CASTLE ROCK ADVISORS LLC

Item 1. Cover Page Castle Rock Advisors LLC Form ADV Part 2A: Firm Brochure March 28, 2025 Castle Rock Advisors LLC 200 Clarendon Street, Boston, MA 02116 Tel (617) 227-0050 This brochure provides information about the qualifications and business practices of Castle Rock Advisors LLC. If you have any questions about the contents of this brochure, please contact us at (617) 227-0050 or compliance@castlerockadvisors.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Castle Rock Advisors LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. An investment adviser’s registration with the SEC does not imply a certain level of skill or training.  Item 2. Material Changes Castle Rock Advisors LLC is pleased to provide its clients with this brochure (the “Brochure”), which is the firm’s Form ADV Part 2A. This Brochure contains important information about the business practices of the Adviser (as defined below), as well as a description of potential conflicts of interest relating to the firm’s advisory business and its affiliates, including affiliated investment advisers, that could affect a client’s account with the Adviser. This Brochure includes clarifying information about fees and expenses, risks, and conflicts of interest. In addition, the Adviser routinely makes updates throughout the Brochure to improve and clarify the description of its business practices, compliance policies and procedures, as well as to respond to evolving industry best practices.  Item 3. Table of Contents Page Item 4. Advisory Business ..................................................................................................................... 1 Item 5. Fees and Compensation ........................................................................................................... 1 Item 6. Performance-Based Fees and Side-By-Side Management ...................................................... 3 Item 7. Types of Clients ......................................................................................................................... 3 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .................................................. 3 Item 9. Disciplinary Information ........................................................................................................... 12 Item 10. Other Financial Industry Activities and Affiliations ................................................................... 13 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........... 13 Item 12. Brokerage Practices ................................................................................................................ 23 Item 13. Review of Accounts ................................................................................................................. 23 Item 14. Client Referrals and Other Compensation .............................................................................. 24 Item 15. Custody .................................................................................................................................... 24 Item 16. Investment Discretion .............................................................................................................. 24 Item 17. Voting Client Securities ........................................................................................................... 24 Item 18. Financial Information ............................................................................................................... 26 Item 19. Requirements for State-Registered Advisers .......................................................................... 26 i  Item 4. Advisory Business For purposes of this Brochure, the “Adviser” means Castle Rock Advisors LLC, a Delaware limited liability company, together (where the context permits) with other affiliates that provide advisory services to Clients (as defined below). Such affiliates may or may not be under common control with Castle Rock Advisors LLC but possess a substantial similarity of personnel and/or equity owners with Castle Rock Advisors LLC. The Adviser is wholly owned by Castle Rock Advisors Holdings LLC. The principal owner of Castle Rock Advisors Holdings LLC is Berkshire Partners Holdings LLC. The Adviser has been in business since May 2024. The Adviser provides investment advisory services to high-net-worth individuals, their family members, and their respective estate planning vehicles through the management of separate investment accounts (collectively, the “Separate Account Clients”). The Adviser also provides investment advisory services to certain pooled investment vehicles that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Funds’ interests are not registered under the Securities Act of 1933, as amended (the “Securities Act”) through which Separate Account Clients invest (the “Funds” and together with the Separate Account Clients, the “Clients”). The Adviser provides financial planning, investment management and family office services to Separate Account Clients. Separate Account Clients work with a dedicated Adviser engagement team to understand a Separate Account Client’s financial profile and identify a Separate Account Client’s financial goals and appropriate solutions in the areas of cash flow management, tax planning, insurance coverage, investment management, education funding, philanthropic giving, and retirement and estate planning. The Adviser serves as the Separate Account Clients’ primary advisor and will perform services internally as well as coordinate services with external service providers, including accountants, attorneys, insurance brokers, and other specialized financial advisors. The Funds invest into co-mingled funds, co-investments, special purpose vehicles or separately managed accounts managed by third-party investment managers (“Underlying Funds” and the third-party investment managers of such Underlying Funds, “Underlying Fund Managers”). In some instances, the Funds themselves may hold public or private securities that are held, recommended or otherwise informed by the underlying managers. The Adviser constructs each Fund to play a defined role in Client portfolios and includes investments designed to gain exposure to defined sources of return and to achieve return targets while adhering to illiquidity and risk parameters. Investment advice is provided directly to each Separate Account Client and to the Funds (and not individually to investors in the Funds) in accordance with a separate investment advisory, investment management, or portfolio management agreements, as applicable (each, an “Advisory Agreement”) or, with respect to a Fund, the applicable governing agreement of such Fund (such as a limited partnership agreement, operating agreement or analogous organizational document (each, an “Organizational Document” and together with the Advisory Agreements, the “Governing Documents”)). Any restrictions on investing in certain types of investments are set forth in the Governing Document of a Client. As of December 31, 2024, the Adviser managed a total of $493,665,951 of client assets on a discretionary basis and $1,101,175,473 of client assets on a non-discretionary basis. Item 5. Fees and Compensation Family Office Services The Adviser charges a fee to Separate Account Clients for family office services which reflects the services provided and the complexity of each Separate Account Client’s needs. Fees may be fixed or variable in accordance with terms negotiated by the Adviser and each Separate Account Client. Overhead of the Adviser and certain fees incurred for third parties providing services directly to a Separate Account Client 1  (which include for example, but are not limited to, insurance, legal, and tax) which have been coordinated by the Adviser are passed through directly to the Separate Account Client with no incremental fee charged by the Adviser. Fees are charged in accordance with a time schedule agreed upon by the Adviser and each Separate Account Client. A Separate Account Client may choose to initiate payment themselves or authorize the Adviser to deduct applicable fees from an account(s) administered by the Adviser on behalf of such Separate Account Client. The Adviser may receive payment for some Separate Account Clients’ fees from entities associated with such Separate Account Clients. Investment Advisory Services The Adviser charges Separate Account Clients a fee for investment advisory services based on a percentage of assets under management (“AUM”). Fees may vary by Separate Account Client based on the Separate Account Client’s AUM under a tiered fee schedule. The Adviser may aggregate assets of related Separate Account Clients (e.g., family members, family entities, etc.) for purposes of determining a Separate Account Client’s overall fee. There is no stated minimum fee. Fees are charged quarterly in advance based on a Separate Account Client’s AUM from the previous quarter. To the extent an Advisory Agreement is terminated and not otherwise replaced, the pro rata portion of prepaid fees will be returned or credited to the Separate Account Client. Separate Account Client may choose to initiate payment themselves or authorize the Adviser to deduct applicable fees from an account(s) administered by the Adviser on behalf of such Separate Account Client. Expenses of the Funds Direct and indirect expenses associated with operating the Funds will be allocated to the investors in such funds in proportion to their capital interest therein. Direct expenses may include, but are not limited to, interest charges on lines of credit, software, salaries, direct travel and research expenses, and other expenses incurred by the Adviser in providing fund administration. Indirect expenses may include, but are not limited to, expenses associated with third parties providing accounting, tax, legal, and other services. The Funds do not generally charge separate investment advisory fees (apart from the fees the Adviser directly charges Separate Account Clients receiving investment advisory services) but may charge a management fee and/or a performance fee to investors who are not Separate Account Clients. Any management fee or performance fee shall be charged in accordance with terms agreed upon by the Adviser and the relevant investor. External Investment Fees Fees (including any management fees and performance-based compensation) and expenses charged by the external investment managers, including any sub-advisors selected by the Advisor, or vehicles selected by the Adviser (each a “Manager”) to manage a Client’s assets are the responsibility of the Client and are separate