One Investment Management US LLC, a Delaware limited liability company (the “Adviser”, “we”, “us” or “our”), provides investment advisory services to investment funds privately offered to qualified investors. We are a member of the One Investment Management Group which comprises (i) One Investment Management US LLC and (ii) other related persons described in Item 7 of Part 1A of Form ADV (collectively referred to herein as the “One Investment Management Group”). Our firm provides advisory services in accordance with the investment strategy as disclosed in the private offering memorandum (each, a “Memorandum”), limited partnership agreement or other operating agreements of the clients (together with any relevant Memorandum, the “Governing Documents”). One Investment Management Group’s advisory services are also described below under Item 8: “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in our clients participate in the overall investment program for the applicable client, but in certain circumstances are excused from a particular investment due to legal, regulatory, or other agreed- upon circumstances pursuant to the Governing Documents. For the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between One Investment Management Group and any investor. Additionally, from time to time and as permitted by the Governing Documents, One Investment Management Group may provide (or agree to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, One Investment Management Group’s personnel and/or certain other persons associated with One Investment Management Group, and any comingled investment vehicle formed or advised by the Adviser. For more information on allocation of investment opportunities, please see Item 8: “Method of Analysis, Investment Strategy and Risk of Loss”. The Adviser does not participate in wrap fee programs. As of December 31, 2023, the Adviser manages $6,802,200,000 in regulatory assets under management on a fully discretionary basis. The Adviser does not anticipate managing client assets on a non-discretionary basis. The principal owners of the Adviser are identified in Schedules A and B of the Adviser’s Form ADV Part 1A (the “Principals”). Item 5: Fees and Compensation The Adviser is an SEC registered adviser and this brochure is being delivered only to “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended. Compensation earned by One Investment Management Group from clients generally is comprised of negotiated fees based on a percentage of assets under management (“Management Fees”) and performance-based amounts (“Performance Compensation”). Management Fees are generally paid by our clients to a member of the One Investment Management Group, and the Adviser generally bills the member on a quarterly basis in advance for its portion of such Management Fees. Payment of the Management Fee for any partial period will be adjusted on a pro rata basis according to the actual number of days in such period. The Management Fee and the Performance Compensation that the Adviser and its affiliates receive have not been established on the basis of an arm’s-length negotiation among a client, the Adviser and its affiliates. In addition, the existence of the Performance Compensation may create an incentive for the Adviser to approve and cause the client to make more speculative investments than it would otherwise make, or to hold investments for longer than it would otherwise hold them (pursuant in part to recently enacted legislation), in the absence of such Performance Compensation. One Investment Management Group and its officers or employees may earn topping, break-up, monitoring, consultancy, directors’ organizational, set-up, advisory and other fees received from any third party in connection with the purchase, monitoring or disposition of investments, bridge financings or unconsummated transactions of a client (collectively, “Other Fees”). Generally, such Other Fees will be applied first as reimbursement for any out-of-pocket expenses incurred by One Investment Management Group or its members, partners or employees and the remainder will be applied to reduce subsequent installments of the Management Fee. Other fees and expenses incurred by a client that are not directly related to the Adviser’s services include, but are not limited to, the following:
• all fees, costs and expenses incurred in connection with the organization, marketing, funding and startup of the client;
• all fees, costs and expenses of outside legal counsel, consultants, accountants, administrators, custodians, depositaries, appraisers, banks, transfer agents, registrars, escrow agents, record keepers, finders, brokers, service providers and other outside professionals retained in respect of the client or a portfolio company, whether in connection with their operations generally or with respect to potential acquisitions or disposals of investments and potential investments, including, without limitation, (i) all audit fees, appraisal fees, brokerage commissions, research, banking and investment banking fees; (ii) all fees, costs and expenses of printing, preparing and distributing reports, tax returns, tax estimates and other communications to investors in the client, the advisory committee or government authorities; (iii) all costs associated with the preparation and filing (as applicable) of the financial statements, tax returns, any expenses incurred or paid in connection therewith, and any expenses paid or incurred by any partnership representative or designated individual or any person acting in a similar capacity under state or local law; and (iv) all fees, costs and expenses related to any filings or registrations, as well as all legal, tax, finance, corporate secretary and accounting support activities;
• all fees, costs and expenses related to the investment activities of the client, including, without limitation, the fees, costs

