For purposes of this brochure, unless otherwise noted, the “Adviser” means each of (i) Silver Lake Technology Management, L.L.C. (“Silver Lake Technology Management”); (ii) Silver Lake Management Company II, L.L.C., Silver Lake Management Company III, L.L.C., Silver Lake Management Company IV, L.L.C., Silver Lake Management Company V, L.L.C., Silver Lake Management Company SPV-1, L.L.C., and Silver Lake Management Company SPV-2, L.L.C. (collectively, “Silver Lake Partners”); (iii) Silver Lake Waterman Management Company, L.L.C. and Silver Lake Waterman Management Company III, L.L.C. (collectively “Silver Lake Waterman”); (iv) Silver Lake Alpine Management Company, L.L.C. (“Silver Lake Alpine”); (v) Silver Lake Management Company Sumeru, L.L.C. (“Silver Lake Sumeru”); and (vi) Silver Lake Kraftwerk Management Company, L.L.C. (“Silver Lake Kraftwerk”); including (where the context permits) their general partners and affiliates that manage investments for, provide advisory services to, and/or receive Advisory Fees from the Funds (as defined below) (collectively the “Advisers”). Such affiliates are controlled by, or under common control with, Silver Lake Technology Management, but possess a substantial identity of personnel and/or equity owners with Silver Lake Technology Management. Such affiliates are formed for tax, regulatory, or other purposes in connection with the organization of the Funds (as defined below). The Adviser provides investment management and/or investment supervisory services to investment vehicles (the “Main 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 Adviser from time to time establishes certain investment vehicles (herein referred to as “Employee Co-Investment Vehicles,” and collectively with the Main Funds, as “Funds” and each individually as a “Fund”) through which certain current and former employees, members, officers, senior and special advisors, business relationships, and independent contractors of the Adviser and/or their family members, officers and employees of the Adviser’s affiliates and/or their family members, certain business relationships, certain investors in the Main Funds, or other persons close to the firm invest alongside one or more Main Funds in one or more investment opportunities. Such vehicles generally are contractually required, as a condition of investment, to purchase and exit their investments in each investment opportunity at substantially the same time, and on substantially the same terms, as the applicable Main Fund that is invested in that investment opportunity. The Adviser operates its business across five segments, consisting of: (i) Silver Lake Partners, which primarily focuses on private investments in large scale companies within the technology, technology-enabled, and related growth industries, using a broad variety of investment types and transaction structures. (ii) Silver Lake Waterman, which primarily focuses on debt and debt-like investments to later-stage private companies in the technology, technology-enabled, and related growth industries (iii) Silver Lake Alpine, which primarily focuses on non-control, downside-protected, privately negotiated structured equity and credit investments in large-cap technology, technology-enabled, and related growth companies globally. (iv) Silver Lake Sumeru, which has been focused on investments in middle-market companies within the technology, technology-enabled, and related growth industries. Silver Lake Sumeru Fund, L.P. (including its associated Employee Co-Investment Vehicle, the “SLS Fund”) is not making any new investments other than follow-on investments, and Silver Lake Sumeru is in the process of finding liquidity for its existing investments. (v) Silver Lake Kraftwerk, which has a portfolio of technology and technology-enabled growth businesses that seek to drive efficiency across the operations, energy, and resources industries. Silver Lake Kraftwerk Fund, L.P. (including its associated Employee Co-Investment Vehicle) is not making any new investments other than follow- on investments. The Adviser’s investment management and/or investment supervisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Funds, managing and monitoring the performance of such investments, and disposing of such investments. The Adviser serves as the investment adviser or sub-adviser to the Funds in order to provide such services. The Adviser provides investment management and/or investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund (the “Organizational Documents”), separate investment management agreements (each such investment management agreement, an “Advisory Agreement”), and/or side letters with investors (collectively, the “Governing Documents”). Investment advice is provided directly to the Funds, and not individually to the investors in the Funds. Investment restrictions for the Funds, if any, are generally established in the Governing Documents or offering documents of the applicable Fund. Silver Lake Technology Management is indirectly owned by certain members of its senior management as well as investment funds managed by Dyal Capital Partners (collectively, “Dyal”), a division within Neuberger Berman. Dyal does not have any authority over the day-to- day operations or investment decisions of Silver Lake Technology Management as they relate to the Funds, but it has certain customary minority protection consent rights. Each of Silver Lake Partners, Silver Lake Alpine and Silver Lake Kraftwerk is a wholly owned subsidiary of Silver Lake Technology Management, and Silver Lake Technology Management is engaged as a sub- adviser by each. Silver Lake Waterman Management Company, L.L.C. is wholly owned through an intermediate entity by Silver Lake Technology Management and Shawn O’Neill and Richard Stubblefield, Managing Directors of Silver Lake Waterman, and Silver Lake Waterman Management Company III, L.L.C. is wholly owned through Silver Lake Waterman Management Company, L.L.C. and Shawn O’Neill, Managing Director of Silver Lake Waterman, and Silver Lake Technology Management is engaged as a sub-adviser by Silver Lake Waterman. Silver Lake Sumeru is owned by Silver Lake Technology Management and Ajay Shah, Group Head and Managing Partner of Silver Lake Sumeru, and Silver Lake Technology Management is engaged as sub-adviser by Silver Lake Sumeru. Silver Lake Technology Management has been in business since 1999; Silver Lake Management Company II, L.L.C. (formerly known as Silver Lake Management Company, L.L.C.) since 2003; Silver Lake Management Company III, L.L.C. since 2006; Silver Lake Management Company IV, L.L.C. since 2012; Silver Lake Management Company V, L.L.C. since 2016; Silver Lake Management Company SPV-1, L.L.C. since 2017; Silver Lake Management Company SPV-2, L.L.C. since 2019; Silver Lake Waterman Management Company, L.L.C. since 2012; Silver Lake Waterman Management Company III, L.L.C. since 2018; Silver Lake Alpine Management Company, L.L.C. since 2018; Silver Lake Management Company Sumeru, L.L.C. since 2007; and Silver Lake Kraftwerk Management Company, L.L.C. since 2010. As of December 31, 2018, the Adviser manages approximately $43.2 billion of client assets (including committed but unfunded capital), all of which is managed on a discretionary basis. please register to get more info

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined below) or similar performance-based remuneration from a Fund. A Fund and/or its portfolio companies has in the past and is expected also in the future to make other payments to the Adviser or its affiliates for services provided to the portfolio companies. While such payments are in addition to the Advisory Fees, the Adviser will (except as described below) share these amounts with investors through a reduction in the amount of Advisory Fees paid by the applicable Fund in connection with the receipt of such amounts. This sharing arrangement benefits investors by reducing the amount of Advisory Fees to be paid to the Adviser by a pre- established sharing percentage that was negotiated between the Adviser and its investors. Additionally, consistent with the Governing Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Fund and/or the portfolio companies. Further details about certain common fees and expenses are set forth below.

Advisory Fees As compensation for investment supervisory services rendered to the Funds, the Adviser receives from each such Fund (except for Employee Co-Investment Vehicles) an advisory fee (each, an “Advisory Fee”) typically calculated based on committed capital or invested capital, with respect to such Fund. Advisory Fees paid by a Fund have in the past been, and are expected also in the future to be, reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Fund’s activities and investments, or by certain excess organizational or other expenses borne by such Fund, as described in more detail below. Advisory Fees paid by a Fund are indirectly borne by investors in such Fund, but such Advisory Fees are added to the cost of investment prior to any Carried Interest (as defined below in Item 6) taken by the Adviser. Advisory Fees charged to, and received from, the Funds are generally payable quarterly in advance for Silver Lake Partners, certain Silver Lake Waterman Funds, Silver Lake Sumeru, and Silver Lake Kraftwerk, and in arrears for other Silver Lake Waterman Funds and Silver Lake Alpine. Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis. As our investors are aware, the precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser through negotiations with investors in the applicable Fund, and are set forth in such Fund’s Governing Documents. The Advisory Fees and other fees and distributions described above are generally subject to modification, waiver 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 will typically not be disclosed to all other investors in the same Fund. Fees will often differ from one Fund to another, as well as among investors in the same Fund. The fee structures described above will be modified from time to time. In certain cases, the rate of Advisory Fees payable by an investor in a Fund will be lower based on the size of the investment in the Funds made by the investor if investment commitments meet certain size-based fee reduction qualifications. Such fee reduction arrangements, as applicable, are described in the relevant Funds’ Governing Documents. The Employee Co-Investment Vehicles and certain investors in a Fund that are current or former employees, business relationships, or “friends and family” of the Adviser or its personnel (“Adviser Investors”) will not typically pay Advisory Fees in connection with their investment in a Fund. The Adviser, in certain instances and in its discretion, has in the past lent and will in the future lend money to investors in the Employee Co-Investment Vehicles to make certain investments. 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 persons acting as a placement agent in connection with the offer and sale of interests in such Fund to certain potential investors, (2) expenses incurred by the Adviser in connection with the organization of such Fund that exceed a limit specified in such Fund’s Governing Documents and/or (3) certain Other Fees (as defined below) received by the Adviser or its affiliates. The amount and manner of any such reduction, if any, is set forth in the Governing Documents of the applicable Fund. To the extent an Other Fee relates to more than one Fund, the Adviser shall allocate the resulting Advisory Fee reduction among the applicable Fund(s) in accordance with the terms and provisions of the Organizational Documents of such Fund(s). Any such reduction of a Fund’s Advisory Fees will be limited to the extent of such Fund’s proportionate interest in any such portfolio company. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds.
Other Fees
Fees Payable by Portfolio Companies Transaction Fees As our investors are aware, the Adviser and its affiliates perform transaction-related, financial advisory and other services for, and in many instances will receive fees from, actual or prospective portfolio companies or other investment vehicles of the Funds, including fees in connection with structuring investments in portfolio companies and similar transactions with respect to such portfolio companies (such fees, “Transaction Fees”). Transaction Fees are often calculated as a percentage of the total enterprise valuation of the transaction, which is generally the aggregate amount of funds raised (including invested capital, rolled-over equity and debt assumed or financed by a Fund and/or the portfolio company and its subsidiaries and affiliates). Monitoring Fees As our investors are also aware, the Adviser and its affiliates may also receive “Monitoring Fees” pursuant to agreements with portfolio companies of the Funds governing the advice, consultation, operational enhancements and other similar ongoing services provided by the Adviser to such portfolio companies. As discussed below, these fees are shared with our investors, with the investors receiving the majority of the economic benefit of these fees due to a pre-established sharing percentage negotiated between the Adviser and its investors. The terms of a typical monitoring agreement may include (among other things) annual or other automatic renewals, the payment of Monitoring Fees (which may be fixed fees or calculated as a percentage of EBIDTA or similar performance metric), and, as our investors are aware, the acceleration of payment of the Monitoring Fees following certain milestones, such as an initial public offering, interim liquidity or realization event, sale or other strategic exit. In such instances, the Monitoring Fee has been earned, and is expected to be taken, without regard to whether the Adviser is expected to continue to be involved in the portfolio company. The lump- sum termination fee has been in the past and is likely in the future to be calculated as the present value of hypothetical foregone future payments (which in some cases exceed ten years, are subject to automatic extensions and renewal, extend past the term of a Fund, and/or may be based on an assumed growth in EBITDA or another metric used to calculate the fee). Such present value has been in the past and is likely in the future to be calculated using a discount rate as low as the risk-free rate, as determined by the Adviser. Since such agreements will often have prolonged terms, the financial effect of such acceleration has been in the past and is likely in the future to be substantial, particularly in the event such circumstances occur early in the life of the Fund’s investment in such portfolio company.

To mitigate any potential adverse effect of an accelerated Monitoring Fee on investors, the Adviser has adopted a policy prohibiting it from accepting any accelerated Monitoring Fee unless it determines either that (1) accepting the accelerated fee is either neutral or economically beneficial to investors in the Fund, taking into consideration the total amount of Advisory Fees that are currently and are likely in the future to be available for offset, or (2) the Adviser provides an offset to the Fund equal to the potential cost to investors of accepting the accelerated Monitoring Fee, such that investors would be no worse off by the acceptance of such accelerated fee, and any such offset is disclosed to investors of the Fund.

