ITEM 5. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ................................................................................................ 13 ITEM 6. TYPES OF CLIENTS......................................................................................... 14 ITEM 7. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................................................................................................... 14 ITEM 8. DISCIPLINARY INFORMATION .................................................................. 55 ITEM 9. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .................................................................................................. 55 ITEM 10. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .......................................... 56 ITEM 11. BROKERAGE PRACTICES ............................................................................ 58 ITEM 12. REVIEW OF ACCOUNTS ................................................................................ 58 ITEM 13. CLIENT REFERRALS AND OTHER COMPENSATION ........................... 59 ITEM 14. CUSTODY ........................................................................................................... 59 ITEM 15. INVESTMENT DISCRETION ......................................................................... 59 ITEM 16. VOTING CLIENT SECURITIES ..................................................................... 60 ITEM 17. FINANCIAL INFORMATION ......................................................................... 60 ITEM 3. ADVISORY BUSINESS The Adviser, a Delaware limited liability company and a registered investment adviser, and its affiliated investment advisers provide investment advisory services to single-purpose investment vehicle structures and investment funds privately offered to qualified investors in the United States and elsewhere. The Adviser was established in April 2016. The Adviser is principally owned and controlled by Alex Sloane and Matt Perelman (the “Principals”). The Chief Compliance Officer (“CCO”) of the Adviser is Robert Espinosa. The Adviser currently manages various private pooled investment vehicles on a discretionary basis, and expects to provide investment management and other services to additional affiliated and unaffiliated private pooled investment vehicles (each a “Fund” and collectively, the “Funds”) with respect to investments in portfolio companies. The Adviser intends to provide investment advice consistent with the investment objectives, guidelines, and restrictions set forth in the applicable Governing Documents (as defined below) of the Funds. In general, affiliated special purpose vehicles of the Adviser serve as general partners (each a “General Partner” and together with any future affiliated general partner entities, the “General Partners”) to the Funds and delegate authority to the Adviser to serve as the investment adviser. Each General Partner is subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with the Adviser. The Funds are either single-purpose investment vehicle structures or private equity funds, each of which invests through negotiated transactions in operating entities, generally referred to herein as “Portfolio Companies,” or in loans to operating companies. The Adviser’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Where such investments consist of Portfolio Companies, the senior principals or other personnel of the Adviser or its affiliates generally serve on such Portfolio Companies’ respective boards of directors or otherwise act to influence control over management of Portfolio Companies in which the Funds have invested. The Adviser’s advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), applicable limited partnership or other operating agreements or governing documents of the Funds (each, a “Partnership Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Partnership Agreements; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between the Adviser and any investor. The Funds or the General Partners have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the relevant Partnership Agreement with respect to such investors. Additionally, as permitted by the relevant Partnership Agreement, the Adviser expects to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, consultants, lenders and other service providers, Portfolio Company management or personnel, the Adviser’s personnel and/or certain other persons associated with the Adviser and/or its affiliates. Such co-investments typically involve investment and disposal of interests in the applicable Portfolio Company at the same time and on the same terms as the Fund making the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the Portfolio Company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in the Adviser’s sole discretion, the Adviser reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are not so charged or reimbursed (including charges or reimbursements required pursuant to applicable law), they generally will be borne by the relevant Fund as further described in Item 5. The Adviser does not participate in wrap fee programs. As of December 31, 2023, the Adviser managed approximately $2,317,848,167 in client assets on a discretionary basis. Carried Interest In general, the Adviser and/or the Principals share in the returns (if any) realized by the Funds alongside investors in such Funds. In certain cases, the Adviser and/or the Principals receive a carried interest (“Carried Interest”) in connection with the provision of the Adviser’s advisory services to the applicable Fund typically equal to 20% of realized profits over and above the return of the limited partners’ original investment, plus a preferred return. The Adviser or an affiliate of the Adviser would be entitled to a 100% “catch-up” of profits equal to 20% of the limited partners’ preferred return. Thereafter the Adviser