from and in addition to the Adviser’s fee for investment advisory services described above. These fees are set out in each Manager’s investment advisory agreement or, in the case of mutual funds or private funds in the prospectus or offering memorandum. The Adviser is responsible for monitoring each relationship and reviewing the fees charged. In certain instances where the Adviser is able to negotiate fees that are lower than a Manager’s standard fee schedule, the Adviser passes these savings directly through to the applicable Clients. Other Fees and Expenses The fee the Adviser charges for family office services consists primarily of the Adviser’s operating expenses which include, without limitation, compensation of the Adviser’s personnel, including salary, bonus (whether fixed or performance-based), payroll taxes and benefits (including vacation time and sick leave), expenses for external consultants, and out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Client. Out of pocket expenses may include, among other things, office supplies, software, 2  professional subscriptions, licensing fees, professional development programs, conferences, travel and travel related expenses. All expenses are billed quarterly to a Client. As provided in the Governing Document of certain of the Funds, such Funds will bear a quarterly fee to a sub-advisor based on a percentage of the value of the assets held by the Funds. The fee is payable quarterly in advance. In the event an Advisory Agreement with a Fund is terminated, the Sub-Advisory Fee will be pro-rated based on the ratio of the number of days in the period for which the Sub-Advisory Fee has been made and after the termination date, and the balance will be refunded to the Fund. Details of all such fees for a Fund are contained in the Fund’s Governing Documents. The Adviser will not enter into a custodial relationship with a Separate Account Client. If the Separate Account Client engages a custodian, the Separate Account Client is responsible for determining and paying for the custodial costs of their accounts. From time to time, the Adviser may recommend that a Separate Account Client engage a particular custodian. In certain instances, if the Adviser receives cash and/or other compensation from such custodian in exchange for the introduction to the Separate Account Client in the event that the Separate Account Client engages the custodian, in such instances, the Adviser will offset such compensation against its fee paid by the Separate Account Client. The Separate Account Client will also be subject to fees and expenses related to mutual funds, money market funds, and other investments held in its accounts. Item 6. Performance-Based Fees and Side-By-Side Management The Adviser does not charge performance-based fees for its services to Clients but may, in the future charge a performance-based fee to investors in the Funds who are not Separate Account Clients. However, the Adviser may recommend or provide diligence on Underlying Fund Managers to Separate Account Clients that do charge performance-based fees. Item 7. Types of Clients The Adviser provides personalized discretionary and non-discretionary investment advisory services to high-net-worth individuals, their family, and their respective estate planning vehicles. The Adviser does not apply specific criteria for engagement by a Separate Account Client but instead evaluates prospective Separate Account Clients on a case-by-case basis. The Adviser also provides investment advisory services to the Funds. In such cases, investment advice is provided directly to each Fund, and not individually to investors in the Funds. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies The Adviser offers financial planning, investment management and family office services to the Clients. Clients work with a dedicated engagement team to understand a Client’s financial profile and identify a Client’s financial goals and appropriate solutions in the areas of cash flow management, tax planning, insurance coverage, investment management, education funding, philanthropic giving, and retirement and estate planning. The Adviser serves as the Clients’ primary advisor and will perform services internally as well as coordinate services with external service providers, including accountants, attorneys, insurance brokers, and other specialized financial advisors. The Adviser assists in the creation and management of a customized global, multi-asset class portfolio for each Client electing investment advisory services. The Adviser customizes the portfolio to match a Client’s stated goals, and risk tolerances. A dedicated investment advisory team manages each portfolio using individual securities, exchange-traded funds, money market funds, mutual funds, separately managed accounts, co-investments, hedge funds, and/or private funds. 3  The Adviser selects and sources Underlying Fund Managers, allocating capital globally across investment strategies and asset classes, executing investments both directly and through Underlying Funds, and reporting portfolio performance. The Adviser also serves as investment adviser to several Funds that are offered to the Separate Account Clients. It is expected that different Funds will be focused on different investment strategies thus Separate Account Clients may be invested in multiple Funds. The Adviser constructs each Fund to play a defined role in Client portfolios and includes investments designed to gain exposure to defined sources of return and to achieve return targets while adhering to illiquidity and risk parameters. The Funds invest in Underlying Funds managed by Underlying Fund Managers. In some instances, the Funds themselves may hold public or private securities that are held, recommended or otherwise informed by the Underlying Fund Managers. The Adviser sources Underlying Fund Managers, performs due diligence, and provides ongoing monitoring for any Underlying Fund Manager investments that are added to the Funds. The Adviser may also hire a sub-advisor to perform these services and to manage a standalone fund in accordance with an agreed upon investment strategy. The Adviser will also provide fund administration for the Funds including income allocation, capital account maintenance, and ongoing cash management (i.e., capital calls and capital distributions). Risks Investments made by the Clients involves a significant degree of investment risk, including the risk that the entire amount invested may be lost. The Adviser may advise the Clients to invest in securities using strategies and financial techniques with significant risk characteristics. No guarantee is made that the investment objectives of a Client will be realized. Although certain of the Adviser’s investment professionals have participated in the management of other investment funds and accounts, the past performance of such other investment funds and accounts cannot be relied upon as an indicator of a Client’s own success. There is no guarantee that a Client will be able to control investment risks or that the risks will not aggregate in a manner adverse to a Client. Material risks relating to the investment strategies and methods of analysis described above and to the types of investments typically made by the Clients include, but are not limited to, the risks outlined in the following paragraphs. General Economic, Political or Regulatory Conditions. General economic, political, or regulatory conditions may affect a Client’s activities. Interest rates, general levels of economic activity, the price of securities, availability and terms of credit, changes in laws, regulatory interventions and changes in regulations, changes in fiscal policies, tax laws, trade barriers, commodity prices, currency exchange rates and controls, national and international political circumstances, environmental and socioeconomic conditions (including wars, terrorist acts, or security operations), and participation by other investors in the financial markets, among other things, may affect the value and number of investments made by a Client or considered by a Client for prospective investments, which could adversely affect the Adviser’s ability to identify investments, a Client’s profitability, impede the ability of a Client’s investments to perform under or refinance their existing obligations, and impair a Client’s ability to effectively exit its investments on favorable terms. A Client’s investments can be expected to be sensitive to the performance of the overall economy. Any of the foregoing events or a negative impact on economic fundamentals and consumer confidence would likely increase market volatility and reduce liquidity, each of which could have a material adverse effect on the performance of a Client’s investments, which could be exacerbated by the presence of leverage in an investment’s capital structure. In addition, volatility and illiquidity in the financial sector may have an adverse effect on the ability of a Client to sell and/or partially dispose of its investments. No assurances can be 4  given as to the effect of these economic, political, or regulatory conditions on a Client’s investment objectives, or on the success of a Client’s investments. The political environment in the United States has continued to cause uncertainty regarding future political, legislative, or administrative changes that may impact the Adviser, the Clients and their investments, and the range and potential implications of possible outcomes are difficult to predict. Such uncertainty may have an adverse effect on, or cause volatility in, the U.S. or global economies and currency and financial markets in the short or long term, which in turn could have a material adverse effect on the performance of a Client’s investments. In addition, such changes could impact the regulations applicable to the Adviser, the Clients, or their investments. While certain of such changes could have a beneficial impact, other changes may more beneficially impact competitors, or could adversely impact the Adviser, the Clients, or their investments. Highly Competitive Market for Investment Opportunities. The market for attractive investment opportunities that meet the Clients’ investment objectives is highly competitive. The number of investors seeking to make such investments may reduce the number of suitable investment opportunities available to the Clients and adversely affect the terms upon which investments can be made. In that regard, the Clients will be competing for investments with other investment funds as well as individuals, companies, financial institutions and other investors. The Clients