Additional Other Fees

As our investors are aware, in addition, the Adviser and its affiliates will often receive fees in connection with serving on the board of directors of a portfolio company (“Director’s Fees”). In addition, the Adviser and it affiliates may receive fees in connection with an unconsummated transaction (“Break-Up Fees”) and guarantor, surety, and other similar fees, including fees that are customarily received by structured equity and structured debt investors for the use of capital with respect to a Fund’s portfolio investments (e.g., commitment fees, funding fees and facility fees, including undrawn facility fees, together with Transaction Fees, Monitoring Fees, Director’s Fees and Break-Up Fees, the “Other Fees”). The amount and timing of Other Fees received by the Adviser are generally specified in the agreement or other documentation governing the transaction. Calculation of Other Fees Other Fees for the services described above are often established upon the initial consummation of an investment, though have in the past been, and are expected from time to time in the future to be, established after the investment consummation. Generally under the terms of the applicable Organizational Documents, for purposes of calculating any Advisory Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by the Adviser in connection with consummated or unconsummated transactions or in connection with generating any such Fees. Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto) or otherwise. Although Other Fees are in addition to the Advisory Fees, the Adviser will, except as detailed below, share these fees with investors through a reduction in the amount of Advisory Fees paid by the applicable Fund in connection with the receipt of such fees (except with respect to Employee Co-Investment Vehicles, which do not pay Advisory Fees). The amount and manner of such reduction, which is set forth in the Governing Documents of the applicable Fund, will involve applying a significant portion (as much as 100%) of Other Fees as a credit to benefit partners, typically expressed as a reduction to Advisory Fees to be paid to the Adviser. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. Further, if Other Fees relate solely to one or more Silver Lake Funds’ investment in a portfolio company, then such Other Fees shall only be allocated to the applicable Silver Lake Fund(s) (e.g. Other Fees related to a designated board seat granted to a Silver Lake Fund in respect of its equity investment therein shall only be allocated to such Silver Lake Fund, and not any other Silver Lake Funds that may also be invested in such company). Conflicts Relating to Payment of Other Fees

The payment of Other Fees by portfolio companies will in some, but not all, circumstances create a conflict of interest between the Adviser and its affiliates on the one hand, and the Funds and their investors on the other hand, because the amounts of these Other Fees and reimbursements (see “Expense Reimbursement” below) are often substantial and the Funds and their investors generally do not have a direct interest in these fees and reimbursements. In many cases with respect to the implementation of such arrangements, there is not an independent third- party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest will, in certain circumstances but not all circumstances, exist in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. The Adviser determines the amount of these Other Fees for the services provided and reimbursements in its own discretion (and not necessarily on an arms-length basis), subject to agreements with sellers, buyers, and management teams, the board of directors of, or lenders to, portfolio companies, and/or third party co-investors in the transactions certain of whom the Adviser may or will control and/or over whom the Adviser exerts meaningful influence. The amount of such fees and reimbursements will not necessarily (except in connection with the reductions described above) be disclosed to investors in the Funds. Payment of Stock as Other Fees In the event that the Adviser or one or more of its managing partners or employees, on behalf of the Adviser, receives stock of a portfolio company as an Other Fee due to service of a managing director or employee of the Adviser on the board of such portfolio company, once the Other Fees are run through the offset and limited partners are given their share of the value in accordance with a Fund’s Governing Documents, the Adviser or the recipient of stock may act in its own interest and may determine to sell or hold on to the distributed securities for such time as it shall determine, which creates a conflict of interest between the Adviser or its managing partners or employees, on the one hand, and a Fund. Payments Made to Third Parties As our investors are aware, from time to time, the Adviser and its affiliates also engage and retain senior or special advisors, advisors, consultants, and other similar professionals who are independent industry executives and not employees or affiliates of the Adviser and who receive payments from the Funds and/or from, or allocations with respect to, portfolio companies and/or other entities. In such circumstances, such fees or other compensation earned by such persons will be retained by them and will not be deemed to be earned by the Adviser and its affiliates. Such amounts will not be subject to the sharing arrangements described above and will not benefit the Fund or its investors. For a discussion of the material conflicts of interest created by the engagement of such persons, please see “Providers of Operations Support in Item 11 below. Expense Reimbursement As our investors are aware, a portfolio company will often reimburse the Adviser for expenses incurred by the Adviser in connection with its performance of services for such portfolio company, and such reimbursements are not generally included in the definition of “Other Fees” under the terms of the applicable Organizational Documents and typically will not be subject to sharing arrangements described above. Such expenses that are reimbursed include, without limitation, travel expenses, which often will include expenses for chartered or first-class travel and meals and entertainment expenses (including, as applicable, premium black car and other car services and premium meals (including outside normal business hours), and social and entertainment events, including closing dinners and mementos, with portfolio company management, customers, clients, borrowers, brokers and service providers), 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), indemnification expenses, certain legal expenses and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses and, in the case of certain of the Funds, compensation expenses relating to time spent by member(s) of the Value Creation Team (described below) in consideration of a potential investment or disposition and in effecting operational improvements for existing portfolio companies. For a discussion of material conflicts of interest created by the allocation and receipt of such expenses and reimbursements, please see Item 11 below.
Expenses
Adviser Expenses To the extent provided in the Governing Documents, the Adviser will bear all costs and expenses associated with the performance of its services under the Advisory Agreement except categories of costs and expenses designated in the Governing Documents as expenses to be borne by the relevant Fund. Fund Expenses Over the life of a Fund, aggregate expenses to be borne by that Fund (and as a result the investors) are usually substantial and will reduce returns to investors. All costs and expenses of operating a Fund will be borne thereby. As our investors are aware, consistent with the Organizational Documents of the Funds, such costs and expenses generally include all fees, costs, and expenses directly related to the investigating, purchase, monitoring, and sale of securities, expenses of custodians, legal counsel, accountants, administrators, tax advisors, consultants (including, but not limited to, consulting fees for senior or special advisors, advisors, and other similar professionals incurred by a Fund for the benefit of its portfolio company and independent representatives on behalf of a Fund, if applicable), brokers, agents, valuation firms for valuations, appraisals or pricing services, and other advisors and professionals, information technology expenses, including licensing and maintenance fees and the costs of developing, implementing and maintaining computer software and hardware and other technological systems for the benefit of a Fund, its investments or a portfolio company or potential investment, expenses related to attending industry meetings, conferences or similar events 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), risk management assessment expenses, and payments made to consultants and expenses related to research or to the provision of investment activity related market data and reporting (including research costs allocated by third-party groups, and including data and information service subscriptions, related systems and services from data providers and data management software). Such costs and expenses generally will also include travel (including private charter, first class, and/or business class airfare, private premium hired cars, premium lodging (including temporary housing, furnishings, etc.), ground transportation, and travel meals), insurance premiums of any director and officer liability or other insurance, including the insurance of which the Adviser and its affiliates are beneficiaries, indemnity, or litigation expense (including, without limitation, settlements of claims (whether involving alleged wrongdoing or otherwise) and payment of advisers in connection with litigation involving investment or other activities of a Fund), or the costs and expenses of any lenders, investment banks, and other financing sources. Such costs and expenses generally will also include out-of- pocket expenses incurred in connection with a Fund’s legal (which includes expenses incurred in connection with complying with provisions in side letter agreements, including “most favored nations” provisions), administrative, and regulatory compliance with U.S. federal, state, local, non-U.S., or other laws and regulations (including without limitation, expenses and other charges allocated or relating to such Fund’s activities (including software, accounting, legal, consulting and other expenses involved in the preparation and filing of Form PF (for some Funds) and other regulatory filings of the Adviser, general partner and its affiliates relating to such Fund’s activities, including the preparation and filing of any forms, schedules, filings, information or other documents necessary to avoid the imposition of withholding or other taxes pursuant to “FATCA” and Report of Foreign Bank and Financial Accounts)), out-of-pocket costs and expenses, if any, associated with any third-party examination or audits (including similar services) that are requested by one or more investors in a Fund, some expenses related to annual meetings of investors (for some Funds), limited partner advisory committee meetings, and investor reporting and any taxes, fees or other governmental charges levied against the Fund. A Fund typically reimburses the Adviser for expenses related to the organization and marketing (including related premium travel and lodging expenses) of the Fund, as well as the expenses related to transactions which are not consummated (including expenses that may have been borne by co-investment vehicles), and such reimbursements are not subject to the sharing arrangements described above unless they exceed a limit specified in such Fund’s Governing Documents, if any. The costs and expenses in connection with investigating, holding, and monitoring prospective or actual transactions are usually substantial and may include, without limitation, research expenses, travel expenses (including private charter, first class, and/or business class airfare, hired premium private cars, premium lodging (including temporary housing, furnishings, etc.), ground transportation, and travel meals), and other expenses such as business meals. In addition, a Fund will be responsible for all fees and expenses due for any legal, financial, accounting, valuation services, consulting, or other third party advisors or any lenders, investment banks, and other financing sources in connection with transactions that are not consummated and that the Adviser does not elect to pay. Out-of-pocket expenses associated with completed transactions, which expenses may include payments to certain advisers in connection with the consummated deal, generally will be reimbursed by portfolio companies, capitalized as part of the acquisition price of the transaction or reimbursed by the relevant Fund. From time to time, the general partner of a Fund 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 a general partner creates an SPV, consistent with the Organizational Documents of the Fund, 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. Co-Investment Vehicle Expenses

In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by an investor or investors alongside the Fund may be formed prior to or 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 and holding of an investment. As our investors are aware, however, if a proposed transaction is not consummated, no such co- investment vehicle generally will have been formed, and the full amount of any expenses and fees generated in the course of evaluating potential investments that are not consummated, such as out of pocket fees associated with due diligence, attorney fees and the fees of the other professionals (“Broken Deal Costs”) would therefore be borne by the Fund or Funds selected by the Adviser as proposed investors for such proposed transaction, absent a specific agreement to the contrary with a prospective co-investor. For example, co-investors will often not be parties to equity commitment letters or other similar obligations entered into as part of definitive agreements for the acquisitions of investments by a Fund. Similarly, co-investors, whether investing alongside a Fund or via a co-investment vehicle are not typically allocated any share of Break-Up Fees paid or received in connection with such an unconsummated transaction. Furthermore, 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 evaluated an investment or committed to invest in the proposed transactions), some or all of the Broken Deal Costs or Break-Up Fees 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-investors to which the co-investment opportunity was offered.

Furthermore, the Employee Co-Investment Vehicles will typically not be allocated any share of Broken Deal Costs incurred in connection with a proposed but not consummated transaction, and are not typically allocated any share of Break-Up Fees paid or received in connection with such an unconsummated transaction.

Allocation of Expenses From time to time the Adviser will be required to decide whether certain fees, costs and expenses should be borne by a Fund, on the one hand, or the Adviser on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among Funds and/or other parties. Certain expenses may be the obligation of one particular Fund and may be borne by such Fund or, expenses may be allocated among multiple Funds and entities. Such allocation determinations are inherently subjective and may present conflicts of interest for the Adviser. The Adviser will allocate fees and expenses incurred in connection with the offering and management of a Fund between the Adviser and the Fund in accordance with the Fund’s Governing Documents, and to the extent not addressed in the Fund’s Governing Documents, in the Adviser’s sole discretion, in each case using good faith and its reasonable judgment. The appropriate allocation between Funds, the Adviser, Investors and Third Parties (as defined below) of Broken Deal Costs will be determined by the Adviser and its affiliates in each case in accordance with the Fund’s Governing Documents, and to the extent not addressed in the Fund’s Governing Documents, in the Adviser’s sole discretion, in each case using good faith and its reasonable judgment. To the extent not allocated to a portfolio company, the Adviser will allocate fees and expenses incurred in the course of evaluation and making investments that are consummated between the applicable Fund(s) investing in (or proposing to invest in) such portfolio company. The Adviser will allocate fees and expenses to be borne by the Funds in accordance with the Fund’s Governing Documents or to the extent not addressed in such documents or agreements in its sole discretion, in each case using good faith and its reasonable judgment. In allocating fees and expenses related to investment opportunities, the Adviser generally shall adhere to the following procedures:
• Unless unusual circumstances apply that would call for a different result, the Adviser will allocate expenses across Funds based on each Fund’s pro rata participation in an investment opportunity (or anticipated participation for any transaction that is not consummated) or capitalize expenses in connection with the Funds investment, subject to any applicable Fund restrictions.
• The Adviser will track and allocate fees and expenses associated with each investment opportunity (by use of deal codes or other appropriate methods). In exercising its good faith and reasonable judgment to allocate fees and expenses, the Adviser is faced with a variety of potential conflicts of interest. For example, a conflict of interest could arise in the Adviser’s determination whether certain costs or expenses that are incurred in connection with the operation of a Fund meet the definition of partnership operational expenses for which such Fund is responsible, or whether such expenses should be borne by the Adviser. In addition, determinations made by the Adviser in this regard could later be determined by the Adviser after a subsequent review of allocations to be inaccurate, in which case the Adviser will undertake measures to correct such circumstance, including without limitation a reversal of the original expense allocations, if possible, or such other equitable adjustment believed by the Adviser, in its subjective judgment, to be the most appropriate corrective measure. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for any particular item or service may not reflect the relative benefit derived by such Fund from that item or service in any particular instance. 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), consistent with the allocation process described above.

As often required by a Fund’s Governing Documents, the Adviser has in the past and is likely to continue to cause one or more Funds to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable general partner, the Adviser and/or their respective directors, officers, employees, agents, representatives, members of the limited partner advisory committee and other indemnified parties, against liability in connection with the activities of the Funds. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Funds, co-investment vehicles, and/or the Adviser (including their respective directors, officers, employees, agents, representatives, members of the limited partner advisory committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds, co- investment vehicles, and/or the Adviser on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. In the event such correction is made, it is likely that a different allocation would result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies.
Carried Interest Payments
Please see Item 6 below regarding “Carried Interest” that Funds may pay.
Brokerage Fees
To the extent the Adviser utilizes the services of broker-dealers to effect portfolio transactions for a Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. please register to get more info

With respect to each Fund (except for Employee Co-Investment Vehicles and certain other co- investment vehicles), a portion of the profits, if any, of each such Fund generally is distributed to the Adviser as “carried interest” (the “Carried Interest”), pursuant to such Fund’s Governing Documents. The payment by some, but not all, Funds of Carried Interest, or the payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Fund), may create an incentive for the Adviser to disproportionately allocate time, services, or functions to Funds paying Carried Interest (or Funds paying Carried Interest at a higher rate), or allocate investment opportunities to such Funds. Generally, and except as otherwise set forth in the Governing Documents, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds; (ii) independent investment teams for each of Silver Lake Partners/Silver Lake Alpine, Silver Lake Waterman, Silver Lake Sumeru, and Silver Lake Kraftwerk; (iii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously; and/or (iv) contractual provisions and policies and procedures setting forth investment allocation requirements. In the case of Silver Lake Partners and Silver Lake Alpine, the Funds are expected to share integrated investment teams. Because it is possible there will be some overlap between the mandates of the two Funds, and employees who have carry are likely to have different economic interests in one Fund than the other, this conflict may be more pronounced as between these two Funds. The Adviser believes that the Allocation Policy (as described below in “Allocation of Investment Opportunities Between or Among Clients”) governing the allocation of investments between the two Funds will help to mitigate the impact of any such conflict. Additionally, the Adviser will devote such time as necessary to conduct the business affairs of each Fund in an appropriate manner. Please also see Item 11 below for additional information relating to how conflicts of interests are generally addressed by the Adviser, as well as Item 12 below regarding trade aggregation. please register to get more info

The Adviser currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds and not individually to investors in such Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act, and include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, government owned investment companies, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies, or other entities. The Adviser does not have a minimum size for a Fund, but minimum investment commitments are typically established for investors in the Funds. The general partner of each Fund may, in its sole discretion, permit investments below the minimum amounts set forth in the offering documents of such Fund. please register to get more info