or an affiliate of the Adviser would be entitled to receive 20% of all realized gains. Please see each individual Funds’ Partnership Agreement for a more fully described calculation of Carried Interest. Management Fees As is generally the case in private equity funds, the Governing Documents provide that a Fund’s management fee (the “Management Fee”) will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. From the effective date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”), Management Fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the Stepdown Date, Management Fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Fund borrowing component) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its Portfolio Companies that have not been realized or permanently written-down or written off (such excluded investments, “Impaired Value Investments”). Under the Governing Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date Management Fees will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of such investment contributions. Conversely, the Governing Documents do not require Management Fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a reorganization, roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment standard under the Governing Documents. As a result, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the relevant investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of Impaired Value Investments. To the extent specified in a Fund’s Governing Documents, the Adviser or another entity will be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting of: (i) transaction fees, monitoring fees, directors’ fees, consulting fees or advisory fees paid with respect to any Fund investment, (ii) break-up fees with respect to Fund transactions not completed, net of certain expenses as set forth in the Partnership Agreement; and (iii) other designated net fee payments received by the Adviser or its partners or personnel from Portfolio Companies or prospective Portfolio Companies. A Fund’s Governing Documents generally will provide that Supplemental Fees received by the Adviser and attributable to the Fund’s investment in a Portfolio Company will be credited against Management Fees otherwise owed to the Adviser in a specified percentage. The remaining amount of such Supplemental Fees will be retained by the Adviser. Any fees with respect to an investment or potential investment (including a transaction not consummated) will generally be allocated to each relevant Fund (and offset against the Management Fee) only to the extent of that Fund’s relative ownership (or anticipated ownership) of such investment or potential investment on a fully diluted basis, or in such other manner as the General Partner considers fair and equitable to its clients over time and considering the circumstances. Accordingly, a Fund will, in most cases, only benefit from the Management Fee reduction described above with respect to its allocable portion of any such fee and not the portion: (i) related to the General Partner or “affiliated partner” commitments; (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by the Adviser, service providers, third parties, current or former Portfolio Company management or personnel, sellers that have rolled their interest or reinvested proceeds in the Portfolio Company and/or others); or (iii) the value of profits, participation or equity interests in or relating to the relevant Portfolio Company, including interests owned by current or former Portfolio Company management, which have the potential to be significant. Supplemental Fees will be offset only to the extent they are paid during the holding period of the relevant Fund, and investors generally will not receive the benefit of Supplemental Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent a former Firm employee becomes a consultant to, or employed by, a Portfolio Company, no compensation earned by such former employee will offset the Management Fee, whether or not such former employee has a remaining interest in the relevant Fund’s General Partner or affiliated entity. Conversely, in the event that the Adviser employs a person that previously received compensation from a Portfolio Company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with the Adviser, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain circumstances, the Adviser expects that co-investors, lenders, consultants, or other parties will negotiate the right to share a portion of such fees from a particular investment, and any Management Fee offset percentage will be applied after excluding any amounts paid to such persons. Each of the foregoing conditions is expected to reduce the amount of Supplemental Fees otherwise available to be offset against Management Fees, resulting in a potential material benefit to the Adviser over the life of the relevant Fund, and the existence of such potential benefit creates an incentive for the Adviser to seek to increase such amounts. The Adviser, the Principals or other affiliates are also entitled to receive additional compensation in connection with management and other services performed for Portfolio Companies of the Funds, as further described in the Partnership Agreements. Such additional compensation does not offset any Carried Interest or other compensation otherwise payable to the Adviser, the Principals or other affiliates. Investors in a Fund also bear certain expenses. As a general matter, Management Fees will be payable during term extensions unless otherwise agreed with investors. Other Information The Adviser is permitted to exempt certain investors in the Funds from payment of all or a portion of any Carried Interest, other Adviser compensation or Management Fees, including the Adviser, personnel of the Adviser and any other person designated by the Adviser, such as “friends and family” of the Adviser or its personnel, or