For purposes of this brochure, the “Adviser” means GI Manager L.P., a Delaware limited partnership, together (where the context permits) with its relying advisers and other affiliates that provide advisory services to and/or receive advisory fees from the Clients (as defined below). Such affiliates are generally under common control with GI Manager L.P., and possess a substantial identity of personnel and/or equity owners with GI Manager L.P. These affiliates are typically formed for tax, regulatory, or other purposes in connection with the organization of the Clients, or to serve as general partners or managers, as applicable, of the Clients (the “General Partners”). The Adviser independently provides investment advice to certain other Funds pursuant to Advisory Agreements (as defined below).

The Adviser provides investment advisory services to commingled investment vehicles (collectively with any such investment vehicles formed in the future, the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds primarily make long-term private equity and equity-related investments in private companies, including but not limited to leveraged buyout acquisitions and recapitalizations, and investments in debt instruments. With respect to GI Partners Fund IV L.P. and its parallel investment vehicles (“Fund IV”) and GI Partners Fund V LP and its parallel investment vehicles (“Fund V”), such Funds’ investment strategy focuses on investing in middle- market operating companies primarily in North America.

The Adviser also provides investment advisory services to certain other private funds with affiliated investor(s), and in each case a single unaffiliated investor, that collectively make primarily long-term real estate and real-estate related securities investments in North America (the “RE Separate Account Clients”) and to one or more certain other private funds with affiliated investor(s), and in each case a single unaffiliated investor, that collectively make private equity co-investments alongside the Funds (the “PE Separate Account Clients” and, together with the RE Separate Account Clients, the “Separate Account Clients”). The Funds and the Separate Account Clients are referred to together as the “Clients.” The Clients are “Qualified Purchasers” as defined in the 1940 Act.

The Adviser’s advisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Clients, managing and monitoring the performance of such investments, and disposing of such investments. With respect to certain Separate Account Clients, such services are provided on a non-discretionary basis. The Adviser typically serves as the investment adviser, the subadviser, and/or General Partner to the Clients in order to provide such services, or provides employees to an affiliate to provide such services. The Adviser and its respective affiliates provide investment advisory services to the Clients in accordance with the limited partnership agreement (or analogous organizational document) of such Client and/or separate investment and advisory, subadvisory, investment management, or management agreements (each, an “Advisory Agreement”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable General Partner, and not individually to the investors in the Funds. Certain investors in a Fund have opt-out rights with respect to certain investments. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or organizational documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the organizational documents of the applicable Fund, the Advisory Agreements, and/or side letter agreements negotiated with investors in the applicable Fund (such documents collectively, a “Fund’s Organizational Documents”).

The terms of the advisory services (including discretionary and non-discretionary investment advisory services) provided by the Adviser to a Separate Account Client, including any restrictions on investments in certain types of securities, are the result of negotiations between the Adviser and such Separate Account Client (or its unaffiliated investor) and are set forth in the organizational documents of the applicable Separate Account Client, the Advisory Agreements, and/or side letter agreements negotiated with such Separate Account Client (such documents together with the Funds’ Organizational Documents, the “Organizational Documents”).

The principal owners of GI Manager L.P. are listed in Schedule A of the Adviser’s Form ADV Part 1A. The Adviser has been in business since 2005 and its predecessor companies have been in business since 2001. As of December 31, 2018, the Adviser manages a total of $15,337,681,595 of client assets, $13,384,4576,630 of which is managed on a discretionary basis and $1,953,223,965 of which is managed on a non-discretionary basis. please register to get more info

The Adviser or an affiliate generally receives Advisory Fees and Carried Interest (each as defined below) or similar performance-based remuneration from a Client. A Fund, and/or its portfolio companies may, from time to time make other payments to the Adviser or an affiliate for services provided to the portfolio companies which, in certain circumstances, may reduce the Advisory Fees payable to the Adviser. In addition, with respect to Fund IV, fees paid to certain Operations Support Providers (as defined below) that are employees of the Adviser or its affiliates, for services such persons provide to the portfolio companies are not shared with the investors and do not reduce the Advisory Fee payable to the Adviser. More information about fees payable to Operations Support Providers may be found in Item 11 below.

Additionally, consistent with the Organizational Documents of a Client, such Client typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Client and/or the portfolio companies. Further details about certain common fees and expenses are set forth below.
Advisory Fees
As compensation for investment advisory services rendered to certain Funds, the Adviser directly or indirectly receives from each such Fund an advisory fee. As compensation for investment advisory services rendered to certain Separate Account Clients, the Adviser receives directly or indirectly from each such Separate Account Client an advisory fee (together with the advisory fee received from each Fund, each, an “Advisory Fee”). Advisory Fees are typically calculated based on committed capital, remaining invested capital, or net asset value, with respect to such Client. Advisory Fees paid by a Client are indirectly borne by investors in such Client. Advisory Fees in respect of the Funds are payable quarterly in advance. Advisory Fees in respect of a Separate Account Client are payable in accordance with the terms of the Organizational Documents of such Separate Account Client. Upon termination of an Advisory Agreement or other advisory arrangements, Advisory Fees that have been prepaid are generally returned on a prorated basis.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Client are established by the Adviser in negotiation with investors in the applicable Client and are set forth in such Client’s Organizational Documents and/or other documentation received by each investor prior to investment in such Client. The Advisory Fees described above are generally subject to waiver, modification, or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Client. The Advisory Fee structures described above may be modified from time to time. Advisory fees differ from one Client to another, as well as among investors in the same Fund. Such differences can arise from the size of investor commitments to a Fund, different investor classes, provisions of side letter agreements, or other negotiated terms.

The Advisory Fees paid by a Fund will generally be reduced by a percentage of (1) the amount of fees paid by such Fund to entities or persons acting as a placement agent in connection with the offer and sale of interests in such Fund to certain potential investors, (2) in certain Funds, by costs incurred by the Adviser in connection with the organization of such Fund that exceed a limit specified in such Fund’s Organizational Documents, and (3) if applicable, Transaction Fees (as defined below). In addition, as per the provisions of the various Advisory Agreements, the Adviser will from time to time waive, defer, or reduce all or a portion of the Advisory Fee payable by a Fund in full or partial satisfaction of any obligation of the Adviser and certain employees and affiliates of the Adviser to invest in and alongside such Fund, which could result in acceleration of investor capital contributions. Waived, deferred, or reduced Advisory Fees are not typically subject to the various offsets or reductions described above. Due to waived, deferred, or reduced Advisory Fees and/or the timing of receipt of fees subject to offsets, Fund investors could receive less than the full benefit of reductions or offsets.

Transaction Fees
Fees Payable by Portfolio Companies The Adviser and its affiliates may, from time to time, perform management, advisory, transaction related, financial advisory, board director, and other services for certain portfolio companies, including in connection with mergers, acquisitions, add-on acquisitions, refinancings, restructurings, organizations and financings, public offerings, sales, terminations, divestments and similar transactions, and unconsummated transactions (the “Related Services”). While the Adviser or its affiliates do not currently charge, and do not anticipate charging fees for the Related Services (such fees, “Transaction Fees”), in the event the Adviser or its affiliate decides to charge Transaction Fees, these Transaction Fees may be substantial and are typically paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto), or otherwise. In the event the Adviser receives Transaction Fees, the Adviser will often reduce the amount of the Advisory Fees payable to the Adviser by the applicable Client in connection with the receipt of such fees. The amount and manner of such reduction is set forth in the Organizational Documents of the applicable Fund. Any such reduction of a Fund’s Advisory Fees is typically limited to the extent of such Fund’s proportionate interest in any such portfolio company and only to the extent an Advisory Fee is payable by a Fund currently or in the future.

The Adviser generally has discretion over whether to charge a Transaction Fee and, if so, the fee rate or amount. Subject to the terms of the relevant Organizational Documents, a portion of all Transaction Fees received may be retained by the Adviser or one or more of its affiliates, and, other than reductions to Advisory Fees, may not be shared with any investor of any Fund.

The Adviser’s receipt of Transaction Fees may give rise to conflicts of interest between the Funds on one hand, and the Adviser and its affiliates, on the other hand. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see please register to get more info

The Adviser and its affiliates also engage and retain operating advisers, senior advisors, advisers, consultants, and other similar professionals who are not employees or affiliates of the Adviser and who, from time to time, receive payments or other compensation (including participation in securities of a portfolio company) from portfolio companies and/or other entities. Such amounts will not be deemed paid to or received by the Adviser and its affiliates and such amounts will not be subject to the sharing arrangements described. In addition, Fund IV or one or more of its portfolio companies may pay the Adviser or its affiliates (and reimburse expenses) for the provision of consulting, legal, and human resources services to Fund IV or its portfolio companies. Such amounts paid to (or reimbursed to) the Adviser or its affiliates also will not be subject to the sharing arrangements described above. For a discussion of material conflicts of interest created by such engagements, please see “Operations Support Providers” in Item 11 below. Expense Reimbursement

A portfolio company will typically reimburse the Adviser for expenses (including without limitation conference attendance expenses, database subscriptions, and other expenses, including compensation or reimbursements of Operations Support Providers (as defined in Item 11 below) deemed by the Adviser to benefit such portfolio company, meals and entertainment (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with portfolio company management, customers, clients, borrowers, brokers, and service providers), and travel expenses, which have included, and may in the future include, expenses for “black car” or other private ground transportation or chartered or first class air travel, lodging, and accommodations), expenses relating to training programs, meetings, or other events (to the extent such programs, meetings, or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting, and relocation expenses), as well as consulting and other cash and non-cash compensation and expenses incurred by the Adviser in connection with its performance of services for such portfolio company; such reimbursed expenses are generally not included in the definition of Transaction Fees under the terms of the applicable Organizational Documents, and such reimbursements are not subject to the sharing arrangements described above.
Affiliated Service Provider Fees and Expenses

Subject to the Client’s Organizational Documents, affiliates of the Adviser (including employees of the Adviser) may be hired to provide ongoing property management, leasing, construction, development, and other services in connection with real estate investments (the “Property- Related Services”). Additionally, affiliated service providers (including affiliated property managers) may be reimbursed for certain expenses and costs incurred in connection with the provision of Property-Related Services, including the salaries and travel expenses of the applicable employees, which may be substantial. Any such fees and reimbursements paid by a Client or a portfolio company to such affiliated service provider are in addition to the Advisory Fee and Carried Interest received by the Adviser or its affiliates, and such fees and reimbursements will not be shared with such Client, will be in addition to, and will not offset the Advisory Fee.

For additional information regarding payments made to affiliated service providers and the conflicts arising from such arrangements, please see Item 11 below.

Expenses

Adviser Expenses

To the extent provided for in the Organizational Documents of the Clients, the Adviser will pay out of Advisory Fee income certain operating, administrative, and overhead expenses, including the costs and expenses of rent, facilities, utilities, office supplies, office equipment, entertainment, and all other ordinary operating expenses of the Adviser, including compensation of its partners and employees (other than Carried Interest described in Item 6 below), and other routine administrative expenses relating to the investment advisory services and facilities provided by the Adviser to the Clients.

Client Expenses Consistent with the Funds’ Organizational Documents, each Fund will bear all other reasonable out-of-pocket expenses relating to it to the extent not borne by its portfolio companies, including legal, accounting, audit, investment banking, consulting (including but not limited to consulting fees incurred by the applicable Fund for the benefit of its portfolio company, and including consultants performing investment initiatives or providing services related to environmental, social, and governance investment considerations and policies, and other similar consultants), communications, marketing, publicity, indemnification, brokerage, sale, depositary (including depositaries appointed pursuant to the Alternative Investment Fund Managers Directive), trustee, record keeping, expenses incurred in connection with the meetings of or with any limited partner(s) or the advisory board, fees paid to third-party valuation agents for valuations, appraisals, or pricing services, administration (including fees and expenses associated with any third-party administrator and administration, tracking, or reporting software), research and other information, reports, third party diligence software and service providers, third-party experts, finders, underwriting (including both commissions and discounts), loan administrations, private placement fees, custody, filing, title, transfer, registration, advisory board, information technology system expenses (including the costs of developing, licensing, implementing, upgrading, and maintaining any web portal, extranet tools, computer software, and other technological systems for the benefit of a Fund, its investors, or a portfolio investment or potential investment), bridge financing expenses (which may be payable to another Fund co- investing in the bridge transaction or to the Adviser or an affiliate, in each case being the entity providing the bridge financing to the applicable Fund), financing, commitment, origination, and similar fees and expenses, expenses of loan servicers and similar service providers, directors and officers liability, errors and omissions liability, crime coverage, and general partnership liability premiums and other insurance and regulatory expenses, including any costs and expenses related to any retention or deductibles, and including insurance of which the Adviser and its affiliates are beneficiaries, interest, taxes, expenses related to attending trade association meetings, conferences, or similar meetings in connection with the evaluation of investment opportunities or business sector opportunities (including the evaluation of potential investments, regardless of whether such investment is ultimately consummated), expenses in connection with protecting the confidential or non-public nature of any information or data, certain advisory board expenses (including set-up costs, speaker fees, honorarium, dining, entertainment and travel expenses), reverse breakup, termination, wind up, or dissolution fees, risk management assessment expenses, expenses associated with a Fund’s compliance with applicable laws and regulations, expenses incurred in connection with complying with provisions in investor side letter agreements, such Fund’s allocable share of expenses and fees incurred in the course of structuring, organizing, negotiating, consummating, financing, refinancing, diligencing (including any subscriptions to periodicals or other databases), acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving, or otherwise disposing of actual and potential investments (including follow-on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction, or other fees and expenses payable to attorneys, accountants, tax professionals, investment bankers, lenders, third party diligence software and service providers, consultants, and similar professionals in connection therewith, and any fees and expenses related to transactions that may have been offered to co- investors), whether or not any contemplated transaction or project is consummated (including expenses that would have been borne by co-investment vehicles) and whether or not such activities were successful, any travel, lodging, meals, or entertainment expenses relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities, costs of complying with any law, regulation, or policy related to the activities of a Fund (including any legal fees and expenses related thereto, any regulatory expenses of a Fund’s general partner or the Adviser incurred in connection with the operation of a Fund, and expenses related to compliance with any environmental, social, and governance investor considerations and policies of the General Partner or the Fund, costs in connection with any litigation or governmental inquiry, investigation, or proceeding involving a Fund, including any costs and expenses of discovery related thereto, and the amount of any judgments, settlements, or fines paid in connection therewith, expenses associated with amendments to, and waivers, consents or approvals pursuant to, a Fund’s Organizational Documents, organizational expenses associated with a Fund, and other similar fees and expenses, as well as any Transaction Fees, or expenses incurred by the Adviser or such Fund in connection with such Fund’s operations that are not specifically set forth above as being paid by the Adviser. From time to time, with respect to certain Clients, the Adviser may create 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 Adviser creates an SPV, consistent with the Client’s Organizational Documents, the SPV, and indirectly, the investors thereof, 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 Client but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Client (including, without limitation, expenses of accounting and tax services) will be borne by the Client.

In certain cases, one or more co-investment vehicles or other similar vehicle established to facilitate investments alongside a Fund will be formed in connection with the consummation of a transaction. In the event a co-investment vehicle is created, the investors in such co-investment vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle. The co-investment vehicle will generally bear its pro rata portion of expenses incurred in the making an investment.

If a proposed transaction is not consummated, no such co-investment vehicle generally will have been formed, and the full amount of any expenses relating to such proposed but not consummated transaction (“Dead Deal Costs”) therefore would generally be borne by the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction (including reverse termination fees, extraordinary expenses such as litigation costs and judgments, and other expenses). In addition, if a proposed transaction is not consummated and a co-investment vehicle has been formed for the purpose of making an investment in such proposed transaction (or co-investors have otherwise committed to invest in the proposed transactions), some or all of the Dead Deal Costs may be borne solely by the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction, but not to the co-investment vehicle or other co-investor to which the co-investment opportunity was offered. Similarly, co-investment vehicles are not typically allocated any share of break-up fees paid in connection with such an unconsummated transaction. Furthermore, to the extent a co-investment vehicle is formed in connection with a proposed transaction, expenses relating to such co-investment vehicle may, in certain situations, be borne by another Fund or Funds, regardless of whether such proposed transaction is consummated. Dead Deal Costs may include, among other things, legal, accounting advisory, consulting, or other third-party expenses (including amounts payable to Operations Support Partners (as defined in Item 11 below) and other third parties), any travel and travel-related and accommodation expenses, all 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 or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. Separate Account Clients generally bear similar expenses, depending on the terms of the Organizational Documents negotiated with each applicable Separate Account Client, and such terms will differ from the Funds. Furthermore, PE Separate Account Clients co-invest alongside the Funds. To the extent provided in the Organizational Documents negotiated with each such PE Separate Account Client, the investors in the PE Separate Account Client will typically bear their pro rata portion of the expenses incurred in making an investment (which may include, for the PE Separate Account Clients, in some but not all circumstances, Dead Deal Costs and break- up fees, generally in the event they are contractually committed to invest in the prospective investment).