Methods of Analysis and Investment Strategies
The Adviser’s investment strategies are discussed in more detail below. The following descriptions are qualified in their entirety by reference to the Governing Documents and private placement memorandum of each Fund. Unless otherwise indicated, references below to a “Fund” or the “Funds” refer to those Funds that engage in the relevant strategy and not to all Funds generally; similarly, references to an “Adviser” refer to the Silver Lake advisory entity that engages in the relevant strategy, and not to the Adviser generally. Silver Lake Partners: The Funds of Silver Lake Partners (with approximately $38.9 billion in assets under management (including committed but unfunded capital) as of December 31, 2018) primarily focus on private investments in large scale companies within the technology, technology-enabled, and related growth industries. The Adviser intends to effect this strategy using a broad variety of investment types and transaction structures, as well as a wide range of investment securities. Transactions may take many forms, including buyouts, spinouts, strategic investments, recapitalizations, turnarounds, restructurings, strategic toehold stakes, carveouts, acquisition financing, distressed securities, and structured securities. The Funds may invest in a number of different types of securities, including common stock, preferred stock, debt, convertibles, options, warrants, and combinations thereof. The Adviser’s ideal target company has (i) an established industry position, (ii) sustainable and profitable business model, (iii) a strong management team or one that the Adviser believes it can enhance, (iv) proprietary core technologies, (v) sound business processes, (vi) opportunities for value creation, and (vii) growth prospects that enhance returns. The Funds invest in companies that the Adviser believes are important participants in a variety of sectors. The Funds’ investments vary with respect to size and structure. The Adviser generally expects to focus on companies with enterprise values ranging from approximately $500 million to $20 billion or greater. The Funds generally expect to invest between approximately $200 million and $1 billion or more in equity per company (in one or more transactions), often supplemented by third-party debt and/or co-investor equity. The Funds occasionally invest in smaller companies, particularly where such investments possess unusually high growth opportunities and, therefore, prospects for outsized risk-adjusted returns. Silver Lake Alpine: The Silver Lake Alpine Fund’s strategy is primarily to pursue opportunities targeting investments in non-control, downside protected, privately negotiated structured equity and credit securities in large-cap technology, technology-enabled, and related growth companies globally. Silver Lake Alpine’s strategy focuses primarily on larger enterprises. Silver Lake Sumeru: The SLS Fund focused on private investments in middle-market companies within the technology, technology-enabled, and related growth industries. The Adviser implemented this strategy using a broad variety of investment types and transaction structures, as well as a wide range of investment securities. Transactions took many forms, including buyouts, spinouts, strategic investments, recapitalizations, turnarounds, restructurings, strategic toehold stakes, carveouts, acquisition financing, distressed securities, and structured securities. The Funds invested in a number of different types of securities, including common stock, preferred stock, debt, convertibles, options, warrants, and combinations thereof. The SLS Fund is not making any new investments other than follow-on investments, and Silver Lake Sumeru is in the process of finding liquidity for its existing investments. Silver Lake Kraftwerk: The Silver Lake Kraftwerk Fund focused on providing growth equity capital to companies in the energy and resource sectors. Although investments varied with respect to size and structure, the Adviser expected primarily to make minority investments in equity and equity-linked securities of between $20 million and $75 million. The Silver Lake Kraftwerk Fund is not making any new investments other than follow-on investments, and Silver Lake Kraftwerk is in the process of finding liquidity for its existing investments. Silver Lake Waterman: The Funds of Silver Lake Waterman primarily focus on making debt and debt-like investments in later-stage private technology, technology-enabled, and other growth companies. These privately negotiated investments generally have both debt and equity components, with a contractual return as well as equity upside. Each of Silver Lake Waterman Fund, L.P. and Silver Lake Waterman Fund II, L.P. are a licensed small business investment company (an “SBIC”), and each also participates in a longstanding public/private partnership with the U.S. Small Business Administration (the “SBA”). Each of these Funds, subject to the terms of the Small Business Investment Company Program (which is administered by the SBA), has access to up to $175 million of leverage (but collectively across Funds to no more than $350 million of leverage) at a maximum 2:1 debt to equity ratio at rates that are fixed after draw for 10 years in poolings that take place twice a year. The SBA debt may be recycled throughout the Funds’ investment period. Silver Lake Waterman expects to raise additional Funds, some of which intend to utilize limited partnerships that will apply for (but may not necessarily be granted) leverage from the SBA, and some that will not apply for or utilize leverage. Each Silver Lake Waterman fund has an Oversight Committee. The Oversight Committee is composed of representatives of Silver Lake Technology Management and Silver Lake Waterman The Adviser expects the current Silver Lake Waterman Funds to make mezzanine investments typically of between $5 million and $25 million per fund in later-stage private companies and may also make similar investments in public companies if it believes that the characteristics of the investments meet the Funds’ desired return and risk objectives. Silver Lake Waterman expects to raise additional Funds where the targeted investment size will be between $10 million to $75 million or more. Investment Approach of Silver Lake Partners, Silver Lake Alpine, Silver Lake Sumeru, Silver Lake Kraftwerk, and Silver Lake Waterman: The general investment strategy and approach of Silver Lake Partners, Silver Lake Alpine, Silver Lake Sumeru, Silver Lake Kraftwerk and Silver Lake Waterman is to (i) apply deep industry sector expertise, (ii) focus on attractive business models and/or companies with core advantages, (iii) invest in growth, (iv) conduct thorough due diligence, (v) add value to portfolio companies (to a greater or lesser degree depending on the strategy), and (vi) leverage the Silver Lake organization and investment platform. Apply Deep Industry Sector Expertise The Adviser believes that specialization is particularly critical within technology, since technology investing requires understanding of the associated technology, familiarity with industry-specific business models, relationships, and credibility within the sector. Moreover, technology companies regularly face crucial operating decisions relating to revenue generation, supply chain management, and technological change. When sourcing transactions, the Adviser (i) utilizes its extensive network of relationships with industry executives and advisors to generate unique and proprietary investment opportunities and (ii) employs its sector understanding and risk assessment to devise investment formats and capital structures it believes are appropriate for the company’s business plan. The Adviser structures its investments to enable investment in growth that, even if implying more conservative capital structures in certain cases, can lead to superior returns and exit alternatives. When executing transactions, the Adviser employs deep due diligence capabilities. When managing investments, to a greater or lesser degree depending on the strategy, the Adviser often assists technology executives with the value creation process by serving as an active investor and in many instances by deploying a Value Creation Team where applicable to the Fund’s strategy (described below). Finally, when realizing investments, the Adviser uses its knowledge of technology trends, competitive landscapes, and the public and private markets to determine the timing and mode of exit, including identifying potential strategic partners for portfolio companies. Focus on Attractive Business Models and/or Companies with Core Advantages The Adviser focuses on well-positioned companies within the technology industry. In the technology industry, market leaders often achieve better growth and profitability than less well- positioned competitors. Market leaders often are also able to sustain their businesses and grow market share during cyclical economic downturns. Moreover, leaders help to define industry standards, benefit as customers consolidate spending, and enjoy economies of scale that bolster margins and returns. The Funds generally focus on market leading businesses and companies vying for leadership. A technology leader usually possesses the following characteristics: leading market share or the ability to compete for leading market share, established customer base, strong brand, sound business model, proprietary technology, sustainable revenue and cash flow, and experienced management. The Funds also evaluate investments in companies that are undergoing financial distress or operational challenges but whose underlying technologies or business models form a foundation for potential future growth or leadership. Distressed companies usually are characterized by poor financial performance, impaired credits, or non- operating issues such as legal and regulatory challenges. However, these companies sometimes have strong customer bases or differentiated offerings that can be revitalized in connection with an investment. Invest in Growth The Adviser seeks to invest in companies that possess not only established business models and sustainable competitive advantages, but also revenue and profit growth opportunities. The Adviser targets companies whose core businesses support “base case” returns but whose embedded growth potential can generate significant upside, or persistent “alpha” that enhances exit prospects and can lead to outsized returns. The Adviser has observed that many leading technology companies, unlike many companies in other sectors, enjoy both established business and significant growth opportunities that result from sector-wide growth and dynamism. The Adviser seeks to identify companies with core business and growth prospects that are potentially undervalued by the public and private capital markets. Conduct Thorough Due Diligence The Adviser’s intensive due diligence process follows a methodology, as applicable to a greater or lesser degree depending on the individual strategies, that includes (i) evaluating the addressable market opportunity and the ability to compete, (ii) assessing management, (iii) evaluating underlying technology and customer satisfaction, (iv) identifying value drivers, (v) creating a fully articulated bottom-up business model, and (vi) building a “Value Creation Plan.” These elements are not listed in order of priority or importance. The Adviser’s mission, particularly with respect to the Silver Lake Partners strategy, is to function as a value-added partner to the management teams of technology companies competing for market leadership. Therefore, assessing the management team is a critical first step in any due diligence process. Second, the Adviser evaluates underlying technology and customer satisfaction. Third, the Adviser identifies value drivers, which are formed through a combination of company-specific due diligence investigations and the Adviser’s insights into the broader industry. Fourth, the Adviser creates a fully articulated bottom-up business model that crystallizes the business plan and translates it into projected financials and investment returns. This process also helps the Adviser to design appropriate investment formats and capital structures. Finally, in partnership with management and based on due diligence findings, the Adviser generally helps to formulate a Value Creation Plan for improving the business (to a greater or lesser degree depending on the strategy or investment). Through its thorough due diligence capabilities, coupled with its specialized sector knowledge, the Adviser seeks to create an information advantage and “alpha” in the portfolio. Add Value to Portfolio Companies Supplementing the Adviser’s focus on value creation, the Adviser established an internal “Value Creation Team” that is dedicated to effecting operational improvements in its portfolio companies. The Value Creation Team is specifically focused on helping existing and future portfolio companies (predominantly in the Silver Lake Partners portfolio) identify and create business improvement opportunities. A number of senior advisors and special advisors to the Adviser also complement the efforts of the Value Creation Team. These senior advisors and special advisors, while not employees, members, personnel, or affiliates of the Adviser, are independent leading professionals who have a strategic relationship with the Adviser and are available to provide valuable advice and services to the Adviser and its portfolio companies. Leverage the Silver Lake Organization and Investment Platform Since its inception, Silver Lake has continuously strived to improve its investment processes and its strategy. Silver Lake has also continued to strengthen and broaden its capabilities. Enhancements over time have included: growing the number of investment and value creation professionals to approximately 100; broadening its global presence by opening offices in London and Hong Kong; forming a dedicated Value Creation Team to assist portfolio companies; and significantly augmenting its professional staff in finance, legal, compliance, communications, investor relations, and other administrative functions. All Silver Lake strategies share a common philosophy: focus on growing markets where innovation creates opportunities and specialize in a complex sector and differentiate with deep domain expertise and a dedicated team. Many synergies exist within Silver Lake’s investment platform: improved deal flow across all Funds; expansive and deep industry expertise and insight; extensive relationships; rigorous investment processes; proven investment judgment; and the benefits from shared operations. As a result, we intend for the Funds to benefit from Silver Lake’s established investment platform and market leadership. Additional Notes about Silver Lake Alpine’s Investment Approach: Flexible, Non-Controlling Investments While Silver Lake Alpine will generally not seek to make controlling investments, the Adviser expects to have an active role with the management teams and boards of portfolio companies as a result of Silver Lake Alpine’s investments, and the Adviser ordinarily will not target investments resulting in passive tranche participation, though such passive participation may occur from time to time. While Silver Lake Alpine will largely focus on the more down-side protected portion of the capital structure, the Adviser expects that some of Silver Lake Alpine’s investments will include an equity component, for example through convertible securities, options, or warrants, or may take the form of preferred stock. These opportunities may arise in connection with strategic mergers and acquisitions, recapitalizations, growth financing, leveraged buyouts, and other corporate transactions. The Adviser believes that Silver Lake Alpine’s flexible investment program will allow it to selectively structure investments in target companies with potential yield from current or accrued income and a lower risk of principal loss than a traditional private equity investment, coupled with upside potential over an expected two to five plus year holding period on average. Investment Sourcing and Format Silver Lake Alpine is expected to pursue investments sourced directly for Silver Lake Alpine that meet its risk/return objectives, or at times investments that have been first evaluated by another Fund. From time to time, Silver Lake Alpine will likely invest in transactions involving or considered by Silver Lake Partners. Additional Notes about Silver Lake Waterman’s Investment Approach: Focus on Later-Stage Growth Companies The Adviser believes that later-stage growth companies are attractive targets for debt and debt- like investments because companies with an established core business, a track record of growth, and significant opportunities for continued expansion will find the Adviser’s solution-oriented financing compelling, as it is both less dilutive and easier to integrate into existing capital structures than traditional growth equity. The Adviser will specifically focus on finding companies that generally meet any combination of the following criteria, in its view: (i) demonstrated scale, typically between $10 million to $75 million in revenue; (ii) a path to profitability; (iii) a predictable and repeatable sales model with high levels of customer satisfaction; (iv) a well-understood and defensible market position; (v) coherent growth plans; (vi) a strong and stable management team; and (vii) an engaged board of directors. The Adviser intends to build and manage a portfolio of 25-50 companies over the life of these Funds with these types of characteristics, diversified across sectors within the technology, technology- enabled, and other growth industries. Seek to Protect the Funds’ Principal The Adviser is focused on protecting the principal of its mezzanine investments because such investments may have contractual interest payments, dividends and/or liquidation preferences that can create current income or capital appreciation for the Funds. The Adviser intends to invest in companies with enterprise value significantly greater than the Funds’ investment exposure. In general, the Adviser seeks to be covered by enterprise value that is at least two times the value of the Fund’s mezzanine investments. Additionally, the Adviser generally will either invest in companies on a secured basis where the Funds have a senior secured lien or second lien behind a limited amount of commercial financing against all or substantially all of the assets of a business, or structure debt-like preferred equity investments that are senior to other classes of equity. The Adviser intends to utilize a rigorous and thorough due diligence process to make underwriting decisions, modeled after Silver Lake’s comprehensive processes. When assessing business models and management teams, the Adviser will use its extensive experience and relationships to understand not only the long-term value drivers in a business, but also the management depth, investor syndicate, and overall team stability. In assessing exit potential, the Adviser will build detailed, bottom-up models based on public and private market fundamentals and seek guidance from experienced advisors, to understand a potential portfolio company’s ability to complete an initial public offering or merger and acquisition exit. The Adviser will also build a merger and acquisition “matrix” to ascertain the range and likelihood of possible acquisition outcomes, the breadth of logical acquirers, and potential valuation ranges under a variety of scenarios.
Risks
Risks Applicable to All Funds Investing in securities or other investments involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. In addition, material risks relating generally to all of the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for all of the Funds, include the following: Concentration of Investments in a Single Industry: The Funds’ portfolio companies will generally be concentrated in a single industry or sector, namely technology. Concentration in a single industry involves risks greater than those generally associated with diversified acquisition funds, including significant fluctuations in returns. The industry in which the Funds invest is challenged by various factors, including rapidly changing market conditions and/or participants, new competing products, services and/or improvements in existing products. The Funds’ portfolio companies will compete in this volatile environment. There is no assurance that products or services sold by the portfolio companies will not be rendered obsolete or adversely affected by competing products and services or that the portfolio companies will not be adversely affected by other challenges. Instability, fluctuation, or an overall decline within a single industry or sector will likely not be balanced by investments in other industries not so affected. In the event that such industries or sectors as a whole decline, returns to limited partners may decrease. Risk of Investment Concentration: The Funds may participate in a limited number of portfolio companies and, as a consequence, the aggregate returns of a Fund may be substantially adversely affected by the unfavorable performance of any single investment. Moreover, since all of the Funds’ investments may not perform well or even return capital, for a Fund to achieve above- average returns, one or a few of its investments may need to perform very well. There can be no assurance that this will be the case.

Risk in Effecting Operating Improvements: In some cases, the success of a Fund’s investment strategies will depend, in part, on the ability and the effectiveness of the Adviser’s efforts to improve the operating performance of portfolio companies following investments. Initiatives that may need to be taken in an effort to achieve improvements in operating performance include, among others, introductions of new products, changes in sales, marketing and distribution methods, implementation of new sourcing arrangements, reductions in manufacturing, overhead and other costs, enhancements and changes in the management team and identification, consummation and integration of add-on acquisitions. The proper identification and implementation of initiatives important to the achievement of improved operating performance is difficult and often requires substantial resources. The capabilities and resources of a portfolio company, even with the assistance of the general partner and the Adviser, may be insufficient to effect such proper identification and implementation, and there can be no assurance that portfolio companies will be successful in achieving improvements in operating performance. The failure to achieve improved operating results following investment may lead to losses or poor returns on investments. 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 may adversely affect the value of a Fund’s investments and/or increase the risks associated inherent in a Fund’s investments. The ability of companies, businesses, projects or assets to refinance debt securities depends on their ability to obtain financing, including by selling new securities in the high-yield debt or bank financing markets. The state of global credit markets, coupled with the uncertainty of the global financial system generally, makes it significantly more difficult than had been in the recent past for financial sponsors to obtain favorable financing terms for its investments. There can be no assurances that conditions in the global financial markets will not worsen and/or adversely affect one or more of a Fund’s portfolio companies (including with respect to performing under or refinancing their existing obligations), its access to capital or leverage, its ability to effectively deploy its capital or realize investments on favorable terms or its overall performance. Furthermore, market conditions may unfavorably impact a Fund’s ability to secure leverage on terms as favorable as more established borrowers in the market, or to obtain any leverage on commercially feasible terms. To the extent a Fund is able to secure financing for investments, increases in interest rates or in the risk spread demanded by financing sources would make the partial financing of investments with indebtedness more expensive and could limit such Fund’s ability to structure and consummate its investments. A Fund’s investment strategy and the availability of opportunities satisfying a Fund’s risk-adjusted return parameters relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast, or predict future events, and, in any event, past performance is not indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by the Adviser will prove correct, and actual events and circumstances may vary significantly.

Leverage: The Funds intend to utilize leverage directly and indirectly. The use of leverage will increase the volatility of a Fund. While the use of borrowed funds will increase returns if a Fund earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage will decrease returns if a Fund fails to earn as much on such incremental investments as it pays for such funds or will magnify a loss in the event the investment does not succeed as anticipated. The effect of leverage may therefore result in a greater decrease in the net asset value of a Fund than if the Fund were not so leveraged. In certain situations, more than one investment purchased by a Fund with the use of leverage may be held with the same bank, custodian or dealer. In such instances, these multiple leveraged investments may be linked and used to “cross-collateralize” the borrowings of the Fund. Because such investments may be “cross-collateralized”, a Fund could experience concurrent liquidation on multiple investments to satisfy its borrowing obligations. Credit Facilities and Lines of Credit: The Adviser in the past has obtained, and may again in the future obtain, one or more revolving or other credit facilities which are secured by the capital commitments of the investors of the Funds, and could be secured by other assets of the Funds as well. The Funds may use such credit facilities to cover Fund expenses or Advisory Fees, provide interim financing for an investment in anticipation of the receipt of permanent financing or capital contributions or distributions, or fund some or all of the capital necessary for certain investments in accordance with a Fund’s Governing Documents if the Adviser determines that such leverage is desirable in light of the investment objectives of a Fund (and while the Adviser currently expects that such borrowings will generally be interim in nature, asset level leverage (as opposed to interim financing), will not be subject to any limitations regarding the length of time such leverage may remain outstanding under the Governing Documents of the applicable Fund). In the event of a failure to pay or other event of default under any such credit facility, the lenders could require investors to fund their entire remaining unpaid capital commitments. In addition, in the event that the lenders require investors whose capital commitments have been pledged to fund their capital commitment to repay indebtedness, the failure of certain of those investors to honor their capital commitments could result in the remaining investors’ repayment obligations exceeding their pro rata share of the indebtedness. In addition, such borrowings may limit the investors’ ability to use their interests in a Fund as collateral for other indebtedness.

Required repayments of debt and related interest can adversely affect a Fund’s operating performance. Certain of the Funds, including but not limited to Silver Lake Partners V, L.P. (“SLP V”) already have, or are expected to have, significant credit facilities as well as holding and operating company debt for which such Fund provides a guarantee or equity support agreement, each of which may be subject to these various risks. A Fund may also incur additional debt in connection with future acquisitions of investments by the Fund’s portfolio companies. A Fund, in some instances, may borrow under its existing credit facility or borrow new funds to acquire investments. In addition, a Fund may incur or increase its leverage by obtaining loans secured by a portfolio of some or the entire portfolio investments acquired. In the event that a Fund is unable to repay any credit facility borrowings from its cash flows, the Fund may be required to dispose of an investment to repay the lender(s). If a Fund is required to dispose of an investment in order to repay lender(s) at an inopportune time or on an expedited basis, it may not realize as much value upon such disposition as it would receive in connection with an orderly disposition. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return, which will begin accruing when capital contributions to fund investments, or repay borrowings used to fund investments, are actually made to the relevant Fund. In light of the foregoing, the general partner of a Fund has an incentive to cause such vehicle to borrow in this manner in lieu of drawing down capital commitments. Furthermore, the Funds’ credit facilities may contain customary restrictions, requirements and other limitations on a Fund’s ability to incur indebtedness, including customary financial covenants and asset-level covenants in the case of non-recourse financing. A Fund’s ability to borrow under its credit facilities and, in certain cases, its ability to respond to changes in the performance of its investments are subject to these financial and other covenants. A Fund may also have to pay break funding costs if it satisfies a debt fully or partially within a certain period of incurring the debt. A Fund may be limited in its ability to respond to changing operational circumstances with respect to an investment in ways it would have done had it not been subject to asset-level covenants. It is expected that the costs to limited partners relating to the maintenance and/or use of a subscription line of credit, including relating to the drawdown on that line of credit, will be significant and there can be no guarantee that the benefit to limited partners from a Fund using a line of credit will be commensurate with the costs. Where a line of credit is used for longer term financing needs, capital calls are expected to occur less frequently and as a result may require larger capital calls than might be the case without use of the line, and such larger capital calls could lead to an increased risk of limited partner default.

To the extent that a Fund co-invests with any vehicles managed or controlled by Silver Lake, including any other Silver Lake Funds, vehicles and accounts (including vehicles formed to permit Silver Lake professionals to co-invest alongside a Fund), such Fund may incur indebtedness and guarantee obligations together with such vehicles on a joint and several or cross-collateralized basis (which may be on an investment-by-investment or portfolio-wide basis). While such arrangements may be joint and several with respect to the applicable Fund, such arrangements may not necessarily impose reciprocal joint and several obligations on such vehicles. As a result of the incurrence of indebtedness on a joint and several or cross- collateralized basis, a Fund may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. Moreover, a Fund could also lose its interests in performing investments in the event such performing investments are cross-collateralized with poorly performing or non-performing investments, including investments in other vehicles or Funds.

Valuation of Assets: There is no actively traded market for many of the securities owned by the Funds. When estimating fair value, a methodology is applied in light of the nature, facts, and circumstance 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 subjective judgements, and the resulting values will likely differ from values that would have been determined had an active market existed for such securities and will likely differ from the prices at which such securities may ultimately be sold. The Adviser has engaged an independent third-party valuation firm to provide valuation services for the majority of the securities owned by the Funds, which the Adviser believes may mitigate any potential conflicts of interest that may arise from the fact that valuations impact the Adviser’s track record and the performance allocation in certain Funds is calculated based, in part, on these valuations and that such valuations affect performance calculations. Potential Illiquidity of Fund Investments: The market value of the Funds’ investments will fluctuate with, among other things, changes in market rates of interest, general economic conditions and economic conditions in particular industries, the condition of financial markets, and the financial condition of the issuers of the Funds’ investments. In addition, the lack of an established, liquid secondary market for some of the Funds’ investments may have an adverse effect on the market value of the Funds’ investments and on the Funds’ ability to dispose of them. Additionally, the Funds’ investments may be subject to certain transfer restrictions that may also contribute to illiquidity. Therefore, no assurance can be given that, if a Fund is determined to dispose of a particular investment held by the Fund, it could dispose of such investment at the prevailing market price. Such illiquidity may adversely affect the price and timing of liquidation of the Fund’s investments. Some of a Funds’ investments may consist of securities that are subject to restrictions on resale by the Fund because they were acquired in a “private placement” transaction or because the Fund is deemed to be an affiliate of the issuer of such securities. Generally, a Fund will be able to sell such securities only under Rule 144 under the Securities Act, which permits limited sales under specified conditions, or pursuant to a registration statement under the Securities Act. When restricted securities are sold to the public, a Fund may be deemed to be an underwriter or possibly a controlling person, with respect thereto for the purposes of the Securities Act and be subject to liability as such under the Securities Act. Projections: Projected operating results of a company on which the Advisers may, in part, base the Funds’ investment normally will rely on financial projections prepared by each company’s management. In all cases, projections are only estimates of future results that are based upon 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.

No Assurance of Investment Return: None of the Funds, the Advisers, and their respective affiliates can provide any assurance whatsoever that a Fund will be successful in choosing, making, and realizing investments in any particular company or portfolio of companies. There is no assurance that a Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. There can be no assurance that any limited partner will receive any distributions from a Fund. Accordingly, an investment in a Fund should only be considered by persons for whom a speculative, illiquid, and long-term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment. Past performance of investment entities associated with Silver Lake and its affiliates is not indicative of future results. There can be no assurance that a Fund will achieve its investment objectives or that performance objectives of the Fund will be achieved. Investments in Levered Companies: While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a higher degree of risk. A Fund’s investments may involve varying degrees of leverage, as a result of which recessions, operating problems, and other general business and economic risks (as well as particular risks associated with investing in technology companies described above) may have a more pronounced effect on the profitability or survival of such companies. In addition, this leverage could accelerate and magnify declines in the value of the Fund’s investments in the leveraged portfolio companies in a down market. Moreover, any rise in interest rates may significantly increase a portfolio company’s interest expense, causing losses and/or the inability to service debt levels. If a portfolio company cannot generate adequate cash flow to meet debt obligations, a Fund may suffer a partial or total loss of capital invested in the portfolio company. Risk of Limited Number of Investments; Dependence on Performance of Certain Investments: The Funds may participate in a limited number of investments and, as a consequence, the aggregate return of a Fund may be substantially adversely affected by the unfavorable performance of any single investment. Moreover, since all of a Fund’s investments cannot reasonably be expected to perform well, or even return capital, for the Fund to achieve above- average returns, one or a few of its investments must perform very well. There can be no assurance that this will be the case. In addition, other than as set forth in a Fund’s Governing Documents, investors have no assurance as to the degree of diversification of the Fund’s portfolio investments, either by geographic region or asset type. To the extent a Fund concentrates investments in a particular issuer, industry, security, or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. Highly Competitive Market for Investment Opportunities: The activity of identifying, completing, and realizing attractive investments that fall within a Fund’s investment objective is highly competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to market conditions. The Funds will be competing for investments with other private investment vehicles, as well as individuals, companies, financial institutions, and other investors. Further, over the past several years, an ever-increasing number of private equity funds have been or are being formed (and many such existing funds have grown in size). Additional funds with similar investment objectives may be formed in the future by other unrelated parties. It is possible that competition for appropriate investment opportunities may increase, which may also require the Funds to participate in auctions, the outcome of which cannot be guaranteed, thus reducing the number of investment opportunities available to the Funds and adversely affecting the terms upon which investments can be made. Participation in auctions will also increase the pressure on the Fund with respect to pricing of a transaction. Moreover, the Funds will incur bid, due diligence, or other costs on investments which may not be successful. As a result, a Fund may not recover all of its costs, which would adversely affect returns. Additionally, competition for investment opportunities from other investment vehicles has increased on a global scale. Private equity and other funds, whether located in Europe, Asia or other emerging market regions, are making global competition increasingly intense. While the Adviser has offices in certain locations outside of the U.S., there can be no assurance that such offices will provide for a local footprint that equals the resources available to funds that are headquartered in such non-U.S. jurisdictions or have a larger presence in such jurisdictions. The addition of new non-U.S. sponsors to the market, as well as any reductions or changes in staffing or closing of any non-U.S. offices by the Adviser (possibilities for which there can be no assurance they will not occur) could intensify this effect. There can be no assurance that a Fund will be able to locate, complete, and exit investments which satisfy the Fund’s investment objective, or realize upon their values, or that it will be able to invest fully its committed capital. Minority Investments; Investments with Third Parties: The Funds may invest in minority positions of companies and in companies for which the Funds have no right to appoint a director or otherwise exert significant influence or protect their position. In such cases, the Funds will be significantly reliant on the existing management and board of directors of such companies, which may include representation of other financial investors with whom the Funds are not affiliated and whose interests may conflict with the interests of the Funds. The Funds may co-invest with third parties through joint ventures or other entities. Such investments involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial difficulties, resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with those of the Funds, or may be in a position to take (or block) action in a manner contrary to the Funds’ investment objectives. In addition, the Funds may in certain circumstances be liable for the actions of their third-party co-venturers. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements.