other investors meeting certain qualification requirements based on commitment size or other strategic or relationship factors. The General Partner reserves the right to make any such exemption from fees and/or Carried Interest by a direct exemption, a rebate by the Adviser and/or its affiliates, or through other Funds which co-invest with a Fund. Additionally, to the extent permitted by the relevant Partnership Agreement, the Adviser has the right to permit investors, affiliated with the Adviser or otherwise, to invest through the relevant General Partner or other vehicles that do not bear Management Fees or Carried Interest. The Adviser retains flexibility to structure its compensation from investors and expects in certain circumstances to agree to invoice an investor directly for Management Fees or other compensation, rather than deducting such amounts from the investor’s capital account(s). The Funds generally invest on a long-term basis. Accordingly, Management Fees and other fees are expected to be paid, except as otherwise described in the Partnership Agreement, over the term of the relevant Fund, and investors generally

are not permitted to withdraw or redeem interests in the Funds. Principals or other current or former personnel of the Adviser generally receive salaries and other compensation derived from, and in certain cases including a portion of, Management Fees, Carried Interest or other compensation received by the Adviser or its affiliates. In addition, the Funds generally bear the cost of compensation paid to certain personnel of the Adviser as further described in the relevant Governing Documents. The Adviser is permitted to deduct Management Fees or other Adviser compensation from a Fund’s account and/or bill the Fund or its affiliates for such fees as further disclosed in the Fund’s Partnership Agreement. In addition to the fees described above, the Funds are responsible for certain of its organizational and operating expenses as disclosed in the Partnership Agreements. Organizational Expenses Generally, each Fund pays or reimburses the relevant General Partner and its affiliates for all organizational expenses in an aggregate amount not to exceed the amount set forth in each Fund’s Governing Documents. “Organizational expenses” means all expenses (including travel, printing, legal, capital raising, accounting, regulatory compliance, and any administrative or other filings) incurred in connection with the organization, funding and start-up of a Fund, its General Partner and any affiliated management company, including the preparation of, and negotiations with respect to, any Side Letters or similar agreements (including the Fund’s most-favored-nation process) and any costs related to administering such agreements. Operating Expenses Each Fund or its affiliates pays or reimburses the relevant General Partner, the Adviser or any affiliates for operating expenses. “Operating expenses” means all fees, costs, expenses, liabilities and obligations relating to each Fund’s and/or its subsidiaries’ activities, investments and business (to the extent not borne or reimbursed by the underlying Portfolio Company), including all fees, costs, expenses, liabilities and obligations attributable to: 1. activities with respect to structuring, organizing, acquiring, financing, refinancing, holding, managing, operating, valuing, dissolving, winding up, liquidating, restructuring, taking public or private, selling or otherwise disposing of, as applicable, the Portfolio Company and the Fund’s actual and potential investments or in seeking to do any of the foregoing, whether or not any contemplated transaction or project is consummated and whether or not such activities are successful, all costs associated with negotiating, forming, and operating a feeder fund, which invests all or substantially all of its assets in the Fund, including all expenses associated with its management, operation, winding-up, liquidating, and dissolution and with preparing and distributing such feeder fund’s financial statements, tax returns, and feeder fund investor reports, but not including any income based or similar taxes, fees, or other governmental charges levied against such feeder fund; 2. indebtedness of, or guarantees made by, the Fund, the Adviser, the General Partner or any affiliates on behalf of the Fund, including interest with respect thereto or of seeking to put in place any such indebtedness or guarantee; 3. broker, dealer, underwriting, investment banker, finder and similar services; 4. brokerage, custodial, depository, account and similar services; 5. legal, accounting, auditing, administration, appraisal, capital raising, valuation, consulting (including consulting and retainer fees paid to consultants performing investment initiatives and other similar consultants), investor due diligence, tax and other professional services, including any third-party experts, independent appraisers or ESG experts engaged by the General Partner in connection with the Fund considering, making, holding, or disposing of, directly or indirectly, an investment in the same entity as one or more investment vehicles (other than the Fund) sponsored, managed, or controlled by the General Partner or any of its affiliates; 6. reverse break-up, termination and other similar fees; 7. financing, commitment, origination and similar fees and expenses; 8. directors and officers, errors and omissions liability and other insurance; 9. filing, title, transfer, registration and similar fees and expenses; 10. printing, communications, mailing, courier, marketing, and publicity; 11. the preparation, distribution or filing of the Fund’s financial statements or other reports, tax returns, tax estimates, Schedules K-1, or similar forms, administrative, compliance or regulatory filings or reports (including Form PF and any Fund- related filings or reports contemplated by the Alternative Investment