may incur significant expenses in connection with identifying investment opportunities and investigating other potential investments which are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other third-party advisors. There can be no assurance that the Clients will be able to locate, complete and exit investments that satisfy the Clients’ investment objectives. Investing in Illiquid Securities. A Client may invest its assets in securities that are not readily marketable or that are only thinly traded. In addition, a Client may invest in private placements of securities that are not registered under the Securities Act and may have little or no trading market. The Clients may not be able to readily dispose of such investments, and, in some cases, may be contractually prohibited from disposing of such securities for a specified period of time. These limitations on liquidity of a Client’s investments could prevent a successful sale thereof, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized Equity Risk. The Clients from time to time invest in common and preferred stock and other equity securities, including public and private equity securities. Equity securities generally involve a high degree of risk and will be subordinate to debt securities and other indebtedness of the issuers of such equity securities. Prices of equity securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. In some cases, the issuers of such equity securities may be highly leveraged or subject to other risks, such as limited product lines, contracts, markets, or financial resources. The market price of securities owned by a Client may go up or down, sometimes rapidly or unpredictably. Clients are subject to the risk that the equity securities in each of their portfolios will decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The values of equity securities may decline due to general market conditions, which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Such values may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes, including on dividend or interest payments and difficulty in obtaining and enforcing judgments against non-U.S. entities. In addition, securities which the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Adviser anticipates. As a result, a Client may lose all or substantially all of its investment in any particular instance. 5  Non-Controlling Investments. The Clients generally hold non-controlling interests in their investments including in the form of marketable securities, debt securities or other debt- or equity-like instruments and, therefore, the Clients will have a limited ability to protect their positions in such investments. Other investors may have economic or business interests or goals that are inconsistent with those of a Client, and such Client may not be in a position to protect the value of its investments. Therefore, there can be no assurance that a Client will be able to realize the value of any such investments. Underlying Fund Manager Recommendation Risks. When conducting due diligence with respect to managers, the Adviser may not be given access to information regarding the actual investments made by the Underlying Fund Manager. Neither the Adviser nor Clients will be able to control the activities of an Underlying Fund Manager or be able to monitor their investment activities on a real-time basis. At any given time, Clients may not know the composition of the Underlying Fund Managers’ portfolios with respect to the degrees of hedged or directional positions or the extent of concentration risk or exposure to specific markets. Similarly, Clients may not learn of significant structural events, such as personnel changes, major asset withdrawals or substantial capital growth until after the fact. A lack of transparency may cause Clients to incur losses as a result of, for instance, reduced diversification and/or over-exposure to particular sectors, regions or individual securities. Future results of an Underlying Fund Manager may differ significantly from the Underlying Fund Manager’s past performance. While the Adviser intends to employ reasonable diligence in evaluating and monitoring managers, no amount of diligence can eliminate the possibility that an Underlying Fund Manager may provide misleading, incomplete or false information or representations, or engage in improper or fraudulent conduct. Risks Investing in Underlying Funds. Most clients are generally expected to make investments in Underlying Funds. Investments in Underlying Funds may be speculative, leveraged, and volatile. The investments in which Underlying Funds invest may at any given time consist of securities and other financial instruments or obligations which are very thinly traded, which are restricted as to their transferability under applicable laws, or for which no market exists, and such investments may also be adversely affected by exchange regulations. The sale of any such investments may be possible only at substantial discounts. Furthermore, such investments may be extremely difficult to value with any degree of certainty. Business and Regulatory Risks of Pooled Investment Funds. Legal, tax and regulatory changes could occur during the term the Adviser works with a Client that may adversely affect the Client. The regulatory environment for pooled investment funds is evolving, and changes in the regulation of pooled investment funds may adversely affect the value of investments held by the Underlying Funds and the ability of the Underlying Funds to obtain the leverage they might otherwise obtain or to pursue their trading strategies. In addition, securities markets are subject to comprehensive statutes, regulations, and margin requirements. Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on the Underlying Funds could be substantial and adverse. Performance-Based Compensation Arrangements with Underlying Fund Managers. The Adviser will typically negotiate arrangements with Underlying Fund Managers which provide that the Underlying Fund Managers be compensated, in whole or in part, based on the appreciation in value (including unrealized appreciation) of the account during specific measuring periods. Such performance fee arrangements may create an incentive for such Underlying Fund Managers to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. Multiple Levels of Expenses. By investing in the Underlying Funds and securities indirectly through the Funds, the Clients bear any asset-based fees and performance-based fees and allocations payable to the Underlying Fund Managers, as well as a proportionate share of the transaction-related expenses and other operating costs of the Funds and, indirectly, similar expenses of the Underlying Funds. Thus, a Client may 6  be subject to higher aggregate fees and expenses than if the Client invested in the Underlying Funds directly or in an investment fund that invests directly in the assets in which the Underlying Funds invest. Expedited Transactions. Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may adversely affect an investment. Concentration of Investments. Subject to applicable limitations in the Advisory Agreements, the Adviser expects each Client’s portfolio to be relatively concentrated. Any such lack of diversification would increase the risk of loss to a Client if there were a decline in the market value of any security or sector in which such Client had invested a large percentage of its assets. Investment in a “non-diversified” fund will generally entail greater risks than investments in a “diversified” fund. Geographic Concentration. Generally, the primary geographic focus of each Client’s investments will be in the United States, although the Adviser also pursues (subject to any limitations in the applicable Governing Documents) international investments. There is generally no limitation on the level of concentration of a Client’s U.S. investments. Targeting a specific geographical area could hurt a Client’s performance or cause such performance to be more volatile than a more geographically diversified fund or account. Regulatory Risk. The Adviser may recommend Clients make allocations to sectors that have a higher regulatory risk. As a result, Clients may invest in regulated investments that are subject to any number of governmental licenses, permits or other approvals. In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, could have an adverse effect on a client’s current investments or asset allocation recommendations. Such changes could necessitate the creation of new business models and the restructuring of investments to satisfy regulatory requirements, which may be costly and/or time-consuming. Investment in Non-U.S. Securities. The Adviser will from time to time recommend the Clients invest in non- U.S. securities. Additionally, the Adviser will from time to time recommend the Clients invest in an Underlying Fund that invests in non-U.S. securities. Foreign securities involve certain risks not typically associated with investing in U.S. securities due to non-U.S. economic, political and legal developments, including risks relating to (i) favorable or unfavorable changes in currency exchange rates, (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative illiquidity of some foreign securities markets, (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation, (iv) the potential for rapid fluctuations in inflation rates, (v) certain economic and political risks, including possible regulations and restrictions on foreign investment and repatriation of capital and the risks of economic, political or social instability, (vi) foreign governmental approvals and compliance with foreign laws and regulations, (vii) the possible imposition of foreign taxes on income and gains recognized with respect to such securities, (viii) more rudimentary anti-fraud and anti-insider trading regulation and (ix) less developed corporate laws regarding fiduciary duties and the protection of investors. Additionally, investments in foreign securities may be subject to greater risks than U.S. investments due to exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of taxes on dividends, interest payments or capital gains, the need for approval by government or other authorities to make investments, and possible difficulty in obtaining and enforcing judgments against non-U.S. entities and other factors beyond the control of the Adviser. Furthermore, issuers of non-U.S. securities are subject to different, often less comprehensive accounting, reporting or disclosure requirements than U.S. issuers. The securities markets of some countries in which a Client may invest have