken in the context of market conditions at the time, consistent with the Governing Documents for the applicable Fund, and consistent with the allocation policies and procedures adopted by the Adviser. As noted above, the Adviser or its affiliates, on behalf of a Fund, are expected to occasionally invest in the debt securities of a portfolio company of a Fund, and a Fund has in the past and is expected to again in the future also invest in a portfolio company in which such affiliates have previously made or concurrently will make an investment (including debt investments). Investments made by such affiliates and a Fund could be in different parts of a portfolio company's capital structure, including with respect to seniority, interest rates, security, dividends, voting rights and participation in liquidation proceeds. In addition, such investments could be acquired by a Fund and such affiliates at different times or at different prices. As a result, the interests and/or investment objectives of a Fund and such affiliates may differ in the case of financial distress of such portfolio company, including the structuring of, or exercise of rights with respect to, investment transactions and the timeframe for and method of exiting the investment. If such a conflict between a Fund and such affiliates arises, it is contemplated that such affiliates would not exercise their voting rights with respect to their debt securities in such portfolio company; provided, however, that if such voting rights are exercised, the respective Fund’s general partner will obtain the approval of the respective advisory committee prior to such vote. In addition, there may be differences in timing of entry into, or exit from, a portfolio 29 | P a g e company for reasons such as differences in strategy, existing portfolio or liquidity needs. These variations in timing may be detrimental to a Fund. The Adviser will notify or seek the advice or approval of a Fund’s advisory committee to the extent conflicts arise between such Fund and such affiliates as required by such Fund's Governing Documents. Please see “Conflicts Related to Purchases and Sales” below for a description of other conflicts that may arise when more than one Fund, or a Fund and an affiliate invests in overlapping layers of the capital structure of a portfolio company. Allocation of Investment Opportunities Among Funds and Allocation of Coinvestment Opportunities. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”), which will also apply directly or indirectly to certain Coinvestment Vehicles with investments contractually tied to the Funds. Investment Allocation Requirements are set forth in a Fund’s Governing Documents or offering documents. Investment opportunities suitable for the Funds are occasionally available for the participation of more than one Fund at any given time. Investment Allocation Requirements govern the allocation of investment opportunities exclusively among the Funds. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Funds, the Adviser takes into account such factors that it determines in its sole discretion to be relevant, consistent with the Adviser’s private equity fund business model for the Funds. The Adviser will seek to make all allocations of investment opportunities among the Funds in a fair and equitable manner. The application of the Investment Allocation Requirements will sometimes result in allocation on a non-pro rata basis, and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives. Subject to any Investment Allocation Requirements and Side Letter considerations, in general, (i) no investor in a Fund has a right to participate in any coinvestment opportunity solely as a result of its investment in a Fund (although investors in a Coinvestment Vehicle will participate indirectly in a coinvestment opportunity that is allocated to that Coinvestment Vehicle); (ii) coinvestment opportunities have been and will be offered to some and not other investors in the Funds (with allocations that are expected to differ from such investors’ proportionate investments in a Fund), in the sole discretion of the Adviser or its related persons or other participants in the applicable transactions, such as co-sponsors; (iii) decisions regarding whether and to whom to offer coinvestment opportunities have been made and may again in the future be made in the sole discretion of the Adviser or its related persons or other participants in the applicable transactions, such as co-sponsors, and investors may be offered a smaller amount of coinvestment opportunities than originally requested and an investor may be offered fewer co- investment opportunities than other investors with the same, larger or smaller capital commitments in the same Fund; (iv) certain persons other than investors in the Funds (e.g., consultants, joint venture partners, persons associated with a portfolio company and other Third Parties) rather than one or more investors in a Fund have been and will be offered the right to coinvestment opportunities (contractually or otherwise) in the sole discretion of the Adviser or its related persons; and (v) coinvestors typically purchase their interests in a portfolio company at the same time as the Funds or from the applicable Funds after such Funds have consummated 30 | P a g e their investment in the portfolio company (also known as a post-closing sell-down or transfer). Each co-investment opportunity (should any exist) is likely to be different, and the allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). The ability of coinvestment parties to participate in follow-on investments to coinvestment opportunities will be determined on a deal-by-deal basis. Additionally, non-binding acknowledgements of interest in coinvestment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgements if there is a coinvestment opportunity.