Investments Longer than Term: A Fund expects to make investments that may not be advantageously disposed of prior to the date that such Fund will be dissolved, either by expiration of such Fund’s term or otherwise. Although the general partner of such Fund expects that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution as the general partner has a limited ability to extend the term of a Fund, such Fund may have to sell, distribute, or otherwise dispose of investments at a disadvantageous time as a result of dissolution. In addition, although upon the dissolution of a Fund its general partner is generally required to use reasonable efforts to reduce to cash and cash equivalents such assets of such Fund as the general partner shall deem it advisable to sell, subject to obtaining fair market value for such assets and any tax or other legal considerations, there can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to the limited partners of such Fund will occur. Intellectual Property: Companies in the technology, technology-enabled, and other growth industries are often highly dependent upon intellectual property. Accordingly, an investment in a Fund involves a higher level of risks than an investment that is diversified across sectors that are less dependent upon intellectual property value. A Fund may be dependent upon the value of its portfolio companies’ intellectual property. Portfolio companies may incur substantial costs to protect intellectual property, including litigation to enforce intellectual property rights and defend against intellectual property violation claims from other companies. Litigation would involve a high degree of uncertainty. If the portfolio companies are unable to protect the value of their intellectual property or are found to violate other companies’ intellectual property rights, or incur substantial legal costs, the value of the portfolio investments could be materially impaired, and a Fund could incur losses.

Investment in Restructurings: Certain Funds may make investments in restructurings that involve portfolio companies that are experiencing, or are expected to experience, severe financial difficulties, which may never be overcome and may cause a portfolio company to become subject to bankruptcy proceedings. Such investments could, in certain circumstances, subject the Funds to certain additional potential liabilities, which may exceed the value of a Fund’s original investment therein. For example, under certain circumstances, a lender who has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to the Funds and distributions by the Funds to the limited partners may be reclaimed if any such payments or distributions are later determined to have been a fraudulent conveyance or a preferential payment or a similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by local statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability, and the bankruptcy court’s discretionary power to disallow, subordinate, or disenfranchise particular claims. Speculative Nature of Investments in Distressed Debt: The Funds may invest in distressed debt securities and instruments. Investments in distressed debt securities and instruments are inherently speculative and are subject to a high degree of risk. Companies experiencing financial distress are often those operating at a loss or with substantial variations in operating results from period to period. Companies experiencing financial distress may be involved in insolvency proceedings and have the need for substantial additional capital to support continued operations or to improve their financial condition and may have very high amounts of leverage. Distressed companies may have further inability to service their debt obligations during an economic downturn or periods of rising interest rates, may not have access to more traditional methods of financing, and may be unable to repay debt by refinancing.

The value of distressed debt securities and instruments tends to be more volatile and may have an increased price sensitivity to changing interest rates and adverse economic and business developments than other securities and instruments. Distressed debt securities and instruments are often more sensitive to company-specific developments and changes in economic conditions than other securities and instruments. Furthermore, distressed debt securities and instruments are often unsecured and may be subordinated to senior debt. Convertible Securities: The Funds may invest in convertible securities, which are bonds, debentures, notes, preferred stocks, or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted, or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed- income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases.

A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third-party. Any of these actions could have an adverse effect on a Fund’s ability to achieve its investment objective. Investments in Less Established Companies: The Funds may invest a portion of their assets in the securities of less established companies, or early stage companies. To the extent there is any public market for the securities held by the Funds, such securities generally are subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. Oftentimes, such companies also have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. Start-up enterprises usually do not have significant or any operating revenues, and any such investment should be considered highly speculative and may result in the loss of a Fund’s entire investment therein. The foregoing factors also increase the difficulty of valuing such investments. In addition, there can be no assurance that any such losses will be offset by gains (if any) realized on a Fund’s other investments. Middle-Market Companies: The Funds may invest in small and/or less well established companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they lack the management experience, financial resources, product diversification, and competitive strength of larger corporations. In addition, in many instances, the frequency and volume of their trading is substantially less than is typical of larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations. In addition, due to thin trading in some of those securities, an investment in those securities may be less liquid than an investment in many larger capitalization stocks. When making large dispositions, the Fund may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the trading volume of smaller company securities. Highly Volatile Instruments: The prices of derivative instruments, including credit default swaps, forward contracts, swaps, and options are highly volatile. Price movements of forward contracts and other derivative contracts in which a Fund’s assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationship, trade, fiscal monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene directly by regulation in certain markets, particularly those in currencies and financial instrument options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. A Fund is also subject to the risk of failure of any exchange on which its positions trade or of their clearing houses. Sovereign Risk: The right of certain portfolio companies of a Fund to generate, produce or sell its products may be granted by or derive from approval by governmental entities and are subject to special risks, including the risk that the relevant governmental entity will exercise sovereign rights and take actions contrary to the rights of a Fund or the relevant portfolio company under the relevant agreement. There can be no assurance that the relevant governmental entity will not legislate, impose regulations, or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of any portfolio company. Investments in Public Companies: A Fund’s investment portfolio may contain securities or instruments issued by publicly held companies. Such portfolio investments subject the Funds to risks that differ in type or degree from those involved with portfolio 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 Funds to dispose of such securities or instruments at certain times, increased likelihood of shareholder litigation against such companies’ board members, and increased costs associated with each of the aforementioned risks. Debt Investments: The Funds may invest in debt, which could include leveraged loans, high yield bonds or other instruments or securities. A material portion of the portfolio of certain prior Funds, including one or more Silver Lake Partners funds, has consisted of debt instruments and securities. Investing in debt can create various risks for the Funds. For example, debt investments will typically not provide the holders with any governance rights, and so the Funds’ ability to influence the success of the portfolio company may be significantly limited. In addition, the market for selling debt may not be as liquid as the market for selling public equity securities, which may impair the ability of the Funds to sell the investment at the opportune time. The Funds’ investment may be in debt which is subordinate to other outstanding indebtedness of a portfolio company, which exacerbates the risk that the value of the investment will be impaired if the portfolio company does not perform. If the debt investment is in a portfolio company in which the Fund or another Fund holds an equity investment, there is a risk that the Fund’s debt investment could be subjected to equitable subordination or recharacterization, either of which would potentially impair the value materially. Conversely, one Fund may hold equity that is subordinate to the debt held by another Fund or Funds. Investments in Private Companies: The Funds are expected to invest in privately held companies, which increases the risk of investing in such Funds. These companies will typically be smaller in scale and less capitalized than larger, more established businesses, and therefore particularly susceptible to economic downturns. The availability of information about private companies may be limited, and to the extent it is available, it may be unreliable. In addition, privately-held companies may have higher degrees of managerial risk due to a dependence upon a smaller number of managers. For these reasons, investments in private companies involve a high degree of risk and uncertainty, and therefore may cause the Funds to incur losses. Additional Capital: The companies in which the Funds invest from time to time require additional financing to satisfy their working capital requirements or business development strategies. The amount of such additional financing needed will depend upon the maturity and objectives of the particular portfolio company. Each such round of financing (whether from a Fund or other investors) is typically intended to provide a portfolio company with enough capital to reach the next major corporate milestone. If the funds provided are not sufficient, a portfolio company may have to raise additional capital at a price unfavorable to the existing investors, including a Fund. A Fund may make additional equity and/or debt investments or exercise warrants, options, or convertible securities that were acquired in the initial investment in such a portfolio company in order to preserve its proportionate ownership when a subsequent financing is planned, or to protect its investment when such portfolio company’s performance does not meet expectations. To the extent a portfolio company receives additional funding in subsequent financings and such Fund(s) does not participate in such additional financing rounds, the equity interests of such Fund(s) in such portfolio company will be diluted. The availability of capital is generally a function of market conditions that are beyond the control of a Fund or any portfolio company. There can be no assurance that the portfolio companies will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Accordingly, it is possible that one or more of the portfolio companies of the Funds will be unable to raise additional financing, resulting in a loss for such Fund and a negative impact on returns to limited partners of such Fund. Non-U.S. Investments: Certain Funds invest, or are expected to invest, a portion of their aggregate capital commitments outside of the U.S. Non-U.S. securities involve certain risk factors not typically associated with investing in U.S. securities, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which a Fund’s foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation; (iii) certain economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation; (iv) the possible imposition of foreign taxes on income and gains recognized with respect to such securities; and (v) less developed corporate laws regarding creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors. Additionally, political and social instability in the country in which a Fund invests could adversely affect such Fund’s investments in such countries. Such instability could result from, among other things, popular unrest associated with demands for improved political, economic, and social conditions and popular unrest in opposition to government policies that facilitate direct foreign investment. Governments of certain of these countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In addition, in some countries there is greater acceptance than in the United States of government involvement in commercial activities, and corruption. A Fund generally does not intend to obtain political risk insurance. Accordingly, government actions in the future could have a significant effect on economic conditions in such countries, which could affect private sector companies and the return from investments. Exchange control regulations, expropriation, confiscatory taxation, nationalization, restrictions on repatriation of capital, renunciation of foreign debt, political, economic or social instability, or other economic or political developments could adversely affect the assets of a Fund held in a particular country. Furthermore, in spite of Silver Lake’s policies and procedures, portfolio companies and/or their affiliates, particularly in cases where a Fund does not control such portfolio company, may engage in activities that could result in a violation of the U.S. Foreign Corrupt Practices Law (the “FCPA”). Any determination that Silver Lake has violated the FCPA, other applicable anti-corruption laws or anti-bribery laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect Silver Lake’s business prospects and/or financial position, as well as a Fund’s ability to achieve its investment objective and/or conduct its operations. CFIUS: President Trump recently signed into law the Foreign Investment Risk Review Modernization Act (“FIRRMA”), which expands the jurisdiction and powers of the Committee on Foreign Investment in the United States (“CFIUS”), the U.S. interagency committee that conducts national security reviews of foreign investment. FIRRMA authorizes CFIUS to review transactions that include the purchase or lease by, or a concession to, a foreign person of certain real estate in close proximity to air or maritime ports, military installations, or other sensitive national security facilities. Accordingly, certain investments by the Fund that include non-U.S. investors could be subject to CFIUS jurisdiction. FIRRMA will increase the number of transactions involving the please register to get more info

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Related General Partners
Certain entities controlled by or under common control with Silver Lake Technology Management serve as general partners of the Funds. For a description of any material conflicts of interest created by the relationship between the Adviser and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below.
Affiliate Advisers
Silver Lake Technology Management currently has eight adviser subsidiaries based in the United States: Silver Lake Management Company II, L.L.C.; Silver Lake Management Company III, L.L.C.; Silver Lake Management Company IV, L.L.C.; Silver Lake Management Company V, L.L.C.; Silver Lake Management Company SPV-1, L.L.C.; Silver Lake Management Company SPV-2, L.L.C.; Silver Lake Waterman Management Company, L.L.C.; Silver Lake Waterman Management Company III, L.L.C.; Silver Lake Alpine Management Company, L.L.C.; Silver Lake Management Company Sumeru, L.L.C.; and Silver Lake Kraftwerk Management Company, L.L.C. (collectively, the “Adviser Subsidiaries”).

Although the Adviser employs its own investment advisory personnel, the Adviser also utilizes the services of and obtains assistance from Silver Lake Europe LLP; Silver Lake Asia Limited; Silver Lake Asia, LLC, Japan Branch; Silver Lake (Shanghai) Investment Consulting Co., Ltd.; and Silver Lake Cayman, L.P. (collectively, the “Foreign Affiliate Sub-Advisers” and together with the Adviser Subsidiaries, the “Affiliate Advisers”). The Foreign Affiliate Sub-Advisers, to the extent they assist the Adviser in rendering investment advice with respect to one or more Funds, are considered “participating affiliates” of the Adviser and comply with the required record keeping and inspection provisions of the Investment Advisers Act of 1940 (as amended, the “Advisers Act”) set forth in the Uniao de Bancos de Brazilieros S.A. (July 28, 1992) no- action letter and similar SEC staff no-action positions. The Adviser subjects each of the Foreign Affiliate Sub-Advisers and their respective employees to the Adviser’s regulatory oversight and its Code of Ethics (see Item 11) together with its other compliance policies and procedures as adopted pursuant to the requirements of the Advisers Act (in addition to applicable local laws and regulations). Certain Foreign Affiliate Sub-Advisers are registered with the regulatory authorities in their local jurisdiction based on their particular business and requirements of local law. Typically, these Foreign Affiliate Sub-Advisers identify, evaluate and monitor investment opportunities and investments in the foreign jurisdictions in which they are located solely to advise the Adviser on investment opportunities for a Fund. The Foreign Affiliate Sub-Advisers also meet with potential and current non-U.S. investors but do not make investment-related decisions.

The Funds will have certain conflicts with the Adviser, affiliates of the Adviser, and other clients advised by the Advisers or affiliates of the Adviser. Consequently, for purposes of Items 6 and 11, (i) “Adviser” includes Silver Lake Partners, Silver Lake Sumeru, Silver Lake Kraftwerk, Silver Lake Waterman, and the Foreign Affiliate Sub-Advisers, and (ii) “Fund” includes any Fund advised by the Adviser.
Related Investment Advisers
Ajay B. Shah, the Group Head and Managing Partner of Silver Lake Sumeru (“SLS”), also serves as President and CEO of an SLS and Silver Lake Partners’ portfolio company, Smart Global Holdings. Mr. Shah is expected to remain active as Managing Partner of SLS and will keep his role on the SLS Investment Committee with respect to SLS’s ongoing dispositions. He is also currently involved in managing the affairs of SCP Management Company, LLC, an investment adviser exempt from registration under the Advisers Act under the so-called “Private Fund Adviser Exemption”, and certain of its affiliates, including Shah Capital Partners, Inc. Shah Capital Partners, Inc. manages two investment partnerships, Shah Capital Partners, LP, and Shah Special Opportunities Fund, LP. Neither of these investment partnerships makes new investments and both partnerships are in the runoff phase of their life. Mr. Shah receives compensation from SCP Management Company, LLC or its affiliates in the form of profit sharing.

Many Silver Lake Sumeru professionals have begun working for other investment advisers (each such adviser, an “Other Adviser”), including (i) Sumeru Equity Partners, LLC (“SEP”), an unaffiliated adviser which provides advisory services to Silver Lake Sumeru pursuant to a Sub- Advisory Agreement between Silver Lake Sumeru and SEP (the “Sumeru Sub-Advisor Agreement”), and (ii) Hollie Moore Haynes has co-founded a private equity fund called Luminate Capital Partners (“Luminate”) that is unaffiliated with either Silver Lake or SEP. Adviser Personnel (as defined in Item 11, below) may invest in or alongside funds managed by SEP, Luminate or Other Advisers. For more information on the Other Advisers (including SEP) and any conflicts of interest related thereto, please see Item 11 below.

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Trading
Code of Ethics
The Adviser has adopted a written Code of Ethics that is applicable to all of its members, officers, and employees, as well as officers and employees of its affiliates (together, “Adviser Personnel”) and certain independent contractors and non-employee advisors (collectively, “Adviser Covered Persons”). The Code of Ethics, which is designed to comply with Rule 204A- 1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Adviser Covered Persons and their covered family members generally may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms of the Code of Ethics; however, with limited exceptions, Adviser Covered Persons and their family members are generally prohibited from holding the publicly traded securities of individual companies in the technology sector, with few exceptions. Under the Code of Ethics, Adviser Covered Persons are required to file certain periodic reports with the Adviser as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Covered Persons who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension, or dismissal. Adviser Covered Persons are also required promptly to report any violation of the Code of Ethics of which they become aware. Adviser Covered Persons are required to certify annually their 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: Sharon B. Binger, Chief Compliance Officer and Director of Litigation: Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.
Participation or Interest in Client Transactions
Entities affiliated with, and personnel of, the Adviser invest in and alongside the Funds, either through the general partners, as direct investors in the Funds, or otherwise, such as through side- by-side co-investment vehicles. No Advisory Fee is charged nor Carried Interest taken on 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 Fund (including a purchaser 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 from time to time regularly provides certain information to one or more prospective investors or limited partners that it does not 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 investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management, and other services to the Funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time, conflict with the interests of the Adviser, other Funds, co-investment vehicles, or their respective affiliates. A description of certain of these conflicts of interest, as well a description of how the Adviser addresses such conflicts of interest, can be found below. Further, the Adviser has a Conflicts Committee that, among other things, is designed to review other scenarios that may implicate potential conflicts of interest, such as an allocation between Funds if the opportunity to share investments presents itself.

The Adviser from time to time establishes certain investment vehicles through which certain Adviser Personnel, and independent contractors and/or their family members of the Adviser, and/or family members of the Adviser’s affiliates, certain limited partners of the Main Funds, certain business associates, or other persons close to the firm invest alongside one or more Main Funds in one or more investment opportunities. Such vehicles generally are contractually required, as a condition of investment, to purchase and exit their investments in each investment opportunity at substantially the same time, and on substantially the same terms, as the applicable Main Fund that is invested in that investment opportunity. Such co-investment vehicles (including Employee 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 reasonable judgment, in consultation with its Conflicts Committee, as appropriate, but in its sole discretion. In resolving conflicts, the Adviser considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer term courses of dealing. Conflicts may be managed by, without limitation:
• establishing an information barrier or other similar restriction to segregate the information within the Adviser which may give rise to a conflict, although the Adviser is only able to do this in certain circumstances since it currently generally runs a unified business;
• segregating responsibilities of individuals or causing any affected individual to appropriately recuse himself or herself from any relevant matter;
• seeking to ensure that the interests of the Adviser and the Funds are aligned to the greatest extent practicable and to minimize non-conforming treatment or the creation of differential interests in the structuring of the applicable arrangement;
• adopting and implementing policies and procedures designed to reduce or eliminate certain conflicts of interest;
• acting in a manner prescribed in the relevant Fund documents (e.g., allocating transaction fees between the Adviser and a Fund in accordance with the fee sharing provisions set forth in the relevant partnership agreement); or
• disclosing the existence of such conflicts in the relevant Fund documents (e.g., a Fund’s private placement memorandum) or in other communications to investors. Certain provisions of a Fund’s documents are designed to protect the interests of investors or provide for certain forms of disclosure in situations where conflicts may exist, although these provisions do not necessarily eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund or its ability to achieve its investment objectives in the absence of such a conflict. In addition, many Funds have established a limited partner advisory committee, consisting of representatives of investors. The limited partner advisory committees meet as required (but not less than twice a year) to consult with the Adviser as to certain potential conflicts of interest and as otherwise deemed appropriate by the Adviser. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion. Conflicts The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not describe all of the material conflicts that may be faced by a Fund. Other conflicts are disclosed throughout this brochure, and the brochure should be read in its entirety and in conjunction with the applicable Fund documents and other investor disclosures for other conflicts. Allocation In connection with its investment activities, the Adviser encounters situations in which it must determine how to allocate investment opportunities among various clients and other persons, which include, but are not limited to, the following:
• the Main Funds;
• any 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) (the investors in such co-investment vehicles may include Adviser Investors and/or individuals and entities that are not investors in any Main Funds (“Third Parties”));
• 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);
• The Adviser itself and/or its personnel, members or partners; and
• Adviser Investors and/or Third Parties acting as “co-sponsors” with the Adviser with respect to a particular transaction. Allocation of Investment Opportunities Between or Among Clients In allocating investment opportunities, the Adviser is faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structure, the Adviser may have an incentive to allocate investment opportunities to Funds from which the Adviser or its affiliates derives, directly or indirectly, a higher fee, compensation or other benefit. To address these potential conflicts of interest, the Adviser has adopted written policies and procedures relating to the allocation of investment opportunities and makes allocation determinations consistently therewith.

The Adviser has an Allocation Policy designed to allocate investment opportunities consistent with its fiduciary duties to each of the Funds and in light of possible overlapping mandates between more than one Fund. The Allocation Policy takes into account any contractual or other obligations under the Governing Documents along with the core strategy of each Fund in setting forth certain factors that shall be considered in considering whether or how to allocate an opportunity, either to a single Fund or between more than one Fund. Among the factors the Adviser will take into account when considering allocation decisions are the following: (i) the nature of the potential investment; (ii) the expected amount of aggregate capital required to make the investment as well as the relevant Funds’ current and projected capacity for investing (including for any potential follow-on investments); (iii) the targeted rate of return and investment holding period of the potential investment as well as the relevant Funds; (iv) the existing portfolio of investments of the relevant Funds, including a Fund’s existing positions in a particular security or issuer; (v) the investment opportunity’s risk profile; (vi) the expected life cycle of the relevant Funds; (vii) the ability of the relevant Funds to accommodate structural, timing and other aspects of the investment process; (viii) suitability of the potential investment as a follow-on investment for a current portfolio company of a Fund; (ix) availability of other suitable investments for the relevant Funds; (x) supply or demand of an investment opportunity at a given price level; (xi) legal, tax, contractual, regulatory and other considerations deemed relevant by Silver Lake Compliance; (xii) a Fund’s investment policies and restrictions, guideline limitations, targets or investment objectives; (xiii) the size of a particular Fund; (xiv) transaction sourcing; (xv) mitigation of conflicts; (xvi) diversification; (xvii) any applicable confidentiality and/or material non-public information considerations arising from the allocation of the investment; (xviii) lender covenants; and (xix) such other factors as the Adviser may reasonably deem relevant in good faith. The Adviser will not allocate investment opportunities, in whole or in part, based on (i) the relative fee structure or amount of fees paid by the Fund or (ii) the profitability of the Fund. In addition, while no such restrictions currently exist, in the future certain funds or accounts could be subject to legal and regulatory restrictions under the Investment Company Act of 1940, as amended, that may prevent the Fund from receiving allocations of investment opportunities also held or allocable to such regulated funds or accounts or investing in different types of securities or instruments issued by the same issuer or its affiliates.

The Adviser may give advice and recommend assets, instruments, loans, securities or other investments to Funds or accounts managed by the Adviser which may differ from advice given to, or assets, instruments, loans, securities or other investments recommended or bought for another Fund even though the investment objectives of such Funds or managed accounts may be the same or similar.

Moreover, while the Advisers generally seek to use reasonable efforts to avoid cross-guarantees and other similar arrangements, it is possible that a counterparty, lender or other unaffiliated participant in such transaction requires or desires facing only one fund entity or group of entities, which may result in a Fund being (i) solely liable with respect to its own share and such third party for other Funds’ or affiliated entities’ share of the applicable obligation and/or (ii) jointly and severally liable for the full amount of such applicable obligation, in each case which would result in the Funds entering into a back-to-back or other similar reimbursement agreement. In such situations it is not expected that any of the Funds or affiliated entities would be compensated (or provide compensation to the other) for being primarily liable vis-à-vis such third party counterparty. See “Conflicts Related to Purchases and Sales” below for additional information on Funds co-investing with other Funds.

In addition, allocation of such opportunities by the Adviser requires it to make subjective judgments regarding application of the above guidelines. The Adviser may itself be conflicted when making such judgments in the event it may have disparate respective economic interests as between the Funds. In addition, any such judgments and application involves inherent conflicts and risks that assumptions regarding investment opportunities will not ultimately prove correct and there can be no assurance that the subjective judgments made by the general partner will prove correct in hindsight. Furthermore, certain Funds may also receive priority with respect to the general partner’s ability to allocate investment opportunities, including where such opportunities are within the common objectives and guidelines of the Funds (which allocations are to be made on a basis that the general partner believes in good faith to be fair and reasonable and consistent with the Adviser’s allocation policies and procedures). There can be no assurance that the application of the guidelines and factors set forth above will result in a Fund participating in all investment opportunities that fall within its investment objectives. In addition, certain current and former employees, personnel and non-employee access or non- access advisors of the Adviser invest indirectly and may be permitted to invest directly in Funds and may therefore participate directly or indirectly in investments made by the Funds in which such people invest, and in varying amounts. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund, or making other determinations with respect to a Fund’s interests.

Allocation of Co-Investment Opportunities to Third Party Co-Investors There may be times when an investment opportunity or other transaction is appropriate for both a Fund or Funds and third party investors who are not affiliates of the Adviser (the latter, collectively, “Third Party Co-Investors” and each individually, a “Third Party Co-Investor”). The Adviser’s policies are intended to provide a general process to prioritize how to allocate investment opportunities to such co-investors; however, it is not intended to address a Fund’s investment alongside third parties, such as other investment firms or corporate institutions, for which the target company may have authority over such allocation or invited such party to invest.

To the extent an investment opportunity is appropriate for both a Fund or Funds and either Third Party Co-Investors or an Employee Co-Investment Vehicle, such investment opportunity will also be allocated first, to the Employee Co-Investment Vehicle, provided there is a contractual arrangement in place with the applicable Fund investors, such as the provision in most of the Funds’ partnership agreements allowing for an Employee Co-Investment Vehicle to coinvest up to 5% of the allocation of any investment opportunity; and then next, to any Third Party Co- Investors (or an additional allotment to an Employee Co-Investment Vehicle), only if there is additional capacity to participate in such opportunity beyond full participation by all Funds interested in such opportunity, as determined by the Adviser in good faith, in accordance with the partnership agreement of such Fund.

Notwithstanding the foregoing, the Adviser will evaluate each situation with a view toward acting in the best interests of the Fund or Funds, and where necessary or appropriate, may deviate from the general framework described herein if the Adviser believes in good faith that doing so would be beneficial to such Fund(s). California Public Employees’ Retirement System (“CalPERS”) has a contractual right to co- invest previously elected amounts alongside Silver Lake Partners IV, L.P. (“SLP IV”) and SLP V. Other than those investors and as set forth herein or in a Fund’s Governing Documents, subject to the Adviser’s Allocation Policy, in general, (i) no investor in a Fund has a right to participate in any co-investment opportunity, (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, but not limited to, counterparties in the transaction), (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 a co-investment opportunity than originally requested, (iv) certain persons other than investors in the Funds 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 may purchase their interests in a portfolio company at the same time as the Funds or may 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). A non-binding acknowledgement by the general partner of a limited partner’s interest in co- investment opportunities does not require the general partner to notify such limited partner of any co-investment opportunity or make an offer thereof.

Once a determination has been made that excess capacity for Third Party Co-Investors exists, the general partner will exercise full discretion in deciding how to allocate a co-investment opportunity taking into account various facts and circumstances deemed relevant by the general partner, and may be incentivized to favor one investor over another based on a number of factors. It is possible that some investors will receive multiple opportunities for co-invest while others will receive none. In accordance with the Adviser’s allocation policies, facts and circumstances may include, but are not limited to, the following: the Adviser’s evaluation of optimal deal structure and participants to maximize returns for a Fund on a deal-by-deal basis; the ability of potential co-investor to make a meaningful contribution to the transaction, such as in sourcing or completing the transaction or providing operational skills or insight (inclusive of past contributions such as providing help sourcing and/or analyzing the transaction); the overall strategic or other benefit of offering an investment opportunity to such potential co-investment party; the Adviser’s evaluation of the capacity and financial resources of potential co-investor and the Adviser’s perception of the ability of that person or entity (in terms of, for example, staffing, expertise, and other resources) to participate efficiently and expeditiously in the investment opportunity without harming or otherwise prejudicing the relevant Fund(s), in particular when the investment opportunity is time-sensitive in nature, as is typically the case; if the potential co-investor is an investor in the Fund(s), the size of its capital commitment to the Fund(s); the likelihood that the potential co-investor would require governance rights that would complicate or jeopardize the transaction (or, alternatively, whether the investor would be willing to defer to the Adviser and assume a more passive role in governing the portfolio company); any conditions that would require particular structuring implementation or covenants of the potential co-investor that would not otherwise be required; the Adviser’s concerns regarding confidentiality or regulatory issues in connection with providing the potential co-investor with specific information relating to the investment opportunity in order to permit such party to evaluate the investment opportunity; the Adviser’s evaluation of its past experiences and relationships with the potential co-investor, such as the willingness or ability of such party to respond promptly and/or affirmatively to opportunities previously offered by the Adviser, the expected amount of negotiations required in connection with a potential co-investor and the transparency and predictability of the potential co-investor’s investment process; the Adviser’s understanding of a potential co-investor’s openness and ability to participate in any initial (and, if relevant) follow-on investment opportunities, should they arise; the character and nature of the co-investment opportunity (including structure, geographic location, tax characteristics, applicable regulation and relevant industry); the level of demand for participation in such co- investment opportunity; any interests a potential co-investor has in any competitors of the portfolio company; the Adviser’s evaluation of whether the investment opportunity may subject the potential co-investor to legal, regulatory, reporting, public relations, media, or other concerns or burdens that make it less likely that the potential co-investor would act upon the investment opportunity if offered; any issues that could influence the Adviser in its decision to invite one or more potential co-investors to participate, such as that they are subject to FOIA and/or whether participation could increase the risk of antitrust or CFIUS approval; the Adviser’s evaluation of whether the profile or characteristics of the potential co-investor may have any other impact on the viability or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, if the potential co-investor is involved in the same industry as a target company in which a Fund wishes to invest, or if the identity of the potential co-investor, or the jurisdiction in which the potential co-investor is based, may affect the likelihood of a Fund being able to capitalize on a potential investment opportunity); the Adviser’s belief, in its sole discretion, that allocating investment opportunities to the potential co-investor will help establish, recognize, strengthen, and/or cultivate relationships that may provide indirectly longer-term benefits to the Funds or future Funds, in each case including their portfolio companies, or to the Adviser in its ability to generate new investment opportunities for the Funds or future Funds; and any other facts or circumstances that the Adviser deems appropriate or relevant.

The factors above are not listed in order of importance or priority and the Adviser is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances.

In connection with any such co-investment by Third Party Co-Investors, the Adviser expects to establish one or more investment vehicles managed or advised by the Adviser to facilitate such co-investors’ investment alongside a Fund. Co-investments may be offered by the general partner on such terms and conditions (including with respect to management fees, administrative fees, carried interest and related arrangements) as will be negotiated by the general partner and the potential co-investors on a case-by-case basis in their respective sole and absolute discretion. Other terms of future co-investment vehicles may differ materially, and in some instances may be more favorable to the Adviser than the terms of the Fund, and such different terms may create an incentive for the Adviser to allocate a greater or lesser percentage of an investment opportunity to the Fund or such co-investment vehicles, as the case may be. Such incentives will from time to time give rise to conflicts of interest, and there can be no assurance that such conflicts of interests will be resolved in favor of the Fund. Accordingly, any investment opportunities that would have otherwise been offered or allocated, in whole or in part, to the Fund may be reduced and made available to co-investment vehicles. The Adviser has implemented mitigants to address these potential conflicts, including by having a Conflicts Committee that can review certain allocation decisions. The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among various potential co-investors in the manner discussed above may not, and often will not, result in proportional allocations among such co-investors, and such allocations may be more or less advantageous to some such co-investors relative to other such co-investors. While the Adviser will determine how to allocate investment opportunities using its reasonable judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable to the Fund as they would be if the conflicts of interest relating to co-investment discussed herein did not exist. To the extent the Governing Documents of the Funds contain parameters or restrictions on “co-investment” or matters related thereto (including restrictions on the Adviser and its affiliates with respect to co- investments alongside the Fund), “co-investment” will generally be interpreted to mean those situations where an investment is being made at or around the same time, and in the same securities, as the Fund is acquiring in a privately negotiated transaction (and not in the open market). In any other circumstances, an investment by the Adviser and its affiliates, even if in a portfolio company of a Fund, will not be considered “co-investment”.

In the event the Adviser offers an investment opportunity to potential co-investors, there can be no assurances that such investment will be participated in by any potential co-investor, if at all, that the closing of such co-investment will be consummated in a timely manner, that such co- investment will take place on the terms and conditions that will be preferable for the Fund or that expenses incurred by the Fund with respect to the syndication of such co-investment will not be substantial. In the event that the Adviser is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, the Fund may consequently hold a greater concentration and have greater exposure in the related investment opportunity than was initially intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto and would result in a greater concentration of risk as a result. Moreover, an investment by the Fund which is not syndicated to co-investors as originally anticipated could significantly reduce the Fund’s overall investment returns.

The Adviser may also invite one or more individuals (who are not Adviser employees or professionals) into an investment as co-investors, for example, where an individual may possess qualities that the deal team hopes will add strategic value (but for the avoidance of doubt they are not required to possess such qualities, nor if they do possess them, to apply such qualities to the relevant portfolio company) to that investment over time, including but not limited to generalized expertise in the tech sector, or more focused expertise in areas like intellectual property, sales and marketing, cost cutting, mergers and acquisitions or litigation strategy and/or as a result of their extended network of connections and relationships within and around a company’s industry. In light of the potential value to the Fund, the Adviser may make such an allocation even if the Fund may have capacity for additional investment. In addition, the Adviser may agree with investors in a Fund or as a part of an overall strategic relationship with the Adviser to more favorable rights with respect to co-investment opportunities, and to the extent any such arrangements are entered into, they may result in fewer co-investment opportunities being made available to limited partners. The Adviser or its affiliates may establish dedicated co-investment vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a Fund. Any such vehicle will be established at the Adviser or its affiliates’ sole discretion and the Adviser and its affiliates have no obligation to offer a similar opportunity to any other investor. The Adviser may also encounter allocation conflicts with respect to the selection of lenders and the allocation of loan amounts among lenders (which may include a Fund and one or more other non-Adviser affiliated lenders) in the case of loans to portfolio companies of a Fund. Even where providing financing to a portfolio company of a Fund is attractive to another Fund, the Adviser is under no obligation to make the opportunity available to that other Fund if the Adviser determines that it is in the interests of such portfolio company not to engage the Fund, and there can be no guarantee that a Fund will achieve its desired allocation, if any, of investments in portfolio companies of other Funds.

CalPERS, by virtue of its prior stake in the general partner of the Adviser, has the opportunity to co-invest fee-free on a “blind pool” basis in all investments made by SLP IV and SLP V. While CalPERS is not an affiliate, such investments are added to the Adviser’s affiliates’ investments for purposes of calculating limits under the applicable partnership agreement on the general partner’s ability to make co-investments (but which co-investments are excluded from any cap on limited partners’ commitments to the Fund). CalPERS has exercised this right to invest a significant amount of capital on this basis. These opportunities are distinct from the individual company co-investment opportunities offered more generally to limited partners, which are subject to the Adviser’s sole discretion, as described above.

Secondary Transfers To the extent the Adviser has discretion over granting or withholding consent to a secondary transfer of interests in a Fund pursuant to such Fund’s Governing Documents, or is asked to identify potential purchasers in a secondary transfer, the Adviser will do so in its sole discretion, generally considering the following factors:


• The Adviser’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations;
• The Adviser’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationship that may provide indirectly longer- term benefits to current or future Funds and/or the Adviser and the expected amount of negotiations required in connection with a potential purchaser’s investment;
• Whether the potential purchaser would subject the Adviser, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media or other burdens;
• A potential purchaser’s investment into another Fund (including any commitment to a future fund);
• Requirements in such Fund’s Governing Documents; and
• Such other facts as it deems appropriated under the circumstances in exercising such discretion. This decision presents a conflict of interest which may incentivize the Adviser to favor one investor or potential investor over another to advance its own interests. The factors above are not listed in order of importance or priority and the Adviser is not required to, and does not, consider all of the factors described above in any particular transfer and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Valuation of Assets The Adviser is responsible for the valuation of each Fund’s assets, in accordance with such Fund’s Governing Documents and valuation policies. There is no actively traded market for many of the securities owned by the Funds. Securities and all other assets for which no market prices are available will be valued at such value as the Adviser may reasonably determine.

Valuations are generally 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.

It is the Adviser’s policy to determine the “fair value” of the Funds (with the exception of Silver Lake Waterman, which applies SBA guidelines for its Funds which are SBICs) in accordance with U.S. Generally Accepted Accounting Principles, particularly Accounting Standard Codification 820, Fair Value Measurements. When estimating fair value, a methodology is applied in light of the nature, facts and circumstance of the investments. With respect to the Funds, the exercise of such discretion by the Adviser may give rise to conflicts of interest, as such valuations affect performance calculations. In the case of certain Funds, the valuation of investments will affect the amount and timing of the Carried Interest under certain circumstances. The reported performance resulting from the valuation of investments may also affect the ability of the Adviser to raise the successor fund to a Fund. As a result, there may be circumstances where the Advisers are incentivized to determine valuations that may be higher than the actual fair value of investments. In order to mitigate this conflict, valuations are subject to multiple levels of review for approval, and all portfolio investments are fairly valued in accordance with the procedures set forth in the Adviser’s Valuation Policy. The Adviser has also engaged an independent third-party valuation firm to provide valuation services for the majority of the securities owned by the Funds, which the Adviser believes may mitigate any potential conflicts of interest that may arise.

Conflicts Related to Purchases and Sales Conflicts will arise when a Fund or affiliated entity makes investments in conjunction with an investment being made by other Funds, or in a transaction where another Fund has already made an investment (or vice versa). Investment opportunities may be appropriate for different Funds at the same, different, or overlapping levels of a portfolio company’s capital structure. Additionally, a Fund may buy or sell securities or other instruments in companies in which the Adviser, its affiliates or their Adviser Personnel are invested. Adviser Personnel have made or may make capital investments in or alongside certain Funds, and therefore may have additional conflicting interests in connection with these investments. The Adviser has implemented policies and procedures to seek to mitigate these types of conflicts, but there can be no assurance that these policies will effectively address all such situations. Potential or actual conflicts in respect of these overlapping investments are expected in the future to arise in determining the terms of investments, particularly where these Funds and/or Adviser Personnel invest in different types of securities in a single portfolio company. Questions may arise as to whether payment obligations and covenants should be enforced, modified, or waived, or whether debt should be refinanced. Where two Funds (or a Fund and an affiliated entity) have overlapping investments, decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring will present potential or actual conflicts of interest, particularly in or among Funds that have invested in different securities within the same portfolio company. In the event that one Fund has a controlling or significantly influential position in a portfolio company, it will likely have the ability to elect some or all of the members of the board of directors of such a portfolio company, thereby potentially controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Funds if such other Funds have invested in different types of securities in the same portfolio company, especially if such Funds do not have the same level of control or influence over the portfolio company.

Certain Funds invest in loans and/or debt securities of companies in which other Funds or Adviser Personnel hold other securities, including equity securities. Because different legal rights are associated with debt and equity investments in the same portfolio company, a conflict of interest may raise in respect of the advice the Adviser or its affiliates gives to, and the actions it takes, on behalf of one Fund versus another Fund. In the event that such investments are made by a Fund, the interests of such Fund at times will have the potential to, or will actually, conflict with the interest of such other Fund or Adviser Personnel, particularly in circumstances where the underlying company is facing financial distress. The involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, Funds may be prohibited from exercising voting or other rights pursuant to the Adviser’s policies and procedures to mitigate such conflicts, and by operation of law or otherwise may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the analysis may be conflicted and the Funds or Adviser Personnel may or may not provide such additional capital, and if provided will be supplied in such amounts, if any, as determined by the applicable Adviser or Adviser Personnel. The Adviser and its affiliates may express inconsistent views of commonly held investments or market conditions more generally. For example, the Adviser may cause a Fund to sell all or part of an investment in a portfolio company while another Fund may continue to hold, or increase its investment in such entity (or vice versa). In addition, there may be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, existing portfolio or liquidity needs. These variations in timing are expected to result in divergent outcomes for the Funds participating in such portfolio company. Investments by more than one client of the Adviser or Adviser Personnel in a portfolio company also raise the risk of using assets of a Fund to support positions taken by Adviser Personnel and/or other clients of the Adviser or that a Fund may remain passive in a situation in which it would otherwise vote as a result of a conflict. There can be no assurance that the return of a Fund participating in these transactions would be equal to, and not less than, the return of another Fund or Adviser Personnel participating in the same transaction, or that returns would be as favorable as they would have been had such conflict not existed. In addition, a conflict will arise in allocating an investment opportunity if one Fund is considering an acquisition of a potential investment target at the same time as either another Fund, affiliated entity, or another Fund’s portfolio company is considering it. The Adviser may have conflicting incentives in such instances to allocate the investment, or any portion of the investment, to one Fund or portfolio company over another. While the Adviser seeks to mitigate such conflicts, for example by separating team members, there is no guarantee it will so do in every instance or that such steps, if taken, will be successful.

The Adviser and/or its affiliates, and certain clients of the Adviser, have in the past invested and may in the future invest, in loans and/or debt securities of companies in which the Adviser, its affiliates, other Funds, or Adviser Personnel hold other securities, including equity securities. In this circumstance, the debt investments on the one hand may and likely will have a higher priority than the equity investments on the other, which could lead to a conflict of interest if the company were to become insolvent. The Adviser has adopted an Allocation Policy that seeks to mitigate or eliminate such conflicts where possible.

One or more Funds may invest in securities of publicly traded companies that are actual or potential portfolio companies of one or more other Funds. The investment objectives and trading activities of the various Funds with respect to the same securities may vary between and among Funds. A Fund may, from time to time invest in opportunities that other Funds have declined, and likewise, a Fund may, from time to time decline to invest in opportunities in which other Funds have invested.