and expenses associated with: (i) sourcing, researching, conducting diligence, investigating, identifying, analyzing, pursuing, negotiating, committing to, consummating, acquiring, purchasing, holding, monitoring, managing, seeking realization opportunities and selling (or otherwise realizing) investments and prospective investments, whether or not consummated, as applicable (including purchasing representation and warranty insurance and/or other similar insurance); (ii) reasonable travel, meals, lodging and communications expenses, reasonable and business-related entertainment expenses and related expenses incurred in connection therewith; and (iii) industry conferences and organizations, sponsorships, marketing and advertisements, to the extent incurred in connection with actual or potential portfolio investments;
• all fees, costs and expenses for transactions not consummated, including, without limitation, all amounts payable to third parties (including break-up fees or termination fees) and all fees and expenses of lenders, investment banks and other financing sources in connection with arranging financing for transactions that are not consummated by the client, and any deposits or down payments that are forfeited in connection with unconsummated transactions of the client (including reasonable travel and related expenses, and reasonable meal, communication and certain reasonable and business-related entertainment expenses incurred in connection therewith);
• legal, accounting, auditing, administration (including fees and expenses associated with the third party administrator and administration of the client), information, appraisal, advisory, valuation (including third-party valuations, appraisals or pricing services), tax and other professional services;
• all fees, costs and expenses incurred in connection with setting up credit facilities or entry into any other forms of indebtedness as permitted pursuant to the Governing Documents;
• principal, interest, fees and any other obligations or expenses arising out of any indebtedness, including, without limitation, any fees and expenses incurred as a result of the implementation and utilization of any credit facility;
• out-of-pocket costs of reporting to any investor or the investors in the client;
• any activities with respect to protecting the confidential or non-public nature of any information or data;
• costs and expenses relating to any meetings of the advisory committee or investor meetings, any votes or consents of investors or the advisory committee, any amendments to, waivers of, or compliance with the relevant Governing Documents or any related agreement;
• fees, costs, expenses and liabilities relating to any actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process against the client, including any judgment, other award or settlement entered into in connection therewith, and the costs of directors and officers liability, errors and omissions liability, crime coverage and general partnership liability premiums and other insurance and regulatory expenses;
• any risk management, indemnification, extraordinary expense, liability, audit and investigation costs and expenses relating to the affairs of the client (including: (i) all amounts paid in connection with settlements, penalties, fines and judgments; and (ii) any fees, costs and expenses incurred in connection with indemnifying any partner or other person pursuant to the relevant Governing Documents or otherwise and advancing fees, costs and expenses incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the relevant Governing Documents, but excluding any indemnification claims that are determined not to be indemnifiable by the client and the fees, costs and expenses relating to compliance with applicable law, rules and regulations by the client);
• defaults by investors in the payment of any capital contributions;
• unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer contemplated by the Governing Documents;
• fees, costs and expenses of One Investment Management Group, if any, incurred in connection with complying with applicable regulation and securities laws in relation to the operations and investments of the client;
• any and all taxes, fees, duties and other governmental charges levied against or borne by a client or on its income or assets or in connection with its business, operations and/or investments, and all related filing fees;
• all costs and expenses of winding up the client and the liquidation of the assets of the client in connection therewith;
• subject to the relevant Governing Documents, all costs and expenses associated with any organization, maintenance and operation of any alternative investment vehicle, intermediate entity or any other entity or vehicle through or in which portfolio investments or bridge financings are made; and
• all other costs and expenses relating to the operations and investments of the client, One Investment Management Group, or any of their respective affiliates in connection with the relevant Governing Documents. Expenses are generally allocated to a client that incurs them, and if multiple clients incur expenses in the same transaction, such expenses will be allocated among the applicable clients and the applicable investments of each client in a fair and reasonable manner. All fees or expenses in connection with the use of brokerage services are separate and distinct from the management and performance fees received by the Adviser and its affiliates. Please review “Item 12: Brokerage Practices” below, which discusses conflicts of interest related to brokerage practices and provides additional information on brokerage transactions and costs. For additional details regarding fees and expenses charged to the Adviser, please refer to the Governing Documents of the relevant client. Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products.