substantially less volume than those in the United States, and securities of certain companies in these countries are less liquid and more volatile than securities of comparable U.S. companies. Accordingly, these markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks of securities, than is usual in the United States. Brokerage commissions and other transaction costs on 7  securities exchanges in non-U.S. countries are generally higher than in the United States. Non-U.S. securities settlements may in some instances be subject to delays and related administrative uncertainties. In some countries, there are restrictions on investments or investors such that the only practicable way for a Client to invest in such markets is by entering into swaps or other derivative transactions with a prime broker or other intermediary or counterparty. Such transactions involve counterparty risks that are not present in the case of direct investments and that the Adviser may not be able to control. The Clients’ historical returns on their U.S. investments may not be indicative of the results they may achieve on future investments located in foreign countries. Cash and Other Investments. A Client may invest all or a portion of its assets in cash or cash items, in whole or in part, for investment purposes, pending other investments or as provision of margin for futures or forward contracts. These cash items are generally of high quality at the time of investment and may include a number of money market instruments such as negotiable or non-negotiable securities issued by or short-term deposits with the U.S. and non-U.S. governments and agencies or instrumentalities thereof, bankers’ acceptances, high quality commercial paper, repurchase agreements, bank certificates of deposit and short-term debt securities of U.S. or non-U.S. issuers deemed to be creditworthy by the Adviser. While these investments generally involve relatively low risk levels, they may produce lower than expected returns and could result in losses. Fixed-Income Securities. Clients invest primarily in Underlying Funds or equity securities. However, subject to any applicable guidelines and/or restrictions in the Governing Documents of a Client, a Client may invest in bonds or other fixed-income securities, including, without limitation, commercial paper and “higher yielding” (and, therefore, higher risk) debt securities. Such securities may be below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue lower-rated debt securities often are highly leveraged and may not have access to more traditional methods of financing. Trading in such securities may be limited or disrupted by an economic recession, resulting in an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could affect adversely the ability of the issuers of such securities to repay principal and pay interest thereon and, therefore, increase the incidence of default for such securities. Market Disruption and Geopolitical Risk. An unstable geopolitical climate and continued threats of terrorism could have a material adverse effect on general economic conditions, market conditions and market liquidity. The United States and governments globally have seen a rise in populist and nationalist tendencies, with political parties espousing such themes gaining strength in local and national elections. Increased focus and scrutiny of globally operating organizations may adversely affect a Client and its investment activities. Moreover, certain current events and resulting movements (including protests) have caused social unrest in the United States and in other parts of the world. At times, such movements have been accompanied by violence and looting which has seen certain businesses suffer physical damage and economic loss. In addition, such movements have seen certain businesses become subject to adverse publicity and heightened scrutiny as a result of historical action or inaction. To the extent that a Client’s investments are impacted by such social unrest, physical damage and economic loss or the threat thereof (e.g., in the retail sector), there could be a material adverse impact on a Client and its investments. A number of factors, including the supply chain disruptions, developments in the oil market as a result of conflict between Ukraine and Russia, public health measures, widespread job losses, and other factors (including second- and third-order effects related to the foregoing) have contributed to a growing sense of volatility and uncertainty in the markets for all assets, including securities and other financial assets, commodities and real estate, among others. While the Adviser intends to consider investments that have 8  been impacted by such factors to the extent it believes it can capitalize on perceived mispricing as a result of market disruptions, there can be no guarantee that such strategy will be successful or result in positive returns for investors. In particular, it is likely that a number of the Clients’ investments will include assumptions regarding potential social and governmental responses to the current uncertain economic, social and political environment. To the extent any assumption made regarding an investment (whether or not such assumption is made prior to the consummation of such investment) proves inaccurate, returns of such investment are likely to be impacted materially. Such events may also reduce the availability of potential investment opportunities and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. At such times, the Clients’ exposure to a number of other risks described elsewhere in this section can increase. Additionally, a serious global health crisis or pandemic or a natural disaster could severely disrupt the global, national and/or regional economies. A Client is subject to the risk that war, terrorism and related geopolitical events may lead to increased short-term market volatility and have adverse long-term effects on the U.S. and world economies and markets generally, as well as adverse effects on issuers of securities and the value of a Client’s investments. Those events, as well as other changes in U.S. and non-U.S. economic and political conditions, also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Client’s investments. At such times, a Client’s exposure to a number of other risks described elsewhere in this section can increase. Other factors, such as changes in U.S. federal or state tax laws, U.S. federal or state securities laws, bank regulatory policies or accounting standards may make asset acquisitions less desirable. Similarly, legislative acts, rulemaking, adjudicatory or other activities of the U.S. Congress, the SEC, the Federal Reserve Board, the New York Stock Exchange or other securities or commodities exchanges, the Financial Industry Regulatory Authority or other governmental or quasi-governmental bodies, agencies, and regulatory organizations may make the business of the Adviser more difficult to operate. Public Health Emergencies. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted and could result in further market volatility and disruption, and any future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Clients and their investments. In an effort to contain such health emergencies, national, regional, and local governments, as well as private businesses and other organizations, have taken or have the potential to take restrictive measures, including instituting local and regional quarantines, restricting travel (including closing certain international borders), prohibiting public activity (including “stay-at-home” and similar orders), and ordering the closure of large numbers of offices, businesses, schools, and other public venues. Any such measures have the potential to significantly diminish economic production and activity of all kinds and contribute to volatility in financial markets, demand across categories of consumers and businesses, as well as in the credit and capital markets. Restrictive measures, whether on an initial or re-imposed basis, also have the potential to cause labor force and operational disruptions, slowing or complete idling of certain supply chains and manufacturing activity, increases in unemployment levels, and strain and uncertainty for businesses and households, with a particularly acute impact on industries dependent on healthcare and travel and public accessibility, such as transportation, hospitality, tourism, retail, sports, and entertainment. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition, and performance of any particular industry or business, is impossible to predict but could have a significant adverse impact and result in significant losses to the Clients. The extent of the impact on the Clients’ and their investments’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality, and reductions in the availability of capital. These same factors may limit the ability of the Adviser to source, diligence, and 9  execute new investments and to manage, finance, and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal, and regulatory frameworks in ways that are adverse to the investment strategy the Adviser may recommend to the Clients, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. They may also impair the ability of investments or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Adviser may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements, and other factors related thereto, including their potential adverse impacts on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Cybersecurity Risk. The Adviser, the Clients’ service providers and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different cyber threats and other risks that could adversely affect a Separate Account Client or a Fund and its investors, despite the efforts of the Adviser and the Clients’ service providers to adopt technologies, processes and procedures intended to mitigate these risks and help protect the security of their computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to a Separate Account Client or a Fund and its investors. Cyber incidents refer to both intentional attacks and unintentional events including: processing errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical-related disruptions, unauthorized access to digital systems (through “hacking” or malicious software coding), computer viruses, and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality (including denial of service attacks). Cybersecurity incidents, cyberattacks and other malicious internet- based activity have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency and magnitude in the future. The use of internet- or cloud-based programs, technologies, and data storage applications generally heightens these risks, and the risks of attack are heightened in remote work environments. As part of its business, the Adviser processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Clients and personally identifiable information of Clients and Fund investors. Similarly, affiliates and service providers of the Adviser, and service providers of the Clients, especially any administrators, may process, store and transmit such information. For example, unauthorized third parties could attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of the Adviser, the Clients’ service providers and counterparties, as well as the data stored by these systems, including investor information. The Adviser and the Clients’ service providers may be subject to ransomware or other attacks that could cause a substantial business disruption or loss of availability of data that could prevent the Clients and Adviser from executing their investment strategy or accessing an account, which could lead to financial losses. Third parties could also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of the Funds’ investors or to transfer funds to unauthorized third parties. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems or networks change frequently, may be difficult to detect for long periods of time and generally are not recognized until launched against a target. Therefore, companies as well as their third-party partners (including vendors and investments) may be unable to anticipate these techniques, react in a timely manner or implement adequate preventive measures. A successful penetration or circumvention of the security of the Adviser’s systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or 10  network system or costs associated with system repairs. There have been reports of alleged foreign government-sponsored hacking attempts on American corporate intellectual property, and the Adviser and the Clients’ investments may be at risk of cyberattacks. Any of these such incidents could cause the Clients, the Adviser or their service providers to incur regulatory penalties, reputational damage, additional compliance costs, increased insurance premiums or financial loss. Such incidents could cause the Clients, the Adviser or their service providers to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures or financial loss. In addition, the Adviser may incur substantial costs related to investigation and remediation of the cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage or litigation, regulatory actions or other legal risks. While the Adviser believes that the Advisers’ critical service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Adviser cannot control the cybersecurity plans and systems put in place by the Adviser’s service providers or any other third parties whose operations may affect the Clients. Similar types of operational and technology risks are also present for the companies in which a Client invests, which could have material adverse consequences for such companies and may cause the Clients’ investments to lose value. Risks of Artificial Intelligence (“AI”). The Adviser’s ability to use, manage and aggregate data may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit the Adviser’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While the Adviser will under certain circumstances restrict certain uses of third-party and open source AI tools, such as ChatGPT, the Adviser’s employees and consultants and a Client’s investments will under certain circumstances use these tools, which poses additional risks relating to the protection of the Adviser’s and such investments’ proprietary data, including the potential exposure of the Adviser’s or such Underlying Funds’ confidential information to unauthorized recipients and the misuse of the Adviser’s or third-party intellectual property, which could adversely affect the Adviser, a Client or a Client’s investments. Use of AI tools may result in allegations or claims against the Adviser, a Client or a Client’s investments related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in the Adviser’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative impact on the Adviser or on the performance of a Client and a Client’s investments. AI tools could also be used against the Adviser, a Client or a Client’s investments in criminal or negligent ways. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of the Adviser, a Client or a Client’s investments to utilize AI in the manner is has to-date and may have an adverse impact on the ability of the Adviser, a Client or a Client’s investments to continue to operate as intended. Possibility of Fraud and Other Misconduct of Employees and Service Providers. Misconduct by employees of the Adviser, service providers to the Adviser, or the Clients and/or their respective affiliates could cause significant losses to such Clients. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Clients, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement, or 11  serious financial harm, including limiting the business prospects or future marketing activities of such Clients and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption, and/or financial losses to such Clients. The Adviser has controls and procedures through which they seek to minimize the occurrence of such misconduct and procures insurance to mitigate potential losses from such conduct. However, no assurances can be given that the Adviser will be able to identify or prevent such misconduct or that losses will be minimized. Third-Party Advice. The Adviser and its Clients utilize the services of attorneys, accountants and other advisors and consultants in their operations. The Adviser and its Clients generally rely upon such advisors for their professional judgment with respect to legal, tax and other regulatory matters. Nevertheless, there exists a risk that such advisors may provide incorrect advice from time to time or make errors when providing services. Neither the Adviser nor its Clients will have any liability to a Client’s investors for any reliance upon such advice or services, provided that such advisors were selected with reasonable care. Additionally, subject to certain limitations, the Clients may be required to exculpate and indemnify such service providers for any losses incurred. Investors in a Fund generally have no direct rights against such advisors. Where wrongdoing is alleged to have been committed against a Fund, such wrongdoing would generally only be actionable by the Fund’s general partner. In the absence of any direct contractual relationship between a Fund’s investors and its advisors, there are only very limited circumstances in which an investor may bring a direct claim against any such advisor, including the Adviser. Privacy, Data Protection and Information Security Compliance Risk - General. The Adviser and the Clients (and their investments (including Underlying Funds)) are, and will from time to time be, subject to various laws and regulations related to privacy, data protection and information security in the jurisdictions in which they do business (collectively, “Privacy Laws”). As the Privacy Laws are enacted, implemented, interpreted, applied, amended and replaced, compliance costs may increase and may require the dedication of additional time and resources, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Privacy Law Compliance Risk. The adoption, interpretation, and application of Privacy Laws could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of the Adviser, the Clients and/or their investments (including Underlying Funds), and as such could increase costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions, or other penalties, which could materially and adversely affect the results of operations and overall business as well as have a negative impact on reputation and Client performance. As Privacy Laws are implemented, interpreted, and applied, compliance costs for the Adviser, the Clients and/or their investments, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted, or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws and regulations are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include the Adviser, the Clients and/or their investments. Item 9. Disciplinary Information The Adviser has no legal or disciplinary events to report in response to Item 9. 12  Item 10. Other Financial Industry Activities and Affiliations Related General Partner An affiliate of the Adviser serves as a general partner of each of the Funds structured as a partnership. For a description of material conflicts of interest created by the relationship between the Adviser and the general partner, as well as a description of how such conflicts are addressed, please see Item 11 below. Affiliate Advisers Berkshire Partners LLC (together with its affiliates, including general partner entities, that provide advisory services to and/or receive fees from pooled investment vehicles advised by Berkshire Partners LLC, “Berkshire”) is an investment adviser and is controlled by Berkshire Partners Holdings LLC. Stockbridge Partners LLC (together with its affiliates, including general partner entities, that provide advisory services to and/or receive fees from pooled investment vehicles and other accounts advised by Stockbridge Partners LLC, “Stockbridge”) is also an investment adviser and is also controlled by Berkshire Partners Holdings LLC, which is the principal owner of the Adviser. The Adviser considers the relationships with its two affiliated advisers, Berkshire and Stockbridge, to be material to its advisory business. Berkshire is separately registered as an investment adviser with the SEC and, like the Adviser, is controlled by Berkshire Partners Holdings LLC. Berkshire primarily invests in privately held securities and generally seeks to obtain governance rights in its investments. Stockbridge is separately registered as an investment adviser with the SEC and, like the Adviser, is controlled by Berkshire Partners Holdings LLC. Stockbridge primarily makes relatively long-term investments in publicly traded equities. For the avoidance of doubt, the term “Adviser” as used herein does not include Berkshire or Stockbridge and the terms “Berkshire” or “Stockbridge” do not include the Adviser. For purposes of this Brochure, Berkshire and Stockbridge are referred to as the “Affiliate Advisers”. For a description of material conflicts of interest created by the relationship between the Adviser and the Affiliate Advisers, as well as a description of how such conflicts are addressed, please see Item 11 below. Affiliated Pooled Investment Vehicles The pooled investment vehicles advised by Berkshire and Stockbridge are, by virtue of the Adviser’s relationship with Berkshire and Stockbridge, affiliated with the Adviser and the Clients. Although they have different investment objectives, the Clients may from time to time may hold the same securities as pooled investment vehicles advised by Berkshire or Stockbridge (such entities, the “Affiliated Funds”) and the Separate Account Clients will typically invest in the Affiliated Funds. For a description of material conflicts of interest created by the relationship between the Adviser and any such Affiliated Funds, as well as a description of how such conflicts are addressed, please see Item 11 below. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The Adviser has adopted a written code of ethics (the “Code of Ethics”) that is applicable to (i) all of its principals, partners, officers (or any person performing similar functions) and employees and other personnel; (ii) every natural person (whether or not an employee of the Adviser) that is subject to the Adviser’s supervision and control that (a) has access to nonpublic information regarding a Client’s purchase or sale of securities, (b) is involved in making securities recommendations to a Client, or (c) has access to nonpublic securities recommendations to a Client, as well as officers and employees of the Affiliate Advisers and certain independent contractors; and (iii) members of the household of any of the natural persons listed under (i) and (ii) (collectively, “Adviser Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain preclearance and reporting obligations. The Code of Ethics prohibits Adviser Personnel from purchasing 13  certain “covered securities” for their own accounts. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer (“CCO”) 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 Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, unwinding of any applicable trade, profit disgorgement, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to Compliance@castlerockadvisors.com. Participation or Interest in Client Transactions The Adviser, certain employees of the Adviser and the Affiliate Advisers may be Separate Account Clients or may be investors in the Funds. In addition, Adviser Personnel may be investors in an Affiliated Fund. The Adviser and certain Adviser Personnel may purchase or sell securities that are owned by its Clients, or rejected by its Clients, unless such purchase or sale is prohibited and on the Adviser’s Restricted List or the transaction would otherwise violate the Adviser’s policies, procedures or any applicable laws. Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including investment activities for their own accounts and for the accounts of other investment funds, and providing transaction-related, investment advisory, management and other services to Clients. In the Adviser’s ordinary course of conducting its activities, the interests of a Client can conflict with the interests of the Adviser, other Clients or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including, for example, the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts. When conflicts arise between Clients, the Adviser will resolve the conflict. In doing so, it will generally consider various factors, including the interests of such Clients with respect to the immediate issue and/or with respect to the longer-term course of dealing among the Clients. In the case of all conflicts involving a Client, the determination as to which factors are relevant, and the resolution of such conflicts, will be made in the sole discretion of the Adviser. Conflicts The material conflicts of interest encountered by a Client include those discussed below, although the discussion below does not necessarily describe all of the potential conflicts that may be faced by a Client. Other conflicts may be disclosed throughout this Brochure and in the Governing Documents of each Client, and these materials should be read in their entirety for other conflicts. Evaluating and resolving conflicts is complex and new and different types of conflicts may subsequently arise. While the Adviser has adopted policies and procedures to address certain conflicts, there can be no assurance such policies and 14  procedures will have the desired effect or that the Adviser will be able to resolve conflicts in a manner that is favorable to the Clients. Subject to complying with the personal investment policies contained within the Adviser’s Code of Ethics, Adviser Personnel reserve the right to manage their own personal investments and will continue to manage and monitor such personal investments until their realization or other disposition. To the extent an investment opportunity is received that is unsuitable for a Client in the Adviser’s sole discretion, the Adviser and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Unless restricted by the relevant Governing Documents, and subject to internal approval, Adviser Personnel may be permitted to serve on boards or act in other roles unaffiliated with the Adviser, the Clients or their investments, including boards of charitable and educational institutions, public or private companies and receive compensation in connection with such services and roles. Conflicts Relating to Affiliate Advisers As described above, the Adviser has two affiliated investment advisers, each of which focuses primarily on different investment strategies, although from time to time may overlap with the investment strategy of the Adviser and the Clients. In the ordinary course of conducting its activities, the interests of a Client will, from time to time, conflict with the interests of an Affiliate Fund (or investors therein). The Affiliate Advisers have in the past and may in the future also engage and retain advisers, consultants and similar professionals who are not employees or affiliates of such Affiliate Adviser (notwithstanding that such professionals may be exclusive to such Affiliate Adviser) and who may, from time to time, receive payments from such Affiliate Adviser or receive payments from or allocations of investment opportunities with respect to, entities, which may include entities in which the Affiliate Funds have interests. These fees will not be shared by the Affiliate Funds and will not otherwise benefit the Clients. Implementation of certain investment strategies of the Clients may be dependent, in whole or in part, on information obtained from the Affiliated Advisers. While the Affiliate Advisers may, they are not required to provide any information to the Adviser and there is no assurance the Affiliate Advisers will provide such information to the Adviser which will adversely impact the Clients. Conflicts Relating to Affiliate Funds In connection with its investment activities, the Adviser and its Affiliate Advisers will encounter situations in which they must determine how to allocate investment opportunities among various clients and other persons, including the Clients and the Affiliate Funds. The Adviser and the Affiliated Advisers have adopted written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. The Clients are generally subject to investment allocation requirements set forth in the Governing Documents of such Client. In addition, the Affiliate Funds are generally subject to investment allocation requirements set forth in the instruments under which such Affiliate Fund was established (such as an Affiliate Fund’s limited partnership agreement or private placement memorandum), or in side letters. Investments sourced by the Adviser or an Affiliate Adviser that are appropriate for an Affiliate Fund will first be made available to such Affiliate Fund. Even where an investment opportunity is appropriate for a Client but is of the type of investment made by an Affiliate Funds (e.g., private company investments and/or investments in public companies with representation on the board of directors and/or other active governance roles), such investments will typically be offered first to such Affiliate Fund. The Adviser and the Affiliate Advisers make independent decisions regarding recommendations with respect to any particular investment. As a result, a Client may invest in opportunities that an Affiliate Fund declined and likewise, an Affiliate Fund may invest in opportunities a Client has declined. 15  In addition, while not expected to be common, from time to time a Client may receive a distribution-in-kind from an investment and as a result, may end up holding the a security in the same issuer that is held by another Client or an Affiliate Fund. Such interests may be in the same, overlapping or different levels of the issuer’s capital structure. In such instances, there may be conflicting interests in connection with such investments and the Affiliate Funds may take actions that are adverse to the Clients. In addition, while not expected to be common, the Clients may in the future continue to invest in the same companies in which the Affiliate Funds are invested. Conflicts of interest may arise among the Clients and Affiliate Funds. For instance, investments by a Client and an Affiliate Fund in the same issuer may raise the risk of using the resources of a Client to support positions taken by an Affiliate Fund. The Adviser and the Affiliate Advisers will evaluate for the Clients or Affiliate Funds a variety of factors which may be relevant in determining whether a particular investment opportunity is appropriate and feasible for the Clients or Affiliate Funds, including the nature of the investment opportunity taken in the context of the other investments at the time, the potential liquidity of the investment relative to the needs of the Clients or Affiliate Funds, investment or regulatory limitations and the transaction costs involved. Because these considerations will generally differ for the Clients and one or more Affiliate Funds in the context of any particular investment opportunity, the investment activities of the Clients and the Affiliate Funds will generally differ considerably. Because the Affiliate Advisers have priority in pursuing their investment mandates, conflicts with the investment activity of the Adviser are expected to be resolved in favor of the Affiliate Advisers. A Client may also invest in an issuer in which an Affiliate Fund has previously made or concurrently will make an investment (including debt investments). Investments made by such Client and an Affiliate Fund could be in different parts of a portfolio company’s capital structure, including with respect to seniority, interest rates, security, dividends, voting rights and participation in liquidation proceeds. In addition, such investments could be acquired by a Client and an Affiliate Fund at different times or at different prices. As a result, the interests and/or investment objectives of a Client and an Affiliate Fund may differ in the case of financial distress of such issuer, including the structuring of, or exercise of rights with respect to, investment transactions and the timeframe for and method of exiting the investment. In addition, there may be differences in timing of entry into, or exit from, an issuer for reasons such as differences in strategy, existing portfolio or liquidity needs. These variations in timing may be detrimental to a Client. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a debt-holding Client and/or Affiliate Fund versus an equity-holding Client and/or Affiliate Fund. The Affiliate Advisers have existing and potential advisory and other relationships with a significant number of investments and other clients, and have in the past and may in the future provide financing, services, advice or otherwise deal with third parties whose interests conflict with the interests of a company (or a company directly or indirectly held by an Underlying Fund) in which a Client has invested, such as competitors, suppliers or customers of a company (or a company directly or indirectly held by an Underlying Fund) in which a Client has invested. On occasion, an Affiliate Adviser may recommend or cause such a third party to take actions that are adverse to a Client or companies (or companies directly or indirectly held by an Underlying Fund) in which it has invested. The appropriate allocation among the Clients, any Affiliate Funds, the Affiliated Advisers and the Adviser of expenses and fees generated in the course of evaluating potential investments that are not consummated, such as out-of-pocket expenses associated with due diligence, attorney’s fees and the fees of other professionals will be determined by the Adviser in its sole discretion. The Adviser will from time to time cause a Client to (or recommend that a Client), if permitted under such Client’s Governing Documents or Advisory Agreement, as applicable, invest in one or more Affiliated Funds. The Adviser may be incentivized to cause a Client to invest in (i) an Affiliated Fund as opposed to a fund managed by a third-party, even where an investment in a fund managed by a third-party would have offered the potential for higher returns or lower fees or (ii) certain Affiliated Funds over other Affiliated Funds 16  including where such funds have differing levels of fees or have different relative capital needs. In such a case, even though the Adviser does not charge Clients management fees or performance-based fees, the investing Client (or investors in the investing Client, if applicable) will bear not only their allocation of the Adviser’s overhead, and other expenses (as the case may be) as described above, but also any management fees, performance-based compensation, and expenses (as the case may be) associated with their investment in the Affiliated Fund, which are paid to the Affiliate Adviser (or its related persons, as the case may be), and will not reduce any allocation of overhead or expenses payable by the investing Client. There can be no assurance, in light of the conflicts described above, that the determination to cause a Client to invest in an Affiliated Fund will ultimately prove to be the most profitable or advantageous course of action for the investing Client. Allocation of Investment Opportunities Among Clients The Adviser manages a number of Clients that typically have investment objectives similar to each other. The Adviser expects that it or its personnel will in the future establish one or more additional investment funds or accounts with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Clients. Allocation of available investment opportunities between Clients and any such investment fund or account could give rise to conflicts of interest. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser may be faced with a variety of potential conflicts of interest. While the Adviser determines how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Adviser is subject, discussed herein, did not exist. In addition, a Client may not pursue an investment opportunity that is within its mandate as a result of trading activities of, or other investments made by, other Clients and/or Affiliate Funds and/or their portfolio companies. Further, if, in the discretion of the Adviser, a Client should not participate in a particular investment opportunity for tax or regulatory reasons, such investment opportunity will be allocated only to other Clients not affected by such tax or regulatory reasons. To the extent an investment is not allocated pro rata, the Clients participating in such an investment opportunity could incur a disproportionate amount of income or loss related to such investment relative to any other Clients. The allocation methodology used by the Adviser will likely vary over time and determinations will be made on a case-by-case basis. In certain instances, investment opportunities will be offered to one or more Clients and not others, based on the contractual requirements or investment allocation guidelines contained in a Client’s Governing Documents. Other Strategies The Adviser or the Affiliate Advisers has in the past and continues to pursue investment strategies that it believes are complementary to the business of the Affiliate Advisers, including, but not limited to infrastructure investments and debt financing investments (e.g., bank loan participations or assignments, bonds, mezzanine debt or similar investments), and including, without limitation, minority investments in or related to the debt financing of an issuer in which a Client has invested. These alternative investing strategies differ from that of the Clients, and conflicts of interest could arise among the Clients and their affiliates that invest in such securities. If such complimentary investing strategies are pursued, there may be additional conflict of interests in the allocation of investment opportunities among the Clients and such affiliates. In such event, the Adviser will evaluate for the Clients or such affiliates a variety of factors which may be relevant in determining whether a particular investment opportunity is appropriate and feasible for the Clients or such affiliates, including the nature of the investment opportunity taken in the context of market conditions at the time, consistent with the Advisory Agreement for the applicable Client, and consistent with the policies and procedures adopted by the Adviser. 17  Cross-Transactions The Adviser may cause a Client to purchase investments from another Client or Affiliate Fund, or it has in the past and may in the future cause a Client to sell investments to another Client or Affiliate Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Client may not receive the best price otherwise possible. Additionally, in connection with such transactions, the Adviser, the Affiliate Advisers and/or their professionals (i) may have significant investments, or intentions to invest, in an Affiliate Fund that is selling and/or purchasing such an investment to a Client or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). The Affiliate Advisers may receive management or other fees in connection with their management of the relevant Affiliate Fund involved in such a transaction. To address these conflicts of interest, the Adviser will ensure that it (a) considers its respective duties to each Client, (b) 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, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of the Adviser, and (iii) 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 prior to the settlement of any principal transaction. In connection with the Adviser’s management of the Clients, the Adviser and the Affiliate Advisers from time to time engage in principal transactions, subject to receiving the consent required under Section 206. 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 Client(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In addition, the Advisory Agreement of each applicable Client contain additional restrictions on the ability of such Client or the Adviser to engage in principal transactions. Access to Insider Information As a result of participation by representatives of the Adviser or the Affiliate Advisers on boards of certain companies, and/or as a result of confidentiality agreements or non-disclosure agreements entered into by the Adviser or the Affiliate Advisers or otherwise, the Adviser may acquire confidential or material, non- public information or be restricted from initiating transactions in certain securities. The Adviser will not be free to act upon any such information, which may serve to restrict the Clients in their investment activities. Due to these restrictions, a Client may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Such possession of material, non-public information may create a conflict of interest involving (i) the duties and obligations of the Adviser, the Affiliate Advisers, or their representatives to the companies on whose boards these representatives participate and (ii) a Client’s ability to effect purchases and sales of the securities of such companies. Inadvertent trading on material, non-public information could have material adverse effects on the Adviser’s reputation, result in the imposition of regulatory or financial sanctions and, as a consequence, negatively impact the Adviser’s ability to perform its investment management services on behalf of the Clients. The Adviser and the Affiliate Advisers maintain a Code of Ethics that limits their employees’ ability to engage in personal trading and allows the Adviser and the Affiliate Advisers to monitor for such activity. In addition, the Adviser and the Affiliate Advisers receive and generate various kinds of company data and other information, including information related to financial, industry, market, business operations, trends, budgets, plans, employees, contractors, customers, suppliers, competitors and other metrics, some of 18  which is sometimes referred to as “big data.” This information may, in certain instances, include material, non-public information received or generated in connection with efforts on behalf of one Client’s or an Affiliate Fund’s investment (or prospective investment) in an investment. As a result, the Adviser may be