The Adviser will determine (in its sole discretion) if the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the Funds (after taking into account any portion of the opportunity allocated to certain participants in the applicable investment, such as consultants, financing providers and advisors to the Adviser and/or the Funds or management teams of the applicable portfolio company and Third Parties, including certain strategic investors and other investors whose allocation is determined by the Adviser to be in the best interests of the applicable Funds), and any such excess may be offered to one or more Coinvestment Vehicles or other coinvestors as set forth in the following paragraphs. There may be circumstances where an amount that could have otherwise been invested by a particular Fund is instead allocated to one or more co-investors. In exercising its discretion to allocate coinvestment opportunities with respect to a particular investment among the Funds, Coinvestment Vehicles and other potential coinvestors, the Adviser will consider some or all of a wide range of factors, which include, but are not limited to, one or more of the following:
• The size and financial resources of a potential coinvestment party;
• The ability of such potential coinvestment party to efficiently and expeditiously participate in such investment opportunity (including whether the potential coinvestment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise by required);
• Confidentiality concerns in connection with providing such potential coinvestment party information relating to the investment opportunity;
• Whether a potential co-investment party has a history of participating in co-investment opportunities and the Adviser’s past experiences and relationships with such potential coinvestment party;
• Whether such coinvestment opportunity is likely to subject such potential coinvestment party or the potential portfolio company to legal, regulatory, competitive, reporting, public relations, media or other concerns, as a result of the potential coinvestment party participating in the coinvestment opportunity; 31 | P a g e
• Level of demand for participation in such coinvestment opportunity
• Whether the profile or characteristics of the potential coinvestment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of a Fund to take advantage of such opportunity;
• The ability of a potential coinvestment party to aid in the operations or strategy of a portfolio company and whether the potential coinvestment party has any existing positions in, or other familiarity with, the portfolio company;
• Any interests the potential coinvestment party has in any competitors of the portfolio company;
• The existence of any committed Coinvestment Vehicle; and
• Whether allocating investment opportunities to such potential coinvestment party will help establish, recognize, strengthen and/or cultivate relationships that may provide direct or indirect longer-term benefits (including strategic, sourcing or similar benefits) to current or future investment vehicles and/or the Adviser. The factors above are not listed in order of importance or priority, and the Adviser is not required to, and does not, consider all of the factors described above in any particular investment, and some factors will be more or less important depending upon the nature of the particular investment and attendant circumstances. As described above under “Conflicts of Interest,” the Adviser will from time to time establish a committed Coinvestment Vehicle to participate in coinvestment opportunities, should they arise, on a side-by-side basis with investments made by the Funds. Investors in such committed Coinvestment Vehicles include certain Fund investors, Adviser Investors and/or Third Parties. In certain cases, the Adviser will receive fees and compensation with respect to such committed Coinvestment Vehicle. The Adviser is under no obligation to establish such committed Coinvestment Vehicle and, if so established, the Adviser is under no obligation to offer participation in such committed Coinvestment Vehicle to any investor. To the extent that any Coinvestment Vehicle is offered an opportunity to invest in a portfolio company alongside a Fund, the Adviser is not required to reduce a Fund’s Advisory Fee by the portion of any Portfolio Company Fees allocable to such Coinvestment Vehicle based on its proportionate interest in the portfolio company. The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including the Funds, Coinvestment Vehicles and other potential coinvestors, Adviser Investors and Third Parties, and in the manner discussed above, may not, and often will not, result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to other such persons. For example, the Adviser may be incentivized to offer a coinvestment opportunity to certain persons over others based on its economic arrangement with such persons. While the 32 | P a g e Adviser will determine how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Adviser may be subject, discussed herein, did not exist. In the event the Adviser determines to offer an investment opportunity to coinvestors, there can be no assurance that the Adviser will be successful in offering a coinvestment opportunity, in whole or in part, to a potential coinvestor, that the closing of such coinvestment will be consummated in a timely manner, that the coinvestment will take place on the terms and conditions that will be preferable for the Fund or that expenses incurred by the Fund with respect to the syndication of the coinvestment will not be substantial. As a consequence, Funds have in the past and may in the future hold a larger than expected portion of such investment and bear the entire portion of any fees, costs and expenses related to such investment, including, but not limited to, break-up fees. An investment that is not syndicated to co-investors as originally anticipated could significantly reduce a Fund’s overall investment returns. Further, it is possible that a potential coinvestment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. Although the Adviser has in the past been successful in offering and fulfilling coinvestment opportunities on specific transactions, it is possible that if the Adviser were not successful in offering a coinvestment opportunity, the Fund would consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended. In addition, to the extent the Adviser has discretion over a secondary transfer of interests in a Fund pursuant to such Fund’s Governing Documents, the Adviser will consider the factors it deems relevant, which may include the factors listed above, in exercising such discretion. Subject to any restrictions in the Governing Documents of the applicable Fund, the Adviser or its related persons may be asked to identify a limited number of Adviser Investors or Third Parties to potentially acquire the interest being transferred. With respect to consummated transactions, coinvestors (including Coinvestment Vehicles) will typically bear their pro rata share of fees, costs and expenses related to the discovery, investigation, development, acquisition, ownership, maintenance, monitoring, hedging and disposition of their coinvestments. In certain circumstances, coinvestors may also be required to pay their pro rata share of fees, costs and expenses related to potential investments that are not consummated, such as Break-Up Fees or “broken deal” expenses. The Adviser will endeavor to allocate such fees, costs and expenses on a fair and equitable basis; however, coinvestors may not agree to pay or otherwise may not bear such fees, costs and expenses if such coinvestors have not been identified as of the time such potential investment ceases to be pursued and/or if such coinvestors did not agree to pay such fees, costs and expenses as a condition to participating in the coinvestment opportunity. In that event, such fees, costs and expenses will be considered operating expenses of and be borne by a Fund to the extent such coinvestment opportunity 33 | P a g e substantially progressed. Notwithstanding the foregoing, the Adviser will bear the pro rata portion of such fees, costs and expenses allocated to the Adviser’s coinvestment or the amount allocable to coinvestors to the extent the opportunity did not substantially progress. “Broken deal expenses” often include, among other things, legal, accounting advisory, consulting or other third-party expenses, travel and travel-related and accommodation expenses, fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investments, any break-up fees, reverse termination fees, topping, termination or other similar fees, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits of cash or other property which are forfeited in connection with a proposed investment that is not consummated.

There have in the past and may again in the future be occasions when, for ease of administration or if a counterparty requires, one Fund (the “Obligor”) contractually serves as obligor (e.g., in providing a guarantee) on behalf of multiple funds (the “Allocated Funds”). On such occasions, each Allocated Fund will enter into an agreement to fund or reimburse its pro rata portion of any applicable liability contractually assumed by the Obligor. In addition, the Adviser or Stockbridge have in the past and will in the future incur expenses allocable to the Funds, Stockbridge Funds and/or portfolio companies for third-party research materials later used by and for the benefit of the Funds, Stockbridge Funds and/or portfolio companies advised by the other adviser. In the event that both the Adviser and Stockbridge jointly commission such research, the Adviser and Stockbridge will allocate as equitably as possible such costs between the respective Funds, Stockbridge Funds and/or portfolio companies. The appropriate allocation among the Funds, any Stockbridge Funds and the Adviser of expenses and fees generated in the course of evaluating potential investments that are not consummated, such as out-of-pocket expenses associated with due diligence, attorney’s fees and the fees of other professionals, will be determined by the Adviser and Stockbridge, with respect to allocations involving the Stockbridge Funds in its or their sole discretion. Certain expenses of the Funds and the Adviser incurred in connection with originating, evaluating, negotiating, structuring, conducting due diligence, acquiring, monitoring, valuing, selling or otherwise disposing of the Funds’ assets may be borne by one or more portfolio companies. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser may be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, the Adviser has an incentive to allocate investment opportunities to the Funds from which the Adviser or its related persons derive, directly or indirectly, a higher fee, compensation or other benefit. In addition, Adviser Personnel invest, either indirectly or directly, in the Funds and, therefore, participate in investments made by the Funds in which they invest. Although the Adviser believes these investments serve to align the interests of the Adviser Personnel with those of the Funds, individuals’ and aggregate interests will vary Fund by Fund. The existence of these varying circumstances may present potential conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund, including an incentive to allocate 34 | P a g e particularly attractive investment opportunities to the Fund in which such personnel hold a greater interest. Conflicts Related to Purchases and Sales. As discussed above in “Other Strategies,” the Adviser or its affiliates has in the past and continues to pursue investment strategies that it believes are complementary to the business of the Adviser, including, but not limited to, debt financing investments (e.g., bank loan participations or assignments, bonds, mezzanine debt or similar investments). For purposes of this “Conflicts Related to Purchases and Sales” any such future pooled investment vehicles raised by the Adviser or its affiliates to pursue such other investment strategies are also referred to herein as the “Funds”. Funds from time to time invest in conjunction with an investment being made or sold by other Funds or Stockbridge Funds or in a transaction in which another Fund or Stockbridge Fund has already made an investment. Conflicts may arise in connection with such investments. Investment opportunities may be appropriate for Funds and/or Stockbridge Funds at the same, different or overlapping levels of a portfolio company’s capital structure. Conflicts may arise in determining the terms of investments, particularly if a Fund and a Stockbridge Fund were to invest in different types of securities in a single portfolio company. Questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring may raise conflicts of interest. In the event that another Fund or a Stockbridge Fund has a controlling or significantly influential