Fund Managers Directive or any similar law, rule or regulation as implemented in any relevant jurisdiction), or other information (including an allocable portion of any licensing, maintenance, upgrade and/or implementation fees, expenses and costs of any investor administrative tools (including software and extranet tools) related to the foregoing); 12. developing, licensing, implementing, maintaining, or upgrading any web portal, website, extranet tools, computer software (including accounting, investor tracking, investor reporting, ledger systems, financial management and cybersecurity), or any other administrative or reporting tools (including subscription-based services); 13. any activities with respect to protecting the confidential or non-public nature of any information or data, including confidential information, including any costs and expenses incurred in connection with compliance with the General Data Protection Regulation (EU 2016/679) (as amended) and the U.S. Freedom of information Act; 14. any activities or proceedings of an advisory committee of a Fund (including any costs incurred by representatives of the General Partner, the advisory committee members, permitted observers, and other persons in attending or otherwise participating in meetings of the advisory committee); 15. indemnification, except to the extent the Fund’s payment of such cost, expense, liability or obligation is otherwise prohibited by each Fund’s Partnership Agreement; 16. extraordinary expenses (including actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including any judgment, other award or settlement entered into in connection therewith); 17. any taxes, fees and other governmental charges levied against the Fund; 18. the annual investor meeting and any other conference or meeting with any investor(s); 19. attendance of any member, manager, shareholder, partner, director, officer, personnel, or affiliate of the General Partner or the Adviser, at any trade show or conference, including any applicable registration fees and exhibition, sponsorship, or other presentation costs, hosting or attending training programs, meetings, or other events for Portfolio Companies and/or their personnel; 20. any compliance or regulatory matters related to the Fund; 21. any travel (including, where appropriate as determined by the General Partner, the cost of using private aircraft or other private air travel (including the use of a private aircraft owned, partially owned or leased by the Adviser, any of its affiliates or any of their respective owners, members, managers, shareholders, partners, directors, officers, personnel, agents, advisors, assigns, representatives or affiliates), car or ride sharing services and other modes of transportation) and lodging, meals or entertainment relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities; and 22. any other cost, liabilities, or obligations as provided in the Governing Documents. Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. Except where the relevant Governing Documents or Side Letter(s) expressly provide to the contrary, broken deal expenses and other expenses relating to the diligence or evaluation of a prospective investment generally are allocated among investors within a Fund regardless of whether any individual investor negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. In certain cases, these or similar expenses (and/or Supplemental Fees) are expected to be charged to Portfolio Companies, capitalized into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund and the Portfolio Company. As is typical for private equity funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. In certain circumstances, one Fund is expected to pay an expense or obligation common to multiple Funds and/or co-investors (including without limitation legal expenses for a transaction in which all such Funds and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Funds and/or co-investors over time), and be reimbursed by the other Funds by their share of such expenses or obligations, without interest. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Funds for the costs of establishing, negotiating or maintaining the facility as a whole. While the Adviser believes such circumstances to be highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. In certain circumstances, the Adviser, the relevant General Partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds to which such expenses relate. As described above, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in Portfolio Companies alongside one or more Funds, subject to the Adviser’s related policies and practices and the Partnership Agreements and/or Side Letter(s). Where a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of the General Partner, ultimately is not consummated, all broken deal expenses relating to such proposed transaction will be borne by the Fund(s), and not by any potential co-investors, that were to have participated in such transaction. To the extent that such co-investors have already executed definitive documentation to invest in such transaction, such co-investor is expected to bear its pro rata share of such broken deal expenses. The Adviser’s practice of allocating broken deal expenses among investing Funds is discussed under “Conflicts of Interest” below. To the extent a Fund makes use of a credit facility to invest in a Portfolio Company or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating or maintaining the facility as a whole. In situations where more than one Fund or existing co-investment vehicle would have participated in a potential transaction, any broken deal expenses resulting from such potential transaction will be allocated pro rata among such Fund and/or co-investment vehicles based on total capital committed. Each Fund also generally will bear the costs of implementing, reporting (as