The Adviser, from time to time, enters into arrangements with third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities, for which such advisers and consultants are paid compensation or other fees. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Fund(s) and/or portfolio companies, consistent with the allocation process described above.
Carried Interest Payments

Please see Item 6 below regarding Carried Interest paid by Clients.
Brokerage Fees
In the event that the Adviser chooses to use a broker-dealer for limited purposes relating to a particular Client, such Client will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

Item 6. Performance-Based Fees and Side-By-Side Management With respect to certain Clients, a portion of the profits of each such Client, as per the provisions of the respective Organizational Documents, is earned and distributed to its General Partner or an affiliate as “carried interest” (the “Carried Interest”) upon meeting certain performance goals. Each General Partner of a Client is a related person of the Adviser. Carried Interest paid by a Client is indirectly borne by investors in such Client. The rate of Carried Interest and related performance goals will differ among various Funds and Separate Account Clients. Certain investors in the Clients also incur lower or no Carried Interest. The payment by some, but not all, Clients of Carried Interest or the payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Client) creates a conflict of interest for the Adviser to disproportionately allocate time, services, or functions to Clients paying Carried Interest or Clients paying Carried Interest at a higher rate, or to allocate investment opportunities to such Clients. Generally, and except as otherwise set forth in the Organizational Documents of the Clients, this conflict is mitigated by (i) certain limitations on the timing or the ability of the Adviser to establish new funds and/or (ii) contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 11 below for additional information relating to how conflicts of interests regarding allocations are generally addressed by the Adviser.
Item 7. Types of Clients
The Adviser currently provides investment advisory services to the Clients. Investment advice is provided directly to the Clients (subject to the direction and control of the General Partner of each such Client or, in the case of certain Separate Account Clients, the unaffiliated investor in such Separate Account Client, if applicable) and not individually to investors in such Client.

Interests in the Clients are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act.

The Adviser does not have a minimum size for a Client but minimum investment commitments are typically established for investors in the Clients. The General Partner of each Client may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Client.

Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss
Methods of Analysis and Investment Strategies
Fund Investment Strategy

The Adviser’s Fund private equity investment strategy is focused on investments in middle- market operating businesses that provide both solid downside protection and growth opportunities, which can be achieved through significant value creation primarily through operational improvement.

The Adviser’s investment activities are focused on sectors in which it has developed extensive expertise, and which are differentiated by their sector growth and cyclical characteristics. These sectors include, but are not limited to, IT infrastructure, healthcare, software, and services. Within these sectors, the Adviser believes it has the experience to recognize underappreciated value, structure transactions that capture this value, and implement various initiatives to create long-term growth.

Fund IV and Fund V focus on private equity investing in middle-market operating companies, primarily in North America. Investment Strategy of PE Separate Account Client(s) The investment strategy of the Adviser’s PE Separate Account Client(s) consists of making co- investments alongside certain Funds in the discretion of the General Partner of such PE Separate Account Client. The PE Separate Account Clients will, subject to any applicable tax, legal, and regulatory constraints, generally make investments at the same time and on the same terms and conditions as the Fund alongside which it co-invests. RE Separate Account Investment Strategy The Adviser has a distinct real estate focused investment strategy for each of its RE Separate Account Clients. These mandates span a number of property types and investment strategies, including an industrial and logistics platform, and a residential and mixed-use development platform.

The Adviser deploys a rigorous set of criteria in its investment and asset management approach across all of these investment platforms with a particular focus on risk management.
Risks
Investing in securities involves a substantial degree of risk. A Client may lose all or a substantial portion of its investments, and investors in the Clients must be prepared to bear the risk of a complete loss of their investments.

In addition, 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 Clients, include the following:

Recent Financial Market Fluctuations. In recent years, U.S. and global financial markets and the broader 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 Clients and may affect the Clients’ ability to make investments and the value of the investments held by the Clients. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Clients’ investments. The public securities markets have seen increased volatility and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by the tightening of the credit markets and the ongoing financial turmoil. It is unclear what the repercussions of this market turmoil may be. Moreover, it remains unknown whether governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) will have a positive or negative effect on market conditions. There can be no assurance that the market will, in the future, become more liquid than it is at present, and it may well continue to be volatile for the foreseeable future. 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. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy, and there can be no assurance, particularly given the recent volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that Clients 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 Client to sell these securities when the Adviser believes it is most advantageous to do so, or without adversely affecting the stock price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Clients to buy, sell, and partially dispose of their portfolio company investments. The Clients may be adversely affected to the extent that they seek to dispose of any of their portfolio investments into an illiquid or volatile market, and a Client may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be accurately predicted, and there can be no assurances that conditions in the financial markets will not worsen or adversely affect one or more Fund’s portfolio companies. The ability of portfolio companies to refinance debt securities depends on their ability to sell new securities in the public high yield debt market or otherwise.

Valuation of Assets. There is no actively traded market for most of the securities owned by the Clients. When estimating fair value, the Adviser will apply a methodology based on its best judgment that is appropriate in light of the nature, facts, and circumstances of the investments. Valuations are subject to multiple levels of review for approval, and ensuring that portfolio investments are fairly valued is an important focus of the Adviser. 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 may ultimately be sold. Third-party pricing information may at times not be available regarding certain of a Client’s assets. With respect to the Clients, the exercise of discretion in valuation by the Adviser will give rise to conflicts of interest, because valuations impact the Adviser’s track record. In addition, a conflict arises because the calculation of performance allocation for certain Clients is based, in part, on these valuations, and such valuations affect the amount and timing of performance fees and, with respect to RE Separate Account Clients, calculation of Advisory Fees.

Cybersecurity Risk. The Adviser, the Clients’ service providers, and other market participants
increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Clients and their investors, despite the efforts of the Adviser and the Clients’ 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 the Client and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of the Adviser, the Clients’ service providers, counterparties, or data within these systems. Third parties may 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 Clients’ 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 Client, the Adviser, or their service providers to incur regulatory penalties, reputational damage, additional compliance costs, 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, identity theft, unauthorized use of proprietary information, adverse investor reaction, or litigation. 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”). While additional guidance on the Tax Act is expected, the timing, scope, and content of such guidance are not known. Changes to the Code made by the Tax Act and any further changes in tax laws or interpretation of such laws may be adverse to the Funds and their limited partners. In addition, although not free from doubt, the Tax Act subjects allocations of income and gain in respect of entitlements to carried interest and gain on the sales of profits interests in certain partnerships realized in taxable years beginning after December 31, 2017 to higher rates of U.S. federal income tax than under prior law in certain circumstances. Significant uncertainties remain regarding the application of the provisions of the Tax Act that affect the taxation of carried interest. Enactment of this legislation could cause the Adviser’s investment professionals to incur a material increase in their tax liability with respect to their entitlement to carried interest. This might make it more difficult for the Adviser to incentivize, attract, and retain these professionals, which may have an adverse effect on the Adviser’s ability to achieve the investment objectives of the Clients. In addition, this can create a conflict of interest as the tax position of the Adviser may differ from the tax positions of the Clients and/or their investors and, therefore, these rules may have an additional impact on the investment decisions made by the Clients, including with respect to decisions on the timing and structure of dispositions and whether to pursue other realization events during the holding period of an investment such as non-liquidating distributions. For example, the tax law may give the Adviser an incentive to cause a Client to hold an investment for longer than three years in order to obtain lower tax rates on carried interest gains even if there are attractive realization opportunities earlier than three years.

Business Risks. The Clients’ investment portfolio will consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses.

Investment in Junior Securities. The securities in which the Clients will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there may not be sufficient collateral to cover a Clients’ investment in the event of a portfolio company default on its credit agreements.

Concentration of Investments. The Clients will participate in a limited number of investments and may seek to make several investments in one industry or one industry segment. As a result, the Clients’ investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital called for investments is less than the targeted amount, the Clients may invest in fewer portfolio companies and thus be less diversified. Real Estate Investment Risks. Investments related to real property are subject to varying degrees of risk. Real estate values are affected by a number of factors, including but not limited to: (a) changes in the general economic climate, (b) local conditions (such as an oversupply of space or a reduction in demand for space), (c) the quality and philosophy of management, (d) competition based on rental rates, (e) attractiveness and location of the properties, (f) financial condition of tenants, buyers, and sellers of properties, (g) quality of maintenance, insurance, and management services, (h) changes in real estate tax rates and other operating costs and expenses, (i) energy and supply shortages, (j) changes in interest rates and the availability of debt financing, (k) uninsured losses or delays from casualties or condemnation, (l) government regulations (including those governing usage, improvements, zoning, and taxes) and fiscal policies, (m) potential liability under changing environmental and other laws, (n) risks and operating problems arising out of the presence of certain construction materials, (o) structural or property level latent defects, and (p) acts of God, acts of war (declared or undeclared), terrorist acts, strikes, and other factors beyond the control of a General Partner and their respective affiliates. Investments in existing entities (e.g., buying out a distressed partner or acquiring an interest in an entity that owns real property) could also create risks of successor liability.

Environmental Risks. Although the General Partners intend to comply with applicable environmental rules and regulations, the Clients may be exposed to substantial risk of loss from environmental claims arising in respect of real estate acquired by the Clients or their portfolio companies with undisclosed or unknown environmental liabilities. Under such laws, the Clients could be liable for, among other things, the costs of removal or remediation of certain hazardous substances, including but not limited to asbestos-related liabilities. Such laws often impute liability without regard to fault.

Lack of Sufficient Investment Opportunities. The business of identifying and structuring private equity and real estate transactions is highly competitive and involves a high degree of uncertainty. It is possible that the Clients will never be fully invested if enough sufficiently attractive investments are not identified.

Illiquidity; Lack of Current Distributions. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no return of proceeds invested.

Leveraged Investments. The Clients generally make use of leverage by incurring or having a portfolio company incur debt to finance a portion of its investment in a given portfolio company, including in respect of companies not rated by credit agencies. Leverage generally magnifies both a Client’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets, which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage will also result in interest expense and other direct or indirect costs to a Client that may not be covered by distributions made to a Client or appreciation of its investments. The use of leverage also imposes restrictive financial and operating covenants on a portfolio company, in addition to the burden of debt service, and may impair its ability to finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Client’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment, or rising interest rates and could accelerate and magnify declines in the value of a Client’s investments in the leveraged portfolio companies in a down market. In the event any portfolio company cannot generate adequate cash flow to meet debt service, a Client may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of a Client. Furthermore, should the credit markets be tight at the time a Client determines that it is desirable to sell all or a part of a portfolio company, a Client may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which a Client will invest generally will not be rated by a credit rating agency.

Guarantees. The Clients may guarantee the obligations of a portfolio company, including but not limited to the obligations arising from borrowed money or derivatives transactions. Such guarantees may obligate the Clients to pay the portfolio company’s indebtedness or other obligations if the portfolio company is unable or unwilling to pay its indebtedness or otherwise meet its obligations.

Restricted Nature of Investment Positions. Generally, there will be no readily available market for Client investments, and hence, most of the Clients’ investments will be difficult to value. Certain investments may be distributed in kind to its investors, consistent with the terms of the relevant Organizational Documents.

Projections. Projected operating results of a company in which the Clients invest normally will be based primarily on financial projections prepared by such company’s management. In all cases, projections are only estimates of future results that are based upon information received from the company and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections.

Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. There has recently been significant discussion regarding enhanced governmental scrutiny and increased regulation of the private equity industry. There can be no assurance that any such scrutiny and regulation will not have an adverse impact on the Clients’ activities, including the ability of the Clients to implement operating improvements at portfolio companies or otherwise execute its investment strategy or achieve its investment objectives.

Furthermore, the combination of recent scrutiny of alternative asset managers (including private equity firms) and their investments by various politicians, regulators, and market commentators, and the public perception that certain alternative asset managers, including private equity firms, contributed to the recent downturn in the U.S. and global financial markets, may complicate or prevent the Clients’ efforts to consummate investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, the Clients may invest in fewer transactions or incur greater expenses or delays in completing investments than it otherwise would have. Need for Follow-on Investments. Following its initial investment in a given portfolio company, a Client may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a successful portfolio company. There is no assurance that the Clients will make follow-on investments or that the Clients will have sufficient funds to make all or any of such investments. Any decision by a Client not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment. Additionally, such failure to make such investments may result in a lost opportunity for a Client to increase its participation in a successful portfolio company or the dilution of a Client’s ownership in a portfolio company if a third party invests in such portfolio company.

Non-U.S. Investments. Investments in portfolio companies that are organized or headquartered or have substantial sales or operations outside of the United States, its territories, and possessions, may be subject to certain additional risks due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of the Clients), the application of complex U.S. and non-U.S. tax rules to cross-border investments, possible imposition of non-U.S. taxes on the Clients and/or the investors in the Clients with respect to the Clients’ income, and possible non-U.S. tax return filing requirements for the Clients and/or its investors.

Additional risks of non-U.S. investments include: (a) economic dislocations in the host country; (b) less publicly available information; (c) less well-developed regulatory institutions; (d) greater difficulty of enforcing legal rights in a non-U.S. jurisdiction; (e) civil disturbances; (f) government instability; and (g) nationalization and expropriation of private assets. Moreover, non-U.S. companies may not be subject to uniform accounting, auditing, and financial reporting standards, practices, and requirements comparable to those that apply to U.S. companies.

Public Companies. The Clients’ investment portfolio may contain securities issued by publicly held companies. Such investments may subject the Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Clients to dispose of such securities at certain times, increased likelihood of shareholder litigation against such companies’ board members, including the principals, and increased costs associated with each of the aforementioned risks.

Non-Controlling Investments. The Clients may hold meaningful minority stakes in privately held companies. In addition, during the process of exiting investments, the Clients at times may hold minority equity stakes of any size such as might occur if portfolio holdings are taken public. As is the case with minority holdings in general, such minority stakes that the Clients may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Consequently, such non-controlling positions may have fewer potential buyers and the sale process will likely take longer than for the sale of a controlling majority position. Director Liability. The Clients will often seek to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which it invests. Serving on the board of directors (or similar governing body) of a portfolio company exposes a Client’s representatives, and ultimately such Client, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. Material Non-Public Information. As a result of the operations of the Adviser, the Adviser frequently comes into possession of confidential or material, non-public information, which may be relevant to an investment decision to be made by a Client. Consequently, a Client may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or the Adviser’s internal policies. Due to these restrictions, a Client may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold.

Litigation. In the ordinary course of its business, a Client may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect the value of a Client and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Adviser’s and its principals’ time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation.


Item 9. Disciplinary Information
Item 9 is not applicable to the Adviser.

Item 10. Other Financial Industry Activities and Affiliations
Related General Partners
Various entities serve as General Partners of the Funds and as general partners or managers of the Separate Account Clients. The Adviser is under common control with the General Partners. All personnel of the General Partners and any other person acting on their behalf are subject to the supervision and control of the Adviser. Certain of the General Partners are also relying advisers as described below. 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.
Relying Advisers
As of December 31, 2016, GI International L.P., GIP Manager (CalEast) LLC, and GIP Manager L/CAL LLC are each a relying adviser of GI Manager L.P. Each relying adviser is under common control with the Adviser. Interest, and Personal Trading
Code of Ethics
The Adviser has adopted a written Code of Ethics that is applicable to all of its partners, officers, and employees, as well as officers and employees of its affiliates and certain independent contractors (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 pre-clearance and reporting obligations. Adviser Personnel and their families and households will purchase investments for their own accounts, including the same investments as will from time to time be purchased or sold for a Client, subject to the terms of the Code of Ethics. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. The provisions contained in the Code of Ethics help the Adviser detect and prevent potential conflicts of interest.

Adviser Personnel who violate the Code of Ethics are subject to remedial actions, including but not limited to profit disgorgement, 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 annually to 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: David Smolen at compliance@gipartners.com.
Participation or Interest in Client Transactions
The Adviser and certain employees and affiliates of the Adviser invest in and alongside the Clients, either through the General Partners, as direct investors in the Clients, or otherwise. Additionally, a General Partner or an affiliate, as applicable, will generally reduce all or a portion of the Advisory Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below.

Due in part to the fact that potential investors in a Client (including purchasers of a limited partner’s interests in a secondary transaction) or a co-investment opportunity (see below) ask different questions and request different information, the Adviser will from time to time provide certain information to one or more prospective investors that it does not necessarily provide to all of the prospective investors or limited partners.
Conflicts of Interest
The Adviser and its related entities engage in a broad range of activities, including but not limited to investment activities for their own account and for the account of other investment funds or accounts, and providing transaction-related, investment advisory, management, and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Client will from time to time conflict with the interests of the Adviser, other Clients, or their respective affiliates. Certain of these conflicts of interest, as well 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 of the Adviser or its affiliates, certain business associates, other friends and family of the Adviser or its personnel (the “Adviser Investors”) and/or individuals and entities that are not investors in any Funds (“Third Parties”) invest alongside one or more Funds in one or more investment opportunities. Such vehicles, referred to herein as co-investment vehicles, may, in certain instances, be 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. Such co-investment vehicles typically do not pay Advisory Fees or Carried Interest.

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, and in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Clients 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 generally mitigate, but will not eliminate, conflicts of interest:
• A Client will not make an investment unless the Adviser believes that such investment is an appropriate investment considered from the viewpoint of such Client;
• Many important conflicts of interest will generally be resolved by set procedures, restrictions, or other provisions contained in the relevant Organizational Documents of the Clients;
• Generally, each Fund has established an advisory board, consisting of representatives of investors not affiliated with the Adviser. The advisory boards meet as required 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 and, to the extent possible, the direction of the relevant advisory board or boards;
• 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 Client’s Organizational Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. Conflicts The material conflicts of interest encountered by a Client include those discussed below, although the discussion below does not necessarily describe all of the conflicts that are or may be faced by a Client. Other conflicts are disclosed throughout this brochure, and the brochure should be read in its entirety. Allocation of Investment Opportunities Among Clients In connection with its investment activities, the Adviser will encounter situations in which it must determine how to allocate investment opportunities among various Clients and other persons, which include, but are not limited to, one or more of the following:


• The Clients;
• Any co-investors or co-investment vehicles that have been formed to invest side-by-side with one or more Funds in all or particular transactions entered into by such Fund(s);
• Adviser Investors and/or Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Funds in particular transactions entered into by such Fund(s); and
• Adviser Investors and/or Third Parties acting as “co-sponsors” with the Adviser with respect to a particular transaction.

The Adviser has adopted written policies and procedures relating to the allocation of investment opportunities, and will make allocation determinations consistently therewith.

The Clients are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”), which will also apply directly or indirectly to certain RE Separate Account Clients, the PE Separate Account Clients, and other co-investment vehicles with investments contractually tied to the Funds. Investment Allocation Requirements are generally set forth in a Client’s Organizational Documents. To the extent the Investment Allocation Requirements of a Client do not include specific allocation procedures and/or allow the Adviser discretion in making allocation decisions among the Clients, the Adviser will follow the process set forth below.

The Adviser must first determine which Clients will participate in an investment opportunity. The Adviser assesses whether an investment opportunity is appropriate for a particular Client(s), based on the Client’s investment objectives, target sectors, strategies, and structure. A Client’s investment objectives, strategies, and structure typically are reflected in the Client’s Organizational Documents. Prior to making any allocation to a Client of an investment opportunity, the Adviser determines what additional factors restrict or limit the offering of an investment opportunity to the Client(s). Possible restrictions include, but are not limited to:
• Obligation to Offer: the Adviser may be required to offer an investment opportunity to one or more Clients. This obligation to offer investment opportunities is generally set forth in a Client’s Organizational Documents.
• Related Investments: the Adviser may offer an investment opportunity related to an investment previously made by a Client(s) to such Client(s) to the exclusion of, or resulting in a limited offering to, other Clients.
• Legal and Regulatory Exclusions: the Adviser may determine that certain Clients or investors in certain Funds should be excluded from an allocation due to specific legal, regulatory, or contractual restrictions placed on the participation of such persons in certain types of investment opportunities. Once the Clients that will participate in a particular investment have been identified, the Adviser, in its discretion, decides how to allocate such investment opportunity among the identified Clients. In allocating such investment opportunity, the Adviser will consider some or all of a wide range of factors, which include, but are not necessarily limited to, one or more of the following:
• Each Client’s investment objectives and investment focus;
• Transaction sourcing;
• Each Client’s liquidity and reserves;
• Each Client’s diversification (including the actual, relative, or potential exposure of a Fund to the type of investment opportunity in terms of its existing portfolio);
• Lender covenants and other limitations;
• Any “ramp-up” period of a newly-established Client;
• Amount of capital available for investment by each Client as well as each Client’s projected future capacity for investment;
• Each Client’s targeted rate of return;
• Stage of development of the prospective portfolio company or other investment and anticipated holding period of the prospective portfolio company;
• Composition of each Client’s investments;
• The suitability as a follow-on investment or add-on acquisition for a current portfolio company of a Client;
• The availability of other suitable investments for each Client;
• Supply or demand of an investment opportunity at a given price level;
• Characteristics and attributes of an investment;
• Risk considerations;
• The seniority of an investment and other capital structuring criteria;
• Whether an investment opportunity requires additional consents or authorizations from a Client, investors, or Third Parties;
• Cash flow considerations;
• Asset class restrictions;
• Industry and other allocation targets;
• Minimum and maximum investment size requirements;
• Tax implications;
• Legal, contractual, or regulatory constraints; and
• Any other relevant limitations imposed by or conditions set forth in the applicable Organizational Documents of each Client. Notwithstanding the foregoing, the Adviser will not allocate investment opportunities based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any Client or (ii) the profitability of any Client. The application of the Investment Allocation Requirements and factors set forth above may result in allocation on a non-pro rata basis and there can be no assurance that a Client will participate in all investment opportunities that fall within its investment objectives. In addition, principal executive officers and other personnel of the Adviser invest indirectly in and are permitted to invest directly in Clients and therefore participate indirectly in investments made by the Clients in which they invest. Such interests will vary Client by Client and may create an incentive to allocate particularly attractive investment opportunities to the Client in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Client.

Allocation of Co-Investment Opportunities

The Adviser will determine 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 by contract to certain participants in the applicable deal, such as co- sponsors, consultants, and advisers to the Adviser and/or the Funds or management teams of the applicable portfolio company, certain strategic investors, and other investors whose allocation is determined by the Adviser to be in the best interest of the applicable Fund), and any such excess will typically be offered to one or more other Funds, PE Separate Account Clients, or other co- investors pursuant to the procedures included in such Funds’ and the PE Separate Account Clients’ Organizational Documents and as summarized in the following paragraphs.

PE Separate Account Clients have been established for the purpose of making co-investments alongside certain Funds (in the sole discretion of the Adviser) generally at the same time, and on the same terms and conditions, as the Fund. The Adviser is not contractually required to allocate co-investment opportunities to such PE Separate Account Clients. Subject to any Investment Allocation Requirements in general, (i) no investor in a Fund has a right to participate in any co-investment opportunity, and investing in a Fund does not necessarily give an investor any rights, entitlements, or priority to co-investment opportunities, (ii) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of the Adviser or its related persons or other participants in the applicable transactions, such as co- sponsors, (iii) co-investment opportunities may, and typically will, be offered to some and not other investors in the Funds, in the sole discretion of the Adviser or its related persons, and investors may be offered a smaller amount of co-investment opportunities than originally requested, (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 or in addition to than one or more investors in a Fund, will from time to time be offered co-investment opportunities, in the sole discretion of the Adviser or its related persons, and (v) co-investors will generally purchase their interests in a portfolio company at the same time as the Funds or will on occasion purchase their interests from the applicable Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell down or transfer). Additionally, unless otherwise agreed to with an investor in a Fund, non-binding acknowledgments of interest in co-investment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgments if there is a co-investment opportunity.