position in a portfolio company, it will often have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling or influencing the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, the controlling Fund or Stockbridge Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a portfolio company. Such management and operational decisions may, at times, be in direct conflict with another Fund that has invested in the same portfolio company that does not have the same level of control or influence over the portfolio company. A Fund or a Stockbridge Fund may invest in bank debt and securities of companies in which the other holds securities, including equity securities, and their interests may be in conflict, particularly in circumstances where the underlying company is facing financial distress. The involvement of a Fund and a Stockbridge Fund at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, a Fund or a Stockbridge Fund may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Funds may or may not provide such additional capital, and if provided, each Fund will supply such additional capital in such amounts, if any, as determined by the Adviser. In addition, a conflict may arise in allocating an investment opportunity if the potential investment target could 35 | P a g e be acquired by either a Fund or a portfolio company of a Fund. Investments by more than one Fund or Stockbridge Fund in a portfolio company may also raise the risk of using resources of a Fund or Stockbridge Fund to support positions taken by another Fund or Stockbridge Fund, or that a client may remain passive in a situation in which it is entitled to vote (or may otherwise have been able to vote absent the investment by an affiliated person). Employees and related persons of the Adviser and Stockbridge have made and are expected to make in the future capital investments in or alongside certain Funds or Stockbridge Funds and, therefore, may have additional conflicting interests in connection with these investments. In addition, where more than one Fund or a Fund and a Stockbridge Fund invest in the same portfolio company, there can be no assurance that such parties will dispose of investments at the same time and on the same terms. For example, because the Adviser may have an incentive to show realized returns in connection with other fundraising activities (including fundraising for a successor fund), and because one Fund’s term may expire before the end of another Fund’s term, such Funds may dispose of the investment at different times. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Fund may realize different returns as compared to the same investment held by another Fund. These variations in timing may be detrimental to a Fund. At the same time, if the Adviser determines it is advisable for a Fund to exit an investment at the same time as another Fund of the Adviser or a Stockbridge Fund, the term of which may expire sooner than the former Fund’s, such Fund may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments.

The application of a Fund’s Governing Documents and the Adviser’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. From time to time the Adviser may, in its discretion, enter into transactions with investors in one or more Funds, co-investors, Adviser Investors or Third-Parties to dispose of all or a portion of certain investments held by one or more Funds. In exercising its discretion to select the purchaser(s) of such investments, the Adviser will comply with the requirements set forth in the Governing Documents of the applicable Fund(s), or to the extent not addressed in the Governing Documents of the applicable Fund(s), the Adviser typically considers some or all of the factors listed above under “Allocation of Investment Opportunities among Funds and Allocation of Coinvestment Opportunities.” The sales price for such transactions will be mutually agreed to by the Adviser and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by the Adviser. Although the Adviser is not obligated to solicit competitive bids for such sales transaction or to seek the highest available price, it will first determine that such transaction is in the best interests of the applicable Fund(s), taking into account the sales price and the other terms and conditions of the transaction. Any such transactions will comply with the Governing Documents of the applicable Fund(s). 36 | P a g e The Funds will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances the Funds will also enter into (a) limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity and (b) full guarantee arrangements where such Funds agree to close a transaction even if the debt financing for such transaction is not available or has not been funded. While certain coinvestment vehicles with investments contractually tied to the Fund (including coinvestment vehicles through which employees of the Adviser participate) are generally obligated to pay their proportionate share of the equity purchase price and/or the reverse termination fee (whether pursuant to the applicable Funds’ Governing Documents or otherwise), such coinvestment vehicles are generally not direct parties to the equity commitment arrangements or limited guarantees. Therefore, in the unlikely event that a coinvestment vehicle defaults on such arrangement, the Fund would be liable for the entire equity purchase price or reverse termination fee, or obligations, as applicable. The Funds, from time to time, coinvest with third parties through partnerships, joint ventures or other similar entities or arrangements. These investments may involve risks that would not otherwise be present in investments where a third party is not involved. Such risks include, among other things, the possibility that the third party may have differing economic or business goals than those of the Fund, or that the third party may be in a position to take actions that are inconsistent with the investment objectives of the Funds. There may also be instances where the Funds will be liable for the actions of such third-party coinvestors. There can be no assurance that the return of a Fund participating in a transaction with a third party would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Cross-Transactions. The Adviser has in the past and may in the future cause a Fund to purchase investments from or sell investments to another Fund or Stockbridge Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, the Adviser, Stockbridge and/or their professionals may (i) have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). The Adviser and Stockbridge receive management or other fees in connection with their management of the relevant Funds or Stockbridge Funds involved in such a transaction and may also be entitled to share in the investment profits of the relevant Funds or Stockbridge Funds. To address these conflicts of interest, in connection with effecting such transactions, the Adviser will follow the Investment Allocation Requirements of the relevant Funds. To the extent such matters are not addressed in the Investment Allocation Requirements, the Adviser will ensure that it (a) considers its respective duties to each Fund; (b) 37 | P a g e determines whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third party; and (c) determines whether a Fund’s Governing Documents (or other authority) require approval of the transaction’s terms and conditions by a Fund’s advisory committee. Principal Transactions. Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent prior to the settlement of any principal transaction. In connection with the Adviser’s management of the Funds, the Adviser and Stockbridge are permitted to engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In addition, the offering documents or Governing Documents of the Funds contain additional restrictions on the ability of the Funds or the Adviser to engage in principal transactions. Management of the Funds. The Adviser manages a number of Funds that typically have investment objectives similar to each other. The Adviser expects that it or its personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different from, those of the current Funds. Allocation of available investment opportunities between the Funds and any such investment fund could give rise to conflicts of interest. See “Allocation of Investment Opportunities among Funds and Allocation of Coinvestment Opportunities” above. The Adviser may give advice or take actions with respect to, the investments of one or more Fund that may not be given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, Funds with similar strategies will not hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Fund. These differences will result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that employees of the Adviser responsible for managing a particular Fund will have responsibilities with respect to other Funds managed by the Adviser (and, in the case of certain employees, with respect to Stockbridge Funds), including funds that may be raised in the future or to proprietary investments made by the Adviser and/or its principals. Conflicts of interest may arise in allocating time, services or functions of these employees. The Adviser may, from time to time, consider, and reject an investment opportunity on behalf of one Fund and, the Adviser or an affiliate of the Adviser, may subsequently determine to have another Fund, a future fund, or fund of the Adviser’s affiliate make an investment in the same company. A conflict of interest arises because one fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the 38 | P a g e original Fund considering the investment. In such circumstances, the benefitting fund or funds will generally not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. Access to Insider Information. As a result of participation by representatives of Stockbridge or the Adviser on boards of certain companies, and/or as a result of confidentiality agreements or non-disclosure agreements entered into by Stockbridge or the Adviser, the Funds may acquire confidential or material, non-public information or be restricted from initiating transactions in certain securities. The Funds will not be free to act upon any such information, which may serve to restrict a Fund in its investment activities. Due to these restrictions, the Funds may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Such possession of material, non-public information may create a conflict of interest involving (i) the duties and obligations of Stockbridge, the Adviser or their representatives to the companies on whose boards these representatives participate and (ii) a Fund’s ability to effect purchases and sales of the securities of such companies. Inadvertent trading on material, non-public information could have material adverse effects on the Adviser’s reputation, result in the imposition of regulatory or financial sanctions and, as a consequence, negatively impact the Adviser’s ability to perform its investment management services on behalf of the Funds. The Adviser maintains a Code of Ethics that limits its employees’ ability to engage in personal trading and allows the Adviser to monitor for such activity. In addition, the Adviser and Stockbridge receive and generate various kinds of company data and other information, including information related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics. This information may, in certain instances, include material, non-public information received or generated in connection with efforts on behalf of one Fund’s or a Stockbridge Fund’s investment (or prospective investment) in a portfolio company. As a result, the Adviser may be better able to anticipate macroeconomic and other trends, and otherwise develop investment strategies. The Adviser has in the past and is likely in the future to enter into agreements that limit the distribution and use of such data. Subject to the limitations of such agreements and applicable securities laws, the Adviser, its affiliates, or certain other Funds or the Stockbridge Funds may in the future use or benefit from this information without being required to compensate the Fund or Funds from which such information was obtained. In addition, the Adviser may have an incentive to pursue investments based on the data and information expected to be received or generated from such potential investment. The Adviser has in the past and is likely in the future to utilize such information, subject to contractual restrictions and applicable securities laws, to benefit the Adviser, its affiliates or certain Funds and Stockbridge Funds in a manner that may otherwise present a conflict of interest but does not intend to specifically disclose each of such conflicts to the relevant Funds. The Adviser and Stockbridge are considering, and may also enter into, formal or informal arrangements with portfolio investments to facilitate the sharing of data and/or data analytics. Subject to applicable legal, regulatory and contractual requirements, these information sharing arrangements are designed to allow the Adviser, Stockbridge, the Funds, the Funds’ portfolio 39 | P a g e companies, the Stockbridge Funds and the Stockbridge Funds’ investments to better discern economic or other trends and developments. If these initiatives are undertaken, the Adviser believes that all Funds will benefit from these arrangements in ways that would be impossible without the ability to aggregate data from across the Adviser’s and Stockbridge’s businesses and the Funds’ portfolio companies and the Stockbridge Funds’ investments. However, information sharing may involve conflicts of interest between the Funds, between the Funds and the Stockbridge Funds and/or between the Funds or Stockbridge Funds and the Adviser or Stockbridge. For example, data analytics based on inputs from one portfolio company may inform business decisions by other portfolio investments, or investment decisions by the Adviser and Stockbridge, without the source of the data being directly compensated. The Adviser and Stockbridge may utilize such data outside of Fund activities in a manner that may provide a benefit to the Adviser and/or Stockbridge, without directly compensating or otherwise benefiting the Funds. As a result, the Adviser may have an incentive to pursue investments (on its own behalf or on behalf of the Funds) based on the data that may be accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits the Adviser and/or investments held by other Funds. Fee Structure. Because the calculation of the Advisory Fee to be paid by a Fund to the Adviser is at certain times in a Fund’s life based on aggregate commitments funded in respect of investments that have not been subject to a disposition or written off, this fee structure creates the potential incentive to deploy capital when the Adviser may not otherwise have deployed capital. Additionally, as discussed above in Item 6, the general partners of the Funds are entitled to Carried Interest under the terms of the Governing Documents of such Funds. Such general partners are affiliates of the Adviser. The existence of the general partners’ Carried Interest creates the potential incentive for the general partners to cause such Funds to make more speculative investments than they would otherwise make in the absence of performance-based compensation. However, the investment made by the Adviser or its affiliates in a Fund, the clawback obligation of the general partner (as described below) and the fact that the preferred return is calculated on a cumulative basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of the Adviser’s personnel. Additionally, the 2017 enactment of the Tax Act provides, among other things, that if certain holding period requirements are not met, carried interest and performance-based income will be subject to higher rates of U.S. federal income tax than was the case under prior law. This new holding period requirement could affect investment decisions, including with respect to decisions on the timing and structure of dispositions. For example, the Tax Act gives the general partner an incentive to cause the Fund to hold an investment for longer than three years in order for the general partner to obtain a preferential tax rate on income allocated with respect to carried interest, even if there are attractive realization opportunities prior to that time. In resolving such conflicts, the general partner may take into account its and its affiliates’ tax positions, including positions precipitated by the Tax Act, and there is no assurance that Fund returns will not be adversely affected relative to what returns would have been absent such considerations. 40 | P a g e Pursuant to the Governing Documents, a general partner may be required to return excess amounts of Carried Interest as a “clawback”. This clawback obligation creates an incentive for a general partner to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a clawback situation for a general partner. The general partner may elect to receive its Carried Interest in the form of an in-kind distribution of securities of a portfolio company, including for purposes of permitting one or more general partner personnel to donate such securities to charity (which may include private foundations, funds or other charities so chosen by such personnel). Any tax efficiencies to such general partner personnel associated with this form of charitable giving may impact the general partner’s incentives with respect to its Carried Interest and therefore, the general partner may have a conflict of interest in making decisions on behalf of the Funds (including, for instance, the timing or manner of disposition of investments). In addition, the general partner is incentivized to continue to hold investments that have poor prospects for improvement in order to receive ongoing Advisory Fees in the interim and, potentially, a more likely or larger Carried Interest distribution if such asset’s value appreciates in the future. This incentive is increased by the presence of the clawback obligation of the general partner. The Governing Documents of certain Funds permit the general partner of each such Fund to cause such Fund to distribute such general partner’s share of securities resulting from an investment disposition by such Fund to such general partner or its affiliates (including managing directors and employees) in kind, while disposing of limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to the limited partners. This ability creates conflicts of interest between the general partner and the limited partners of the applicable Fund. The general partners are particularly incentivized to receive distributions in- kind of securities that it expects to increase in value, and in cases where the increase occurs, if the limited partners received cash distributions instead of in-kind distributions, the limited partners will be denied the benefits of that increase had the Fund retained the securities, and the general partner will receive more value from the securities than it would have had its carried interest been paid in cash. Furthermore, the general partner, or its affiliates, may receive distributions in kind from an investment disposition. In the event the general partner, or its affiliates, receives such a distribution, the general partner will generally act in its own interest with respect to its share of securities and may determine to sell the distributed securities (which may include selling its securities prior to the time at which the investor sells its distributed securities), or hold on to the distributed securities for such time as the general partner shall determine. The ability of the general partner to act in its own interest with respect to such distributed shares creates a conflict of interest between the general partner or affiliate, as an adviser to the Fund, and the Fund. Fund Level Borrowing. The Funds from time-to-time borrow funds or enter into other financing arrangements for various reasons (e.g., to fund an investment prior to receiving capital contributions from a Fund’s investors). A Fund’s use of borrowed funds will affect the 41 | P a g e calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without fund-level borrowing, as these calculations generally depend on the amount and timing of capital contributions. It is expected that the interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Fund. please register to get more info

The Funds invest primarily in private equity investments; however, certain of the Funds are currently invested in publicly traded securities, and the Adviser anticipates that investments in publicly traded securities will occur from time to time in the future (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, going-private transactions, significant holdings in public 52 | P a g e companies where a Fund may obtain or seek to obtain significant influence, etc.). To meet its fiduciary duties to the Funds, the Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding and selling publicly traded securities.
Selection of Broker-Dealers
For each of the Funds, the Adviser has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser’s Best Execution Committee takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Adviser’s Best Execution Committee, in consultation with the Adviser’s Compliance Committee and Stockbridge’s Best Execution Committee, periodically monitors broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. To the extent consistent with achieving best execution, the Adviser may also consider the quality of other business a particular broker or dealer may have done with the Adviser, such as identifying investment opportunities, performing investment banking services and providing services to the Adviser’s principals. The Adviser may “pay up” (e.g., pay a higher commission to execute a trade than the lowest available negotiated commission) using a portion of a broker- dealer’s brokerage commission (i.e., soft dollars) for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. A broker-dealer providing such brokerage and research services may receive a commission that is in excess of the amount of commission another broker-dealer would have received for effecting that transaction, provided the Adviser determines in good faith that such commission was reasonable in relation to the value of the research and brokerage services provided by the broker-dealer. Any such research service may be broadly useful and of value to the Adviser in 53 | P a g e rendering investment advice to all or a significant portion of the Funds, or may be relevant and useful for the management of one or only a few Funds’ accounts, regardless of whether such account or accounts paid commissions to the broker-dealer through which the research service was provided. The Adviser will only make securities transactions that it in good faith believes are in the best interests of a Fund. A conflict of interest may exist when a broker-dealer provides such research services, however, as the Adviser will have an incentive to favor such broker- dealer over others that may charge lower commissions.
Aggregation of Orders
The Adviser or Stockbridge may aggregate (or bunch) the orders of more than one Fund (and Stockbridge Fund) for the purchase or sale of the same publicly traded security, and shared personnel of the Adviser and Stockbridge from time to time execute trades on behalf of the Funds, whether or not the Stockbridge Funds are participating in the trade. The Adviser often employs this practice because larger transactions may enable it to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser may combine orders on behalf of Funds with orders for other Funds (and Stockbridge Funds) for which it or Stockbridge has trading authority, or in which it or Stockbridge has an economic interest. In such cases, the Adviser may aggregate trade orders for publicly traded securities so that each participating Fund (and Stockbridge Fund) will receive the average price for each execution of a transaction. There may, however, be instances in which trade aggregation could result in a less favorable transaction than a particular Fund would have obtained by trading separately. Similarly, when orders are not bunched, there may be circumstances when purchases or sales of portfolio securities for one or more Funds will have an adverse effect on other Funds. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above. please register to get more info

Oversight and Monitoring
The investment portfolios of the Funds are generally private, illiquid and long-term in nature, and accordingly, the Adviser’s review of them is not directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies. The Adviser’s involvement typically includes regular communication with management (e.g., weekly “flash” reports, monthly reviews, quarterly board meetings and annual budgeting sessions), participation in strategic planning sessions and industry trade shows, and frequent, informal conversations and meetings. In addition, the Adviser has created a team of individuals to provide regular oversight over and involvement in portfolio company development. 54 | P a g e The Adviser undertakes an annual planning process during which it evaluates the Funds’ investment strategies and the financial and human resources needed to execute those strategies. The process includes planning sessions of the Adviser's Managing Directors at which key topics for the coming year are discussed. The full investment staff then meets to review the macroeconomic environment, assess the Adviser's performance against its annual objectives and discuss new objectives for the coming year. Shortly thereafter, the Adviser's Managing Directors finalize priorities and targets for the coming year and consider longer term trends affecting the Adviser's business.