applicable) monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including in Side Letters relating thereto, and (where applicable) environmental, social, governance (ESG) and other standards to which the relevant General Partner has committed in making investments on behalf of the Fund. Additionally, subject to the Governing Documents, a Fund typically will bear the cost of facilitating transfers for certain investors, even though such transfers will likely only benefit certain investors, as well as certain unreimbursed expenses of Portfolio Companies and intermediate holding vehicles through which the Fund invests. The Adviser and/or its affiliates generally have discretion over whether to charge fees to a Portfolio Company and, if so, the rate, timing, method and/or amount of such compensation, as well as to charge such amounts at varying levels in a Portfolio Company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of fees generally will give rise to potential conflicts of interest between the Funds, on the one hand, and the Adviser and/or its affiliates on the other hand. Since the Adviser is permitted to retain certain Supplemental Fees in connection with Fund investments, it expects to be subject to a potential conflict of interest in connection with approving transactions and setting such compensation. In many cases, Supplemental Fees are based on enterprise value or other metrics relating to a Portfolio Company, but also have the potential to be charged on a flat-fee basis or based on another metric, and there can be no assurance that the amount of Supplemental Fees charged will be proportional to the amount of hours of work performed or tangible work product generated on behalf of the Portfolio Company. Additionally, the Adviser, its personnel, affiliates, or others designated by the Adviser, including service providers, expect to receive compensation in the form of Portfolio Company securities. To the extent any such securities are received, after any applicable offset provisions in the applicable governing agreement are applied, the Adviser and/or such other recipients will be permitted to retain such securities, and in doing so will be subject to conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the Portfolio Company and/or the Adviser) or retain such securities for a period consistent with their own financial and investment objectives, which is likely to differ from those of the relevant Fund. In addition, because Portfolio Company securities typically represent newly issued incentive equity (whether in the form of common stock, warrants or options to buy common stock, or similar instruments), the receipt of compensation in the form of securities typically has the result of diluting a Fund’s relative ownership of the Portfolio Company awarding such compensation. Generally, each Fund is expected to pay Management Fees or other Adviser compensation as further disclosed in the Partnership Agreement. In the unlikely event that the Adviser does not provide services for a full period, or if accounts are terminated according to the terms set out in the applicable Partnership Agreement, before the end of the relevant period, for any fees paid in advance, a pro-rated fee will be returned to the Fund. Operations Group Additionally, as further described herein and in the Governing Documents, it is the Adviser’s practice to use or retain certain non-investment professionals and other consultants (including entities formed for the benefit of such persons and/or to facilitate the provision of their services) (collectively, the “Operations Group”) to provide services to (or with respect to) one or more Funds or certain current or prospective Portfolio Companies in which one or more Funds invest, which could include “operating executives”, “operating partners”, “strategic partners,” “executive partners,” “senior advisors” or similarly named professionals or consultants. Such members of the Operations Group generally provide services in relation to the identification, acquisition, holding, improvement and disposition of Portfolio Companies, including operational aspects of such companies. In certain circumstances, these services also include serving in management or policy- making positions for Portfolio Companies. Members of the Operations Group are permitted to receive compensation, including, but not limited to cash fees, retainers, discretionary bonuses (whether or not based on pre-determined milestones), transaction fees, a profits, participation or equity interest in a Portfolio Company or holding company, incentive equity and stock awards, profits or equity interests in one or more Funds or General Partners, remuneration from the Adviser and/or its Funds or affiliates, guaranteed minimums or other compensation, the amount of which typically is determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of such Operations Group members, a percentage of the value of the Portfolio Company, the invested capital exposed to such Portfolio Company, amounts believed to be charged by other providers for comparable services and/or a percentage of cash flows from such company. Compensation in the form of profits or equity interests in a Portfolio Company or intermediate holding company generally has a dilutive impact on the Fund’s investment, and has the potential to result in economic effects greater than the original amount of compensation, and the relevant Fund typically will bear the costs of all Operations Group compensation as well as fees, costs and expenses of structuring Operations Group arrangements. Members of the Operations Group also generally will be reimbursed for certain travel and other costs in connection with their services. As described above, no such amounts will offset or reduce any management fees. The use of the Operations Group subjects the Advisers to potential conflicts of interest, as discussed under “Conflicts of Interest,” below.