better able to anticipate macroeconomic and other trends, financial opportunities and otherwise develop investment strategies. The Adviser may enter into agreements that may limit the distribution and use of such data. Subject to the limitations of such agreements and applicable securities laws, the Adviser, the Affiliate Advisers, or certain other Clients or the Affiliate Funds may in the future use or benefit from this information without being required to compensate the Client from which such information was obtained. In addition, the Adviser may have an incentive to pursue investments based on the data and information expected to be received or generated from such potential investment. Furthermore, except for (i) contractual obligations to third parties to maintain confidentiality of certain information, (ii) policies, practices and procedures designed to ensure confidentiality of trade secrets and (iii) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, the Adviser is generally free to use data and information from a Client’s activities in its sole discretion for the benefit of the Adviser and other Clients. The Adviser has in the past and is likely in the future to utilize such information, subject to contractual restrictions and applicable securities laws, to benefit the Adviser, the Affiliate Advisers or certain Clients and Affiliate Funds in a manner that may otherwise present a conflict of interest resulting from the particular facts and circumstances. Conflicts Relating to the Adviser It is expected that Adviser Personnel and its affiliates responsible for managing a particular Client will have responsibilities with respect to other Clients (and, in the case of certain employees, with respect to Affiliate Funds), including funds or accounts that may be raised or established in the future. Conflicts of interest may arise in allocating time, services or functions of Adviser Personnel. Adviser Personnel have an incentive to allocate more time, services or functions to better performing Clients or Clients from which they derive a higher economic benefit. The Adviser may, in its discretion, contract with any related person of the Adviser of an Affiliate Adviser (including, but not limited to, a company in the investment portfolio of an Affiliate Fund) to perform services for the Adviser in connection with its provision of services to the Clients. When engaging a related person to provide such services, the Adviser may have an incentive to recommend the related person even if another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. The Adviser generally may, in its discretion, recommend to a Client (in response to a solicitation for a recommendation or otherwise) that it contract for services with (i) the Adviser or a related person of the Adviser (including, but not limited to, a company in the investment portfolio of an Affiliate Fund) or (ii) an entity with which the Adviser, an Affiliate Adviser or a member of their personnel has a relationship or from which the Adviser, an Affiliate Adviser or their personnel otherwise derives financial or other benefit. Such relationships may influence the decisions that the Adviser makes with respect to the Clients. When making such a recommendation, the Adviser may, because of its financial or other business interests, have an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. The Adviser, the Affiliate Advisers and their personnel have in the past and may in the future buy securities in transactions offered to but rejected by Clients, or buy securities in transactions that were not available as appropriate for Client investment. A conflict of interest may arise because such investing personnel will, for some investments, benefit from the evaluation, investigation and due diligence undertaken by the Adviser on behalf of a Client. In such circumstances, the investing personnel will not necessarily share or reimburse the relevant Client(s) and/or the Adviser for any expenses incurred in connection with the investment opportunity and the Adviser will make any determination to cause the investing personnel to share or reimburse the relevant Client(s) and/or the Adviser for any expenses on a case by case basis in its sole discretion. 19  In addition, the Adviser, the Affiliate Advisers and their personnel also buy securities and hold interests as passive investors in other investment vehicles (including venture capital funds, hedge funds, real estate funds, private equity funds and other similar investment vehicles) which may invest in similar industries and sectors as the Client. The Adviser, the Affiliate Advisers and their personnel also invest, directly or indirectly, in the same Underlying Funds as Clients. Such investing personnel have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same investments as the Clients or their Underlying Funds, and there may be situations in which such investment vehicles purchase securities from, or sell securities to, a Client. Such transactions are subject to the policies and procedures set forth in the Adviser’s Code of Ethics. Adviser Personnel and personnel of the Affiliate Advisers have family members that are actively involved in industries and sectors in which the Clients invest or have business, personal, financial, or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. Moreover, in certain instances, the Clients may purchase or sell interests from or to, or otherwise transact with entities that are owned by such family members or in respect of which such family members have other involvement. The fees for services provided by such service providers may or may not be at the same rate charged by other third-party service providers, and the Adviser is not required to select service providers who may have lower rates (or to engage in any benchmarking of such fees). In most such circumstances, the Clients’ Governing Documents will not preclude the Clients from undertaking any of these investment activities or transactions. Clients from time to time invest in securities in which the Adviser, the Affiliate Advisers and their personnel have previously invested for their own accounts. Furthermore, the Adviser, the Affiliate Advisers and their personnel from time to time invest for their own accounts in securities of companies in which Clients have previously invested. While the significant interests of such investing personnel generally align with the interests of such persons with the Clients, such persons may have differing interests from a Client with respect to such investments (for example, with respect to the availability and timing of liquidity). Certain expenses are paid for on behalf of a Client or, if incurred by the Adviser, are reimbursed by a Client. However, the Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Client to incur) such expenses since other mitigating factors may prevail over cost. In the future, certain Clients may be offered ownership interests in the Adviser in amounts determined by the Adviser in its sole discretion. To the extent profits are generated in the future with respect to the Adviser’s activities, such Clients would receive a portion of such profits and would benefit from such activities. Any such fees and amounts shared with such Clients would not be shared or otherwise benefit any other non-owner Client. Service Providers The Adviser and/or the Affiliate Advisers may engage or refer service providers to provide services to the Adviser and/or a Clients including services during the due diligence process. Such service providers are, in certain circumstances, current, former or prospective investors in an Affiliate Fund or affiliates of such investors, current and former officers and employees of current and former portfolio companies held by Affiliate Funds, and current and former service providers to current and former portfolio companies of Affiliate Funds. This creates a conflict of interest, as the investment by such service providers in an Affiliate Fund may influence the Adviser in deciding whether to select such a service provider or have other relationships with the Adviser. The Adviser may have a conflict of interest with a Client in recommending the retention or continuation of a service provider to such Client if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in Affiliate Funds or will provide the Adviser or the Affiliate Advisers information about markets and industries in which the Adviser or the Affiliate Advisers operate (or are contemplating operations) or is otherwise or is interested or will provide other services that are beneficial to the Adviser or the Affiliate Advisers. Additionally, employees of the Adviser, the Affiliate Advisers, their affiliates and/or their family members or relatives may have ownership, 20  employment, or other interests in such service providers. These relationships that an Adviser may have with a service provider can influence the Adviser in determining whether to select such service provider to perform services for a Client. As part of the Adviser’s business, the Adviser, Affiliate Advisers, and other Adviser Personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio companies, current and former service providers to current and former portfolio companies, former employees and contractors and members of the Adviser. Certain of these third parties: (i) introduce investment opportunities to the Adviser and/or Affiliate Advisers; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential investments; (iii) facilitate the disposition of portfolio companies, or (iv) provide investment banking, consulting, legal or advisory services to the Adviser, Affiliate Advisers, the Clients or investments. Certain other service providers to the Adviser, the Affiliate Advisers, the Clients and/or the Affiliate Funds, or affiliates of such service providers, also provide goods or other services to or have business, personal, financial or other relationships with the Adviser, Adviser Personnel, the Affiliate Advisers, or their respective employees, partners, members, shareholders, officers, directors and managers. These service providers (or their employees) may also be the source of investment opportunities, be co-investors or commercial counterparties or entities in which the Adviser, the Affiliate Advisers, the Clients and/or the Affiliate Funds have an investment. In addition, such third parties may invest in one or more Affiliate Funds, provide other significant business or investment services to the Adviser, the Clients and/or Affiliate Funds and/or investments, or compete with the Clients for investment opportunities. These relationships create conflicