Solamere Capital, LLC (the “Filing Adviser”), a Delaware limited liability company founded in 2008 and a registered investment adviser, directly or indirectly through an affiliate, provides independent discretionary investment advisory services to 16 private investment fund partnerships and limited liability companies (collectively, the “Funds” or the “Advisory Clients”) holding $2,300,885,082 in assets under management, estimated as of December 31, 2019 (calculated based on “Regulatory Assets Under Management” as defined by the SEC in Form ADV).

The Filing Adviser is affiliated with Solamere Management, LLC, a Delaware limited liability company formed in 2014, which is the only Solamere-affiliated entity with a place of business in New York and which provides investment advisory services to Solamere Capital IM, LP (the “Manager”, together with Solamere Management, LLC, the “Relying Advisers”, and the Relying Advisers collectively with the Filing Adviser, “Solamere” or the “Adviser”). The Manager provides day-to-day management and advisory services to certain Funds or to the general partner of such Funds, including, but not limited to, Solamere Founders Fund I GP, LP, Solamere Capital Fund II GP, LP, and Solamere Capital Fund III GP, LP (collectively, referred to with Solamere Group, LLC as the “General Partner”). The General Partner of each Fund has complete discretion and exclusive responsibility and authority for all investment decision making of such Fund.

The Funds are exempt from registration under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”) and offer securities that are not registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). The Adviser provides day-to-day management and advisory services to the Funds or to the General Partner.

Solamere’s investment activities are led by its Managing Partners: Taggart Romney, Eric Scheuermann, and Spencer Zwick (collectively, the “Managing Partners”). Solamere is principally owned by its Managing Partners.

The General Partner of each Fund is responsible for managing the capital committed to various Funds and for seeking long term capital appreciation through its recommended investments. In general, Solamere advises regarding the allocation of capital to private equity, venture capital, mezzanine and distressed debt investments in the U.S., Europe, Asia Pacific and Latin America. Fund investments generally include: (i) investments in private operating companies (“Portfolio Company Investments”) and (ii) investments in other private investment funds focused on a diversified set of strategies (“Fund Investments”). Solamere provides advice on investment opportunities across a broad range of industries, transaction types and levels in the capital structure.

Solamere does not tailor its advisory services to the individual needs of investors in the Funds (“Fund Investors”). Generally, Fund Investors may not impose restrictions on investing in certain securities or types of securities. In general, each Fund will invest and operate according to the terms specified in its Private Placement Memorandum and/or Limited Partnership Agreement or Limited Liability Company Agreement, as applicable (collectively referred to as the “Governing Documents”). The Governing Documents generally set forth the detailed terms and conditions for each of the Funds, including, without limitation, the term of the Fund, capitalization, capital contributions, profits and loss allocation, distribution allocation, Management Fees (as defined below), expenses, transfers, withdrawals, dissolution, liquidation, liability and indemnification. The Governing Documents provide that the applicable General Partner is authorized to use discretion to cause the Funds to invest all of the capital Page 2 Form ADV Part 2A (Solamere) commitments of the Funds, subject to the investment policies and investment restrictions provided for in the Governing Documents. Each of the Funds, to which Solamere, directly or indirectly through an affiliate, provides its investment advisory services, is a private investment vehicle and is not publicly offered. No part of this Brochure is a general solicitation of potential investors in a Fund. This Brochure is intended solely to describe Solamere’s business. Solamere does not participate in any wrap fee programs. Page 3 Form ADV Part 2A (Solamere) please register to get more info

Any fees and potential performance-based compensation paid by a Fund, as applicable, are set forth in detail in such Fund’s Governing Documents. The following is a brief summary of fees and potential performance-based compensation generally applicable to Fund Investors. The General Partner of each Fund, or its designee, receives a management fee (the “Management Fee”) (generally equal to a specified percentage of aggregate Fund commitments ranging from 0.5% to 2%) to cover investment management and administrative services provided to the Funds. Fees are set forth in detail in the Fund’s Governing Documents. Management Fees are calculated for and allocated to each of our Funds as set forth and disclosed in each Fund’s Governing Documents. After the investment period or other events set forth in the Fund’s Governing Documents), Management Fees generally are calculated as a percentage of invested capital and fair market value as determined in each Fund’s Governing Documents. Management Fees are calculated and paid quarterly in advance. Fund Investors may not choose to be billed in any other manner.

In addition to the Management Fee, the General Partner is eligible to receive a performance-based incentive allocation of capital gain and profits. Any such performance-based capital gain allocation is based on the performance of investments made by the Fund above the capital returned to Fund Investors. Item 6 below describes such performance-based gain allocation in more detail. All distributions are split between Fund Investors and the General Partner as set forth in the applicable Fund’s Governing Documents.

The amount and duration of the Management Fee and incentive allocation are set prior to the commencement of a Fund’s term and are not cancelable except for cause and by a vote of the Limited Partners. Fund Investors may not obtain a refund of a pre-paid fee, may not withdraw from the Fund, and may not transfer any of their interest, rights or obligations under the Fund without the prior written consent of the General Partner.

It is important to note that when a Fund has committed to a Fund Investment, the Fund Investment is subject to the management fees and performance-based fees of the underlying investment manager as well as the fund expenses of the underlying private investment fund; therefore, Fund Investors indirectly bear a portion of the management fees, performance-based fees and fund expenses incurred by the Fund in connection with such Fund Investment, which over time are expected to be substantial.

On occasion, the General Partner, Solamere or the Manager receives fees from the private operating companies in which a Fund makes an investment. These fees are typically to compensate the General Partner, Solamere or the Manager for advisory-related or operational advice provided to such companies. The General Partner, Solamere or the Manager generally have discretion over whether to charge such fees to such companies and, if so, the rate, timing, method and/or amount of such compensation. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of such fees generally will give rise to conflicts of interest between the Funds, on the one hand, and the General Partner, Solamere or the Manager on the other hand. The Management Fee payable quarterly generally shall be reduced by a specified percentage of a specified portion of any such monitoring fees received by the General Partner, Solamere or the Manager during the immediately preceding quarterly period. Amounts necessary to reimburse the General Partner, Solamere and/or the Manager for their unreimbursed costs and expenses incurred in connection with transactions or in connection with generating any such fees are borne by the applicable Fund(s), and such amounts do not reduce the Management Fee. Fund Investors typically pay or reimburse the General Partner for up to a predetermined dollar amount of the relevant Fund’s and its affiliated entities’ organizational and startup expenses including travel, printing, legal, administrative, consulting, salary, filing and accounting fees and expenses, capital raising, regulatory Page 4 Form ADV Part 2A (Solamere) compliance (including the initial compliance contemplated by the Alternative Investment Fund Managers Directive or any similar law, rule or regulation), any administrative or other filings, and other organizational expenses. The General Partner will bear the cost (through an offset against the Management Fee or otherwise) of all such organizational expenses in excess of this amount, if any, and of any placement fees payable to any placement agent in connection with the formation of the relevant Fund. Additionally, the Funds generally will pay, or reimburse the General Partner for all other fees, costs, expenses, liabilities and obligations relating to the respective Fund and/or its activities, business, and actual or potential investments that are not reimbursed by the investments, including all fees, costs, expenses, liabilities and obligations, as set forth more fully in each Fund’s Governing Documents.

Further details with respect to the types of expenses to which a Fund Investor may be subject are determined in advance and detailed in the applicable Governing Documents.

Certain Fund Investors and/or other parties, which include executive partners, advisors and other members of the Solamere Network (as defined below), have the right to participate in a co-invest pool of 10% of the estimated aggregate amount of every private equity investment allocated to an applicable Fund. Co- investments made through this program are not subject to Management Fees or carried interest; however, this co-investment program bears its pro rata share of certain expenses in connection with such investments.

The Managing Partners may, from time to time, receive a management fee or other compensation (including, without limitation, performance-based compensation) with respect to other co-investments, and often hold equity interests in, and participate in co-investments through any entity that co-invests alongside a Fund.

Solamere and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Solamere Funds that will neither be subject to an offset against any management fees payable to the Solamere Funds nor will otherwise be shared with the Solamere Funds and/or portfolio companies. For example, airline travel or hotel stays incurred as Solamere Fund or account expenses typically result in cash rebates, “miles,” “points,” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Solamere and/or such personnel (and not the Solamere Funds and/or portfolio companies) even though the cost of the underlying service is borne by the Solamere Funds and/or portfolio companies.

It is critical that Fund Investors refer to the applicable Fund’s Governing Documents for a complete description of expenses and fees.

The General Partner has entered and may enter into additional agreements or side letters (“Side Letters”) or other similar agreements with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the relevant Governing Documents with respect to such investors. Principals or other current or former employees of Solamere generally receive salaries and other compensation derived from, and in certain cases including a portion of, the Management Fee, carried interest or other compensation received by Solamere or its affiliates. Solamere does not receive compensation from the sale of investment products such as mutual funds, etc. Page 5 Form ADV Part 2A (Solamere)
It is critical that prospective investors and Fund Investors refer to the relevant Governing Documents
for a detailed understanding of applicable fees and expenses. The information contained herein is a
summary only and is qualified in its entirety by such Governing Documents. Page 6 Form ADV Part 2A (Solamere) please register to get more info

BY-SIDE MANAGEMENT
Where applicable and as described in detail in the Governing Documents, the General Partner’s incentive allocation referred to above is generally a percentage of the profits generated after exceeding a hurdle rate of return for capital contributed by Fund Investors. The Governing Documents for each Fund sets forth the formula for the allocation of profits and losses, and the cash distribution order, of each such Fund. The Governing Documents for each Fund providing such an incentive allocation describes the method by which the assets of such Fund will be valued, and distributions to the General Partner for each such Fund depend, in part, on the unrealized value of certain investments. This could provide an incentive for the General Partner to use higher valuations. However, each such Fund reports in conformity with U.S. Generally Accepted Accounting Principles (GAAP), which require fair value measurements.

It should be noted that the General Partner may not receive any performance-based gain allocation or fee- based compensation from certain Solamere-affiliated personnel or other Fund Investors who invest in the Funds in accordance with each Fund’s Governing Documents and at the sole discretion of the General Partner. Furthermore, the General Partner may not charge management fees or performance-based gain allocation for certain Fund Investors who co-invest in transactions alongside our Funds in accordance with each Fund’s Governing Documents as determined by the General Partner. However, in other cases, the Managing Partners may receive management fees, monitoring or other fees from certain private operating companies held by the Fund(s) and/or performance-based gain allocation for certain Fund Investors who co-invest in transactions alongside the Funds. The receipt of such fees will not reduce the Management Fee payable by any Fund(s) that have also invested in such investment, and as a result a Fund will, in most cases, only benefit with respect to its allocable portion of any such fee and not the portion of any fee that relates to such co-investors, which have the potential to be significant.

The potential performance-based allocation of such gain to the General Partner may create an incentive for Solamere or the Manager to recommend, or the General Partner to make, investments that are more speculative than would be the case in the absence of performance-based allocation. Further, the Management Fee provisions may also create an incentive for the Manager or Solamere to recommend, or the General Partner to seek out investments towards the end of the Fund’s investment period that would provide the opportunity to earn such fees based on capital under management. However, such incentives are tempered by the fact that losses will reduce the Fund’s performance – which would reduce any performance-based gain allocation or asset-based Management Fee available to the General Partner or its designee. The General Partner believes that the potential for performance-based gain allocation helps to create an alignment of interest between the General Partner and Fund Investors.

Additionally, from time to time and as permitted by the relevant Governing Documents, the General Partner expects to provide (or agrees to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, Solamere’s personnel and/or certain other persons associated with Solamere and/or its affiliates (e.g., a vehicle utilized to co-invest an annually specified percentage alongside a particular Fund’s transactions). Such co-investments typically involve investment and disposal of interests in the applicable Portfolio Company Investment at the same time and on the same terms as the Fund making the investment. However, the General Partner may, in its sole discretion, provide or commit to provide co-investment opportunities, on such terms and in the size, if any, as the General Partner determines, to one or more Fund Investors and/or other parties, which may include executive partners, advisors and other members of the Solamere Network. In exercising its discretion to allocate co-investment opportunities with respect to a particular investment to and among potential co- Page 7 Form ADV Part 2A (Solamere) investors and the terms thereof, the General Partner considers some or all of a wide range of factors, which are further discussed in the relevant Governing Documents. The General Partner typically enters into Side Letters with certain investors in a Fund providing such investors with different or preferential rights or terms, including but not limited to different fee structures, information rights, co-investment rights, and liquidity or transfer rights. This subjects the General Partner to potential conflict of interest.
Prospective Fund Investors are provided with the Fund’s Governing Documents, which contain more
fully detailed fee disclosures. Prospective Fund Investors should review such disclosures carefully.
Page 8 Form ADV Part 2A (Solamere) please register to get more info

As described in Item 4, Solamere’s principal activity is providing independent investment advisory services to 16 U.S.-domiciled private investment fund partnerships and limited liability companies (collectively, the “Funds” or the “Advisory Clients”). The Funds offer interests/shares only to certain qualified investors and admission to the Funds is not open to the general public. An investment in a Fund is generally restricted to Fund Investors, which qualify as “accredited investors,” as that term is defined under rule 501(a) of Regulation D of the Securities Act. Some Funds further require investors to qualify as “qualified purchasers” as that term is defined under the Investment Company Act. Generally, Fund Investors must invest a minimum of $10,000,000 for each Fund, although certain Funds have lower minimum investment amounts. In each case, the investment minimum is subject to waiver at the discretion of the General Partner. Page 9 Form ADV Part 2A (Solamere) please register to get more info

OF LOSS
As a general matter, Solamere utilizes particular investment strategies and methods of analysis described in each Fund’s offering and Governing Documents, which are provided to Fund Investors prior to the time of an investment. The information contained herein is a summary only and Fund Investors should refer to the applicable Fund’s Governing Documents for a complete overview of Solamere’s methods of analysis and investment strategies and the risks associated therewith.

As discussed in Item 4 above, Solamere, directly or indirectly through an affiliate, advises the General Partner to allocate capital generally to private equity, venture capital, mezzanine and distressed debt investments in the U.S., Europe, Asia Pacific and Latin America. Our recommendations include: (i) investments in other private investment funds focused on a diversified set of strategies (“Fund Investments”) and (ii) investments in private operating companies (“Portfolio Company Investments”). Solamere may recommend investments across a broad range of industries, transaction types and levels in the capital structure.

Solamere’s investment objective is to recommend investments, which provide capital preservation and attractive investment returns on a risk-adjusted basis for our investors. We seek to focus on minimizing the risk of capital loss and maximizing returns at each stage of our investment recommendation and monitoring process, particularly as it relates to sourcing, performing due diligence, structuring, negotiating, executing and monitoring our investments.

 With respect to Fund Investments, we seek to recommend a select number of private investment partnerships that have the potential to generate attractive returns relative to their peers. The Managing Partners believe this investment strategy should help to generate attractive risk-adjusted investment returns.

o Our evaluation of Fund Investments takes into account several factors such as the investment track record of the portfolio managers and/or fund, the merits and historical discipline of the investment strategy, organizational sustainability, opportunity for co-investment and other economic and legal considerations. Due diligence may involve, but is not limited to, quantitative analysis of the investment track record of a firm’s previous and current investments, meetings and phone calls with management of a firm’s partnership, discussions with management of past and current portfolio company investments, and customary legal diligence.

o In addition to relying on publicly reported information, we analyze private offering memoranda and supporting due diligence materials. We analyze the backgrounds of important investment professionals through direct research, often through discussions with investment professionals, portfolio company executives, co-investors and other relevant industry contacts. o We regularly monitor the activities of Fund Investments through their annual reports and financial statements, their annual limited partner meetings and semi-regular visits with the management of each firm’s partnership.  With respect to Portfolio Company Investments, we seek to recommend private operating companies where we believe there is an opportunity to generate attractive returns for our investors through the strategic and operating value-add of the broader Solamere network, and/or the expertise of any other investor we may partner with. Page 10 Form ADV Part 2A (Solamere) o Our evaluation of Portfolio Company Investments may include, depending on the specific circumstances, analysis of historical financial statements and future projections of the underlying business; in-person meetings with management; visits to key company locations; discussions with key customers, suppliers, and competitors; background checks and reference checks of senior management; legal, accounting and related due diligence; and the investigation of other important risks associated with each potential investment. In addition to company- specific considerations, we evaluate the underlying industry including major growth trends, current market dynamics, potential for new competitive entrants and substitutes; and the impact of potential future socio-economic, market and political trends. o We regularly monitor the activities of Portfolio Company Investments through regular communications, financial tracking and in some cases representation or observer rights on such company’s Board of Directors.

Importantly, it should be noted that investments in securities such as those described above always involve a risk of loss that investors should be prepared to bear.

Investments in equity securities, and specifically investments in private equity and venture capital securities (which are the focus of Solamere’s investment recommendations), entail substantial risks. Such investing should, therefore, be undertaken only by prospective investors capable of evaluating the merits and risks of such an investment and bearing the risks such an investment represents.

Our investment strategies do not involve frequent trading of securities, and thus Funds, which are directly or indirectly advised by Solamere, are not expected to incur the drag on investment performance resulting from the increased brokerage and other transaction costs and taxes of such a frequent trading strategy.
Below we highlight some of the general and specific risks associated with our investment strategies.
The below list is not comprehensive and there can be no assurance that an Advisory Client will be
able to achieve its investment objectives or that the Fund Investors will receive a return of their
capital. The information contained herein is a summary only. Fund Investors and prospective
investors should refer to the respective Fund offering and its Governing Documents for a complete
overview of the types of securities Solamere recommends and the material risks associated therewith.
Private equity investing involves the risk of loss of capital, including the risk of loss of the entire
investment, which investors should be prepared to bear.
 Fund Investments in other funds; Co-Investments. The investment portfolio may consist, in part, of commitments to other investment funds. Each such Fund will generally not have any discretion regarding how those commitments are invested, or how the investments made with its commitments are managed or liquidated. While such Fund will seek to invest with what it believes to be high-quality private equity or venture capital firms, past performance is no indication of future success, and it is possible that such Fund will lose some or all of its commitment to any of such firms. In addition, such Fund will be dependent on the key personnel of the investment firms to which it commits, and will have no control over their possible departure from such firms. Other Solamere investment vehicles are expected to co-invest directly through privately negotiated transactions in Portfolio Company Investments in which one or more Funds, through a Fund Investment, is indirectly invested (“Partner Fund Co-Investments”). Such Partner Fund Co-Investments may be presented to other Solamere investment vehicles as a result of the applicable Fund Investment’s relationship with Solamere through the Fund’s investment therein. Absent such relationships and investments, Solamere likely would not be presented with the opportunity to make such Partner Fund Co-Investments on behalf of other Page 11 Form ADV Part 2A (Solamere) Solamere investment vehicles. Solamere may have an incentive to select Fund Investments that are more likely to provide Partner Fund Co-Investment opportunities. The General Partner may, in its sole discretion, provide or commit to provide co-investment opportunities, in the size, if any, the General Partner determines, to one or more Fund Investors and/or other parties, which may include executive partners, advisors and other members of the Solamere network (“Solamere Network”). The General Partner’s procedures permit it to take into consideration a wide range of factors, which may include the likelihood that an investor may invest in a future fund sponsored by the General Partner or its affiliates. The General Partner may grant certain third-party investors the opportunity to evaluate specified amounts of prospective co-investments in Portfolio Company Investments or otherwise to have priority in co-investment opportunities.

Furthermore, decisions regarding whether and to whom to offer co-investment opportunities may be made by the General Partner or its related persons in consultation with other participants in the relevant transactions, such as a co-sponsor. Co-investment opportunities may, and typically will, be offered to some and not to other Fund Investors. When and to the extent that employees and related persons of Solamere and its affiliates make capital investments in or alongside certain Funds, Solamere and its affiliates are subject to conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction 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.

 Reliance on Underlying Managers. To the extent a Fund makes investment in Underlying Managers, the returns of those Fund Investments are primarily dependent upon the performance of unrelated investment managers and management teams. A significant component of Solamere’s investment advisory business is its fund of funds investment program. Such Funds depend on managers of the private funds in which they invest. Such Funds generally are limited partners in underlying private funds and, therefore, do not have the ability to participate in the management and control of these private equity funds or the ability to control the timing of capital calls or distributions received from underlying funds or over investment decisions made by such funds.

 Business Risks. A Fund’s portfolio of investments in private companies (and the investment portfolio of the other investment funds to which it makes commitments) will consist, in part, of securities issued by privately held (and potentially also unseasoned) companies, the operating results for which will be difficult to predict in a specified period. Such investments involve a high degree of business and financial risk that can result in substantial losses.

 Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as illiquid. It is uncertain as to when profits, if any, will be realized. 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 (whether by the Fund or by one of the other investment funds to which it commits). While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment. Before such time, there may be no current return on the investment.  Leveraged Investments. A Fund, and the other investment funds to which it makes commitments, often makes use of leverage by having a portfolio company incur debt. Leverage generally magnifies both opportunities for gain and 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. During times when credit markets are tight, it is difficult to obtain or maintain the Page 12 Form ADV Part 2A (Solamere) desired degree of leverage. Leverage often imposes restrictive financial and operating covenants on a 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 to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates. In the event any portfolio company cannot generate adequate cash flow to meet debt service, a partial or total loss of capital invested in the portfolio company may be suffered, which could adversely affect returns. Furthermore, should the credit markets be limited or costly at the time the Fund determines that it is desirable to sell all or a part of a portfolio company, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Furthermore, the companies in which a Fund invests generally will not be rated by a credit rating agency.

 Subscription Lines. A Fund typically enters into a subscription line with one or more lenders in order to finance its operations (including the acquisition of the Fund’s investments). Fund-level borrowing subjects limited partners to certain risks and costs. For example, any limited partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in incremental partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment and negotiation of the terms of the borrowing facility. A subscription line’s interest rate may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation.

 Limited Transferability of Fund Interests. There is no public market for Fund interests, and none is expected to develop. There are substantial restrictions upon the transferability of Fund interests under the Governing Documents and applicable securities laws. In general, withdrawals of Fund interests are not permitted. In addition, Fund interests are not redeemable.  Restricted Nature of Investment Positions. Generally, there will be no readily available market for a substantial number of Fund investments, and hence, most Fund investments will be difficult to value.

 Focus on Early-Stage Investments. A Fund, and the other investment funds to which it makes commitments, may make investments in small companies and early-stage companies that have inherently greater risk than more established businesses. Accordingly, the growth of these companies may require significant time and effort resulting in a longer investment horizon than can be expected with lower risk investment alternatives. Such investments can experience failure or substantial declines in value at any stage.  Future and Past Performance. The performance of the Managing Partners’ prior investments is not necessarily indicative of any Fund’s future results. While the General Partner intends for the Fund to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that the targeted internal rate of return will be achieved. On any given investment, loss of principal is possible.  Investment in Junior Securities. The securities in which a Fund invests (and in which the other investment funds to which it makes commitments invest) may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Page 13 Form ADV Part 2A (Solamere)  Director/Advisory Board Liability. The Fund may seek to obtain the right to appoint one or more representatives to the board of directors, advisory boards or similar governing body of Portfolio Company and Fund Investments in which it invests. Serving on the board of directors advisory boards or similar governing body of a Portfolio Company or Portfolio Fund Investment exposes the Fund’s representatives, and ultimately the Fund, to potential liability. Not every Portfolio Company or Portfolio Fund Investment may obtain insurance with respect to such liability, and the insurance they do obtain may be insufficient to adequately protect officers, directors or advisory board members from such liability.

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

 Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company is subject to cyber-attack or other unauthorized access is gained to a portfolio company’s systems, such portfolio company may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or portfolio company financial information; (iii) portfolio company software, contact lists or other databases; (iv) portfolio company proprietary information or trade secrets; or (v) other items. In certain events, a portfolio company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject a portfolio company, or the relevant Fund, to substantial losses. In addition, in the event that such a cyber-attack or other unauthorized access is directed at Solamere or one of its service providers holding its financial or investor data, Solamere, its affiliates or the Funds may also be at risk of loss.

 Pandemic Risks. As of the date of this Brochure, there is an outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), which the World Health Organization has declared to constitute a “Public Health Emergency of International Concern.” The outbreak of COVID-19 has resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in certain equity and debt markets. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, are creating significant disruption in supply chains and economic activity and are having a particularly adverse impact on transportation, hospitality, tourism, entertainment and other industries. As COVID-19 continues to spread, the potential impacts, including a global, regional or other economic recession, are increasingly uncertain and difficult to assess. Any public health emergency, including any outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on the Funds and their portfolio companies and could adversely affect a Fund’s ability to fulfill its investment objectives. Page 14 Form ADV Part 2A (Solamere)  Diverse Investor Group. Investors may have conflicting investment, tax, and other interests with respect to their investments in the Solamere Funds. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by the Solamere Funds, the structuring or the acquisition of investments and the structure, timing, or manner of disposition of investments. As a consequence, conflicts of interest may arise in connection with decisions made by Solamere, including with respect to the nature or structuring of investments or dispositions, that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for the Solamere Funds, Solamere will consider the investment and tax objectives of each Solamere Fund and its investors as a whole, not the investment, tax or other objectives of any investor individually.

 Material Non-Public Information; Other Regulatory Restrictions. As a result of the operations of the Adviser and its affiliates, the Adviser frequently comes into possession of confidential or material non-public information. Therefore, the Adviser and its affiliates may have access to material, non- public information that may be relevant to an investment decision to be made by a Fund. Consequently, a Fund 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.

Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent the Adviser or the funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of the Adviser’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by the Adviser or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives.
The information contained herein is a summary only and it is critical that investors refer to the
Governing Documents of the applicable Fund for a complete overview of Solamere’s investment
strategies and methods of analysis and the material risks associated therewith. The information
contained herein is qualified in its entirety by such documents. In addition, prospective investors
should also consult their own legal, investment, tax, regulatory and other advisers as to whether an
investment in a Fund is appropriate for them.

Page 15 Form ADV Part 2A (Solamere) please register to get more info

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the investment adviser or the integrity of its management. Solamere has no disciplinary matters required to be disclosed under this Item. Page 16 Form ADV Part 2A (Solamere) please register to get more info

A registered investment adviser is required to disclose whether it or any of its management persons are registered, or have an application pending to register, as a (a) broker-dealer or a registered representative of a broker-dealer, or (b) futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Neither Solamere nor any of its management persons are registered as such or have any application for such registration pending. The affiliated General Partner serves as the general partner to the Funds and in connection therewith maintains investments in those Funds. The Manager serves as the manager to the Funds and provides day- to-day management and advisory services to those Funds. Certain Adviser affiliates are also affiliated with the General Partner. As described in Item 6, this creates a potential conflict of interest in that it may cause the Adviser or the General Partner to take greater risks than they may have taken otherwise.

Certain employees of the Adviser invest directly in the Funds (including co-investment vehicles). The Adviser has adopted a Code of Ethics concerning trading by personnel of the Adviser that is designed to detect and prevent potential conflicts of interest between the Adviser and the Funds and Fund Investors. Please refer to Item 11 below for additional information regarding the Adviser’s Code of Ethics.

While Solamere does recommend investment advisers for investments made by the General Partner of the Funds (as disclosed elsewhere in this Brochure), it does not receive direct or indirect compensation from those advisers related to the advisers’ selection, nor does Solamere have business relationships with those advisers that create a material conflict of interest. However, because Solamere recognizes that certain of the Managing Partners have personal relationships with managers of certain advisers from time to time, Solamere proactively addresses any possible potential conflicts by requiring unanimous approval from its three Managing Partners before making any investment commitment to an adviser, and in addition by implementing and following the Code of Ethics and its mandates (as discussed in greater detail in Item 11 below). Page 17 Form ADV Part 2A (Solamere) please register to get more info

TRANSACTIONS AND PERSONAL TRADING
Solamere adheres to a principle of maintaining high ethical standards in its business practices and its investing process. In accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Solamere maintains a Code of Ethics (the “Code”). In general, the purpose of the Code is to (i) define the standards of business conduct, (ii) put in place certain reporting requirements and (iii) ensure safeguarding of proprietary and non-public information. The Code reflects the Firm’s view on dishonesty, self-dealing, conflicts of interest and trading on material, non-public information.

Fund Investors or prospective Fund Investors may obtain a copy of the Code by contacting the Chief Compliance Officer, James Killian, at [email protected].

The Code applies to Solamere’s “Access Persons.” Access Persons include, generally, any partner, officer or director of Solamere and any employee or other supervised person of Solamere who, in relation to the Advisory Clients, (1) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings or (2) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. All Solamere employees are deemed to be Access Persons.

The Code sets forth a standard of business conduct that takes into account Solamere’s status as a fiduciary and requires Access Persons to place the interests of Advisory Clients and Fund Investors above their own interests and the interests of Solamere. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of Solamere’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter.

The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Solamere recognizes the potential conflict when employees of an investment adviser make transactions in their personal securities accounts. Solamere reduces this risk by requiring pre- clearance of: (i) a direct or indirect purchase or sale of any securities of a company on Solamere’s Restricted List (described below), (ii) direct or indirect purchase or sale of beneficial ownership in a security in an initial public offering; and (iii) direct or indirect purchase or sale of beneficial ownership in a security in a limited offering. Access Persons must provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Advisers Act Rule 204A-1.

Solamere personnel who are involved in the process of providing investment advice are prohibited under the Code from taking any action including, but not limited to, the purchase or sale of securities, commodities or futures related account that could cause even the appearance of unfair or improper action. The Code requires that such personnel provide statements of all trades qualifying for disclosure on a quarterly basis. The Firm maintains a restricted list (the “Restricted List”) of securities for which the Firm is in possession of material, non-public information or any securities that Solamere or an affiliate hold board seats. Solamere also maintains a compliance policy and procedures manual and periodically performs steps to ensure that all employees are in compliance with the Code, policies and procedures. The compliance policies and procedures manual and the Code are updated periodically, and their adequacy and the effectiveness of their implementation are reviewed no less frequently than annually. Page 18 Form ADV Part 2A (Solamere) The Code also seeks to ensure the protection of nonpublic information about the activities of the Advisory Clients. As explained in Item 10 above, Solamere serves as an advisor to the Manager to the Funds, and the General Partner, which is a related person, serves as general partner of the Funds. Solamere, as an advisor to the Manager, and the General Partner, as general partner, recommend interests in the Funds to prospective Fund Investors.

The Managing Partners have investments in the Funds, and Solamere believes that these investments in the Funds demonstrate commitment to and alignment with the interests of its Fund Investors (the Managing Partners’ investment in the Funds are not subject to the management or performance-based fees described in Item 5 above).

In addition, it should be noted that the compensation structure of the Funds could potentially create certain conflicts of interest, which Solamere is aware of and seeks to address. First, the Management Fees paid by the Funds (1) are payable without regard to the overall success of the Funds or income earned by the Advisory Clients, and (2) may be material to the operation of Solamere and the financial interests of the Managing Partners. Second, the potential performance-based capital gain allocation could be seen as creating an incentive for Solamere or the Manager to recommend, and the General Partner to make, investments that are riskier or more speculative than in the absence of such a performance-based allocation potential.

The Managing Partners acknowledge that potential conflicts of interest may exist from this or any compensation relationship, and have sought to address these potential conflicts of interests in three ways. First, by designing the compensation structure so that it contains both prongs (i.e., Management Fees and performance-based allocation potential), Solamere believes that it mitigates the conflict that would arise if either prong were isolated as the sole available compensation – e.g., the stability of the Management Fee lessens the incentive to recommend and execute speculative investments that might exist if only a performance-based allocation potential were available. Second, Solamere carefully considers the risks involved in any investment and emphasizes investor capital preservation in its investment deliberations, as discussed in Item 8 above. The General Partner also requires unanimous Managing Partner approval for all investments, thus attempting to require deeper analysis, more group deliberation, and mitigation of any potential individual conflicts of interest. Third, the Code (discussed above) requires Access Persons to place the interests of Advisory Clients and Fund Investors over their own or those of Solamere, and all Access Persons are required to acknowledge their receipt and understanding of the Code.

Solamere and the General Partner provide extensive disclosure to Fund Investors regarding the potential risks that come with an investment in the Funds. Solamere does not regularly engage in interested transactions in which Solamere, or any related person, buys or sells for client accounts securities in which Solamere or a related person has a material financial interest. In certain instances, however, certain of the Funds have purchased securities from related persons. To mitigate any potential conflicts of interest posed by such transactions, in such instances Funds purchased the relevant securities at the same price as was paid by the related persons to purchase such securities. Page 19 Form ADV Part 2A (Solamere) please register to get more info

Solamere, directly or indirectly through affiliates provides its investment advisory services on a discretionary basis. Solamere generally recommends investments in private companies or private placements. These transactions do not typically involve brokers. Therefore, Solamere generally does not select or recommend broker-dealers for advisory client transactions. The General Partner may receive distributions in the form of stock provided by underlying Fund Investments or received when a private company completes an initial public offering. Solamere uses a brokerage firm to liquidate or distribute securities that become tradable in public markets. These transactions may be done in large block transactions or in smaller trades over a period of time. Solamere selects such brokers based upon a number of factors, including trading execution capabilities, commissions charged, experience handling private equity transactions, customer services capabilities and back-office support.

Solamere has not entered into any “soft-dollar” arrangements with brokers or dealers. (A “soft dollar” arrangement is an arrangement whereby an investment adviser directs client brokerage, or pays higher commissions, to a particular broker-dealer in return for research or other services from such broker-dealer.) Solamere also has not entered any into directed brokerage arrangements. (A “directed brokerage” arrangement is an arrangement whereby a client of an investment adviser instructs the adviser to direct a portion of its brokerage transactions to a particular broker-dealer.) Solamere or the Manager aggregates the purchase or sale of securities for certain of the Funds. The allocation of purchases among participating Funds is determined in accordance with each Fund’s Governing Documents. Participating Funds invest in each investment on substantially the same terms and conditions, and dispose of their investments at substantially the same time, on substantially the same terms, and in the same relative proportions as their holdings. Page 20 Form ADV Part 2A (Solamere) please register to get more info

The Solamere Managing Partners and investment professionals provide continual review and monitoring activity with respect to the Fund Investments and Portfolio Company Investments of the Funds. Such reviews include a review of existing investments, potential investments, investment policy, the suitability of the investments used to meet policy objectives, cash availability, and investment objectives. The investment team considers, among other things, investment performance, the investment’s sensitivity to market changes, and whether anything has changed subsequent to an initial investment decision that impacts the risk or potential return.

All investment decisions made by the General Partner require the unanimous consent of the Managing Partners. Solamere views risk from a macro-economic, industry, and company (operational and legal) perspective. Solamere reviews the Funds’ portfolio with investors at least once per year at our Annual Investor Meeting. In addition, we provide a quarterly report detailing the portfolio as agreed upon in each Fund’s Governing Documents. These reports include Fund financial statements, capital account statements, and a summary update. On an annual basis, the Funds provide annual audited financial statements to Fund Investors. Page 21 Form ADV Part 2A (Solamere) please register to get more info

No person is being compensated for any current or recent client referrals, nor is any such an arrangement being contemplated for the future. Page 22 Form ADV Part 2A (Solamere) please register to get more info

Solamere is deemed to have custody of the assets of the Funds by virtue of its (or its affiliate’s) role as General Partner or Manager of the Funds. A quarterly report detailing the portfolio as agreed upon in each Fund’s Governing Documents is provided to Fund Investors, which include Fund financial statements, capital account statements, and a summary update. Solamere complies with Rule 206(4)-2 under the Advisers Act by delivering audited financial statements to Fund Investors after the applicable Fund’s fiscal year end in the applicable time frames required by Rule 206(4)-2. To the extent necessary, Solamere maintains the assets of certain Funds in accounts with a “qualified custodian” pursuant to Rule 206(4)-2 under the Advisers Act. Page 23 Form ADV Part 2A (Solamere) please register to get more info

As outlined in Item 4, Solamere advises the Manager of each Fund and the General Partner, a related person, has discretionary authority to manage securities accounts on behalf of the Funds subject to the terms set forth in the Governing Documents. The Fund’s investment strategy is set forth in detail in the Fund’s Governing Documents. Fund Investors do not have the ability to impose limitations on the discretionary authority of Solamere and the General Partner. Fund Investors of certain of the Funds must generally execute a subscription agreement or similar document in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Further, Fund Investors of certain of the Funds must execute a limited partnership agreement that contains a power of attorney. Page 24 Form ADV Part 2A (Solamere) please register to get more info

Solamere, directly or indirectly through an affiliate, advises the General Partner who has the authority to vote client securities. Based upon Solamere’s business as an advisor to private equity funds (and lack of involvement in publicly-traded equities), it is not expected that proxy voting will occur frequently. There may be occasions, however, when Solamere or the Manager receives notices or proposals seeking the consent of a Fund.

In accordance with Rule 206(4)-6 under the Advisers Act, Solamere and the General Partner of the Funds have adopted Proxy Voting Policies and Procedures to address how Solamere will vote proxies on behalf of the Funds. The policy is designed to ensure that proxies are voted in the best interest of our Advisory Clients and the Fund Investors, including when there may be material conflicts of interest in voting proxies. An Advisory Client or Fund Investor may obtain a copy of Solamere’s Proxy Voting Policies and Procedures and information about how Solamere voted proxies by sending an e-mail to [email protected]

Solamere will vote proxies or solicitations in the best interests of the relevant Advisory Client. Prior to voting a proxy or solicitation addressed to a Fund, Solamere’s Chief Compliance Officer (or a designated person) and the principals and other investment personnel with knowledge of the relevant portfolio company or partner fund would review the proxy or solicitation to determine if there are any conflicts of interest. If a conflict is identified, such individuals would then make a determination as to whether the conflict is material or not, which may be in consultation with outside legal counsel or compliance consultants. If no material conflict is identified pursuant to these procedures, the proxy will be voted by majority and in accordance with the best interest of the relevant Fund. If a material conflict is identified, Solamere will determine what course of action is in the best interests of the affected Fund (which may include abstaining from a particular proxy vote or utilizing an independent third party to vote such proxies). Fund Investors do not have the ability to direct proxy or solicitation votes. Advisory Clients and Fund Investors may obtain additional information regarding how Solamere voted proxies or solicitations and may obtain a copy of Solamere’s voting policies and procedures by contacting Solamere as set forth above.

Page 25 Form ADV Part 2A (Solamere) please register to get more info

Solamere has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of any bankruptcy proceeding or any other events requiring disclosure under this item of the Brochure. please register to get more info