The application of a Fund’s Organizational Documents and the Adviser’s policies and procedures is expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed.

The Funds, from time to time, co-invest with third-parties through partnerships, joint ventures or other similar entities or arrangements. These investments may involve risks and potential or actual conflicts of interest that would not otherwise be present in investments where a third-party is not involved. Such risks or conflicts include, among other things, the possibility that the third- party may have differing economic or business goals than those of the Fund, or that the third- party may be in a position to take actions that are inconsistent with the investment objectives of the Funds. There may also be instances where the Funds will be liable for the actions of such third-party co-investors. There can be no assurance that the return of a Fund participating in a transaction with a third party would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. From time to time the Adviser will, in its discretion, enter into transactions with investors in one or more Funds to dispose of all or a portion of certain investments held by one or more Funds. In exercising its discretion to select the purchaser(s) of such investments, the Adviser will consider, among other things, some or all of the factors listed above under “Allocation of Investment Opportunities Between or Among Clients” and “Allocation of Co-Investment Opportunities to Third Party Co-Investors”. The sales price for such transactions will be mutually agreed to by the Adviser and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by the Adviser. Although the Adviser is not obligated to solicit competitive bids for such sales transaction or to seek the highest available price, it will first determine that such transaction is in the best interests of the applicable Fund(s), taking into account the sales price and the other terms and conditions of the transaction. There can be no assurance, in light of the performance of the investment, market factors, and other considerations following such a transaction, that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Fund(s). Any such transactions will comply with the Governing Documents of the applicable Fund(s).

From time to time, a Fund sells down an interest in one of its portfolio companies to co- investors. Subject to a Fund’s Governing Documents, the Fund may charge (or may decide not to charge) a co-investor (such as a Fund investor or third party) interest costs for the time period between the closing of such Fund’s investment in the portfolio company to the date of the transfer of interests in such portfolio company to the applicable co-investor. Additionally, in the event the Adviser or a general partner to a Fund lends the Fund capital through a short-term loan facility to bridge an investment pending the receipt of capital contributions from the Fund investors, subject to such Fund’s Governing Documents, the general partner may charge (or may decide not to charge) such Fund (including the Fund investors) interest costs incurred in connection with such loan for the time period between the receipt of funds from such loan to the date on which the loan is paid off by such Fund.

The Funds will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase securities in a transaction. Furthermore, in certain instances the Funds will also enter into limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a potential portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity or otherwise be liable for damages and other amounts to the seller entity. While any co-investment vehicle with investments contractually tied to the Fund (including the vehicles established in connection with Silver Lake’s side-by-side co-investment rights) will generally be obligated to pay their proportionate share of the purchase price and/or the reverse termination fee or damages or other amounts, such co-investment vehicles are generally not direct parties to the commitment arrangements or limited guarantees. Therefore, in the unlikely event that a co-investment vehicle defaults on such arrangement, the Fund would be held responsible for the entire purchase price or reverse termination fee or damages or other amounts, as applicable. In addition, President Trump signed into law a broad-based reform of the Internal Revenue Code of 1986, as amended (the “Code”) on December 22, 2017 (the “Tax Act”). There are significant uncertainties regarding the interpretation and application of the Tax Act. 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 Funds. In addition, this can create a conflict of interest as the tax position of the Adviser may differ from the tax positions of the Funds and/or the investors and therefore, these rules may have an additional impact on the investment decisions made by the Funds, 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, and on the timing of distributions. For example, the Adviser may be incentivized to operate the Fund, including to hold and/or sell investments, and may operate the Fund, in a manner that takes into account the tax treatment of its Carried Interest. Investors should note in this regard that the Tax Act provides for a lower capital gains tax rate for Carried Interest in respect of investments held for at least three years. While the Adviser generally intends to seek to maximize pre-tax returns for the Fund as a whole, the Adviser may nonetheless be incentivized, for example, to hold investments longer, and may indeed hold investments longer, to ensure a preferential tax rate on income allocated with respect to Carried Interest, even if there are attractive realization opportunities earlier than three years, and/or to realize investments prior to a new change in law, if any, that would result in a higher effective income tax rate on Carried Interest. In addition, the Adviser’s interests may conflict with those of the Funds in relation to its receipt of securities for donation to charitable organizations, with respect to potential tax treatment. In resolving such conflicts, the general partner has an incentive to take into account its and its affiliates’ tax positions, including positions precipitated by the Tax Act, and there is no assurance that Fund returns will not be adversely affected relative to what returns would have been absent such considerations. Cross-Transactions While the Governing Documents of the Funds limit the ability of the Adviser to engage in such transactions, consistent with such limitations, the Adviser may cause a Fund to purchase investments from another Fund, or it may cause a Fund to sell investments to another Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Fund at the expense of another. For example, the Adviser could seek to sell the underperforming assets of one Fund to another Fund in order to earn fees, or could seek to sell the highly performing asset of one Fund to another in order to benefit the other Fund. Such transactions may be subject to the consent of a Fund’s limited partner advisory committee, as set forth in the Governing Documents of such Fund. Additionally, in connection with such transactions, the Adviser and/or its professionals (i) may have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). The Adviser may receive management or other fees in connection with its management of the relevant Funds involved in such a transaction, and may also be entitled to share in the investment profits of the relevant Funds.

To address these conflicts of interest, the Adviser must comply with the conditions set forth in the Governing Documents of the applicable Fund. For example, the Adviser may be required to notify the limited partner advisory committee of the relevant Fund if another Fund owns over 1% of the equity of the company being sold, and the Adviser may be required to disclose to or obtain the approval of the limited partner advisory committee of the relevant Fund if another Fund owns over 5% of the equity of the company being sold. Additionally, the Adviser will follow the investment allocation requirements of the relevant Funds. To the extent such matters are not addressed in the Investment Allocation Requirements, the Adviser’s internal legal and compliance team will be responsible for confirming that the Adviser (i) considers its duties to each Fund, (ii) determines whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third party on commercially reasonable terms, and (iii) follows any required disclosures or obtains any required approvals of the transaction’s terms and conditions.

Principal Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with the Adviser’s management of the Funds, the Adviser may engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In addition, the Governing Documents may contain additional criteria in connection with the Funds or the Adviser engaging in principal transactions. Management of the Funds The Adviser manages a number of Funds that have investment objectives similar to or, in some cases, partially overlapping with each other. The Adviser expects that it or its personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different from, those of the current Funds. Allocation of available investment opportunities between the Funds and any such investment fund could give rise to conflicts of interest. See “Allocation of Investment Opportunities Between or Among Clients” and “Allocation of Co-Investment Opportunities to Third Party Co-Investors” above. The Adviser may give advice or take actions with respect to the investments of one or more Funds that may not be given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, Funds with similar strategies may not hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles, or have access to similar credit or utilize similar investment strategies as another Fund. These differences may result in variations with respect to price, leverage and associated costs of a particular investment opportunity.

In addition, it is expected that employees of the Adviser responsible for managing a particular Fund will have responsibilities with respect to other Funds managed by the Adviser, including funds that may be raised in the future, or will have responsibilities to proprietary investments made by the Adviser and/or its principals of the type made by the Fund. Conflicts of interest may arise in allocating time, services, or functions of these officers and employees.

The Funds may enter into borrowing arrangements that require the Funds to be jointly and severally liable for certain obligations. If one Fund defaults on such an arrangement, the other Funds would typically be held responsible for the defaulted amount. The Funds have no current intention to do so and will only enter into such joint and several borrowing arrangements when the Adviser determines it is in the best interests of the Funds.

Certain expenses are paid for by a Fund and/or its portfolio companies or, if incurred by the Adviser, are reimbursed by a Fund and/or its portfolio companies, and the Adviser often does not seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. Such expenses may include airfare (whether private air, first class, and/or business class), and private hired cars, which can be substantial.

The Adviser will, from time to time, consider, and reject an investment opportunity on behalf of one Fund and, the Adviser or an Adviser Affiliate may subsequently determine to have another Fund or fund of an Affiliate Adviser review or make an investment in the same company. A conflict of interest arises because one Fund or fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund considering the investment. In such circumstances, the benefitting Fund or Funds may not be required to reimburse the original Fund for some or all of the expenses incurred in connection with considering such investment, and any such allocation that is made will be done in good faith by the Adviser. Such allocation may be highly subjective. In addition, the Adviser receives and generates various kinds of portfolio company data and other information, including related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics. This information may, in certain instances, include material non-public information received or generated in connection with efforts on behalf of one Fund’s investment in a portfolio company or prospective investment. The Adviser is then better able to anticipate macroeconomic and other trends, and otherwise develop investment strategies. As a result, the Adviser often gains industry, sector, and other general expertise and knowledge in connection with one portfolio company that will benefit others, as well as the Adviser and its affiliates, whether or not such other companies are in the same or a different Fund. In such circumstances where the benefitting portfolio company is in another Fund, the first Fund will have borne the cost for value that will benefit the other. The Adviser is likely in the future to enter into governance arrangements and confidentiality arrangements with portfolio companies, and may also have access to other sources of information and research that may limit the internal distribution and use of such data. The Adviser has in the past used, and is likely in the future, in certain instances to use, this information in a manner that may provide a material benefit to, or present a conflict of interest between, the Adviser, its affiliates, or to certain other Funds or limited partners without compensating or otherwise benefitting the portfolio company, Fund or Funds from which such information was obtained. In addition, the Adviser may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. Follow-on Investments Investments to finance follow-on acquisitions may present conflicts of interest, including determination of the equity component and other terms of the new financing as well as the allocation of the investment opportunities in the case of follow-on acquisitions by one Fund in a portfolio company in which another Fund has previously invested. In addition, a Fund may participate in releveraging and recapitalization transactions involving portfolio companies in which another Fund has already invested or will invest. Conflicts of interest often arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Conflicts Relating to the Adviser The Adviser generally has in the past and may again, in its discretion, contract with any related person of the Adviser (including but not limited to a portfolio company of a Fund) to perform services for the Adviser in connection with its provision of services to the Funds. In addition, the Adviser has in the past and may in the future (a) recommend to (or contract on behalf of) a Fund or a portfolio company thereof or (b) please register to get more info

To meet its fiduciary duties to the Funds, the Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities.

Selection of Brokers and Dealers
For each of the Funds, the Adviser has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer.

In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser’s relevant deal team takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, among others, the following: quality of execution (accurate and timely execution, clearance and fair error/dispute resolution); reputation, financial strength, integrity and stability; block trading and block positioning capabilities; willingness to execute difficult transactions; willingness and ability to commit capital; access to underwritten offerings and secondary markets; ongoing reliability; overall costs of a trade (i.e., net price paid or received) including commissions, mark-ups, mark-downs or spreads in the context of the Adviser’s knowledge of negotiated commission rates currently available and other current transaction costs; nature of the security and the available market makers; desired timing of the transaction and size of trade; confidentiality of trading activity; market intelligence regarding trading activity; and the receipt of prime brokerage and related services, including capital introduction and introductions to management and research and industry information. To the extent consistent with achieving best execution, the Adviser also considers other business a particular broker or dealer has done with the Adviser, such as identifying investment opportunities or potential investors or performing investment banking services. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold.

The relevant deal teams and the Adviser’s Chief Compliance Officer (“CCO”) or his or her designee are responsible for periodically reviewing broker-dealer eligibility including by any or all of the following: reviewing broker-dealer trading volumes, prices, commissions, other transaction costs, and the overall quality of execution, among other things.
Aggregation of Trades
From time to time, the Adviser and its affiliates will aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. Portfolio managers often employ this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser and its affiliates generally combine orders on behalf of Funds with orders for other Funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest, such as the Employee Co-Investment Vehicles. In such cases, the Adviser and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction.

If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made in consideration of the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

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Oversight and Monitoring
The investment portfolios of the Funds are generally private, illiquid, and long-term in nature, and accordingly the Adviser’s review of them is not directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors the portfolio companies of the Funds and, depending on the size of its interest, generally maintains an ongoing oversight position in such portfolio companies. The portfolios are reviewed by a team of investment professionals on an on-going basis. The team generally includes investment professionals of the Adviser at differing levels of seniority.
Reporting
Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within 90 days after the fiscal year end of such Fund if required by the Fund’s Governing Documents, or within 120 days, as well as quarterly performance reports within 45 days after each of the first three fiscal quarters end if required by the Fund’s Governing Documents. The Adviser from time to time, in its sole discretion, provides additional information relating to such Fund to one or more investors in such Fund as it deems appropriate. please register to get more info

For details regarding economic benefits provided to the Adviser by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, the Adviser and its related persons, in certain instances, receive discounts on products and services provided by portfolio companies of Funds and/or the customers or suppliers of such portfolio companies. Such discounts will not reduce the amount of Advisory Fees paid by any Fund.

While not a client solicitation arrangement, the Adviser has in the past and may from time to time in the future engage one or more persons to act as a placement agent for a Fund 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 Fund that are subsequently accepted. Advisory Fees received by the Adviser are generally reduced by the amount of such fees paid by the Fund. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds.

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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 Funds will not receive account statements from the Funds’ custodians.

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Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. please register to get more info

The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consents as a security holder with respect to securities owned by the Funds (“Votes”) for which the Adviser exercises voting authority and discretion. The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the relevant Advisory Agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. The Adviser does not permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Adviser’s CCO, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All voting decisions initially are referred to the appropriate investment professional for a voting decision. In most cases, the relevant deal team will make the decision as to the appropriate vote for any particular Vote. In making such decision, the deal team will rely on any of the information and/or research available to it. If the relevant deal team is making the voting decision, it will inform the CCO of any such voting decision, and if the CCO does not object to such decision as a result of her conflict of interest review, the Vote will be voted in such manner. The Adviser’s CCO has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by the Adviser’s CCO in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote and/or the Adviser’s affiliates and their clients has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The Adviser’s CCO will use her reasonable judgment to address any such conflict of interest and ensure that it is resolved in accordance with her independent assessment of the best interests of the Funds. Where the Adviser’s CCO deems appropriate in her sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Adviser’s CCO shall have the power to retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants, or professionals. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: Sharon B. Binger, Chief Compliance Officer and Director of Litigation, Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025. 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