Reporting
Within 60-90 days following the consummation of each Fund investment in a portfolio company, the Adviser prepares and delivers to each investor in such Fund a description of such investment and the portfolio company in which it was made. Within 45 days after the end of each calendar quarter (other than a fiscal year-end), the Adviser typically prepares and delivers to each applicable Fund investor quarterly financial statements, including fair value of the Fund’s investments. After the end of each fiscal year, the Adviser causes an audit of the financial statements of each Fund to be made by an independent public accountant of nationally recognized status. A copy of such audit is delivered to each such investor, generally within 90 days (but in no event later than 120 days) after the end of each of such Fund’s fiscal year and includes a report on the Fund’s activities during the year prepared by the relevant Fund’s general partner, the Fund’s general partner’s good faith estimate of the fair value of the Fund’s investments as of the end of such year and a statement showing the balances in each investor’s capital account as of the end of such year. The Adviser may from time to time, in its sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as it deems appropriate. please register to get more info

For details regarding economic benefits provided to the Adviser by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, the Adviser, Stockbridge and their employees and related persons, in certain instances, receive discounts on products and services provided by portfolio companies (including former portfolio companies) of Funds and/or the customers or suppliers of such portfolio companies. please register to get more info

Item 15 is not applicable to the Adviser. please register to get more info

The Adviser provides investment advice directly to each Fund pursuant to written Advisory Agreements with such Fund (subject to the discretion and control of the general partner of each Fund, if applicable) and not individually to the investors in the Funds. Services are provided to 55 | P a g e the Funds in accordance with the Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. please register to get more info

The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consent with respect to securities owned by the Funds (“Votes”). The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the relevant Advisory Agreements or comparable documents, and all other relevant facts and circumstances the Adviser determines to be appropriate at the time of the Vote. The Adviser does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Adviser’s CCO, General Counsel or the relevant Adviser investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All voting decisions initially are referred to the Adviser’s CCO or appropriate investment professional for a voting decision. In most cases, the CCO or investment professional covering the particular investment will make the decision as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. If the investment professional is making the voting decision, the investment professional will inform the CCO of any such voting decision, and if the CCO does not object to such decision as a result of his or her conflict of interest review, the Vote will be voted in such manner. If at any time any investment professional becomes aware of any potential or actual conflict of interest or perceived conflict of interest regarding any particular Vote, he or she is required to contact the Adviser’s CCO or General Counsel. If any investment professional is pressured or lobbied either from within or outside the Adviser with respect to any particular voting decision, he or she is required to contact the Adviser’s General Counsel. If the investment professional and the CCO are unable to arrive at an agreement as to how to vote, then the CCO may consult as to the appropriate Vote with the Adviser’s Compliance Committee, which will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. The Adviser’s CCO has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by the Adviser’s CCO and/or General Counsel in accordance with the 56 | P a g e Adviser’s Voting Policies and Procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote and/or Stockbridge or the Stockbridge Funds have an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The Adviser’s CCO and/or General Counsel will use his, her or their best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his, her or their independent assessment of the best interests of the Funds and in accordance with the Funds’ and the Adviser’s contractual obligations. Where the Adviser’s General Counsel or Compliance Committee deems appropriate in his, her or its sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Adviser’s General Counsel or Compliance Committee have the power to retain independent fiduciaries, consultants or professionals to assist with voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client upon written request to: Compliance@berkshirepartners.com. please register to get more info

There is no financial condition that is reasonably likely to impair the Adviser’s ability to meet contractual commitments to clients. Further, the Adviser has not been the subject of a bankruptcy petition at any time during the past ten years.
Item 19. Requirements for State-Registered Advisers
Item 19 is not applicable to the Adviser. please register to get more info