In exercising its discretion to allocate co-investment opportunities with respect to a particular investment among the Funds, Separate Account Clients, and other potential co-investors, 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 Adviser’s perception of the appropriate composition of co-investors that would achieve optimal returns with respect to an investment opportunity;
• The Adviser’s evaluation of the size and financial resources of the potential co- investment party and the Adviser’s perception of the ability of that potential co- investment party (in terms of, for example, staffing, expertise, and other resources) to efficiently and expeditiously participate in the investment opportunity with the relevant Client(s) without harming or otherwise prejudicing such Client(s), in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required);
• The Organizational Documents negotiated with the Clients;
• Any investment restrictions or limitations of a potential co-investment party;
• Any confidentiality concerns the Adviser has that may arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity;
• The Adviser’s perception of its past experiences and relationships with the potential co- investment party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by the Adviser and the expected amount of negotiations required in connection with a potential co-investment party’s commitment;
• The character and nature of the co-investment opportunity (including the potential co- investment amount, structure, geographic location, tax characteristics, and relevant industry);
• Level of demand for participation in such co-investment opportunity;
• The Adviser’s perception of whether the investment opportunity will subject the potential co-investment party to legal, regulatory, competitive, confidentiality, reporting, public relations, media, or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered;
• The ability of a potential co-investment party to aid in operating or monitoring a portfolio company or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s chemistry with the management team of the potential portfolio company and whether the potential co-investment party has any existing positions in the portfolio company or an please register to get more info

As the Clients invest primarily in private equity and real estate ventures, the Adviser anticipates that investments in publicly traded securities will be infrequent occurrences (e.g., money market instruments pending investment in a portfolio company, and securities held as a result of initial public offerings of portfolio companies or going-private transactions). However, to meet its fiduciary duties to the Clients, the Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities.

Selection of Brokers and Dealers

For the Funds and certain Separate Account Clients, the Adviser has, subject to the direction of such Client’s General Partner, 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 in public securities for a Client involving a broker- dealer, the Adviser will seek best execution of the transaction. Best execution means obtaining for a Client 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 public securities transaction, the Adviser 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 public securities trades on behalf of the Funds. When purchasing or selling over-the-counter public 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 Chief Compliance Officer will periodically assess the quality of execution of public securities brokerage transactions effected on behalf of the Adviser and each applicable Client. The Adviser does not receive soft dollars in connection with its use of broker-dealers.
Aggregation of Trades

The Adviser and its affiliates may aggregate the orders of more than one Client for the purchase or sale of the same publicly traded security. Portfolio managers and traders often employ this practice because larger transactions enable them to obtain better overall prices, including lower commission costs, mark-ups, or mark-downs. The Adviser and its affiliates may combine orders on behalf of Clients with orders for other Clients for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Client will receive the average price for each execution of a transaction.

If an order for more than one Client 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 Clients 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 Clients and generally maintains an ongoing oversight position in such portfolio companies. The portfolios are reviewed by a team of investment professionals on an ongoing basis. The team generally includes at least one Managing Director and other investment professionals of the Adviser.
Reporting

Investors in the Clients typically receive, among other things, a copy of audited financial statements of the relevant Client within 90 days after the fiscal year end of such Client, as well as quarterly performance reports within 45 days after each fiscal quarter end. The Adviser and the applicable General Partner, if any, will from time to time, in their sole discretion, provide additional information relating to such Client to one or more investors in such Client as they deem appropriate. Investors in Separate Account Clients will typically negotiate reporting requirements specific to their account. In the event of individually negotiated terms for Separate Account Clients, the Adviser will provide the reporting mutually agreed to by the parties as described in their Organizational Documents of such Separate Account Client. 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 and its related persons will, in certain instances, receive discounts on products and services provided by portfolio companies of Clients and/or the customers or suppliers of such portfolio companies.

While not a client solicitation arrangement, the Adviser will from time to time engage one or more persons to act as a placement agent for a Client in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Client that are subsequently accepted and reimbursement for agreed upon expenses. Such Client may, subject to any limitations set forth in its Organizational Documents, reimburse such fees. Advisory Fees received by the Adviser or its affiliates are generally reduced by the amount of such fees. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. please register to get more info

As the Adviser relies on the audit exemption under the Advisers Act custody rule (i.e., Rule 206(4)-2(b)(4)), investors in the Clients will not receive account statements from the Clients’ custodians. please register to get more info

Investment advisory services are provided to the Clients in accordance with the Organizational Documents of the applicable Client. Investment restrictions for the Clients, if any, are generally established in the Organizational Documents of the applicable Client. With respect to certain Separate Account Clients, such services are provided on a non-discretionary basis. Investment advice is provided directly to the Clients (subject to the direction and control of the General Partner of each such Client or, in the case of certain Separate Account Clients, the unaffiliated investor in such Separate Account Client, if applicable) and not individually to investors in such Client. 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 Clients (“Votes”). The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Client by maximizing the economic value of the relevant Client’s holdings. Consideration will be given to both the short- and long-term implications of the proposal to be voted on when considering the optimal vote. While the recommendation of management on any issue is a factor which the Adviser considers in determining how Votes should be made, the Adviser does not consider recommendations from management to be determinative of the Adviser’s ultimate decision. As a matter of practice, the Votes with respect to most issues are cast in accordance with the position of the portfolio company’s management. Each issue, however, is considered on its own merits, and the Adviser will not support the position of a portfolio company’s management in any situation where it determines that the ratification of management’s position would adversely affect the investment merits of owning that company’s securities. Additionally, in some circumstances, a Client will from time to time be party to stockholder or voting agreements requiring it to vote in a manner described in such agreements, in which case the Client is bound to comply with these voting objectives. The investment team for an investment is responsible for monitoring compliance with any such voting agreement. The fiduciary duty that the Adviser owes the Clients prohibits the adoption of a policy to enter default proxy votes in favor of management. Thus, the Adviser and the relevant investment team will review all proxies in accordance with the general principles outlined in its policy. The Adviser is not required to vote every proxy and will refrain from voting when refraining from voting is in a Client’s best interest, as determined by the Advisor in its sole discretion.

The Adviser’s Chief Compliance Officer has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. The Adviser’s Chief Compliance Officer will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Clients.

Copies of relevant proxy logs, identifying how proxies were voted in connection with a Client and copies of proxy voting policies are available to any client or prospective client at no charge upon written request to: David Smolen at compliance@gipartners.com. please register to get more info

Item 19. Requirements for State-Registered Advisers Item 19 is not applicable to the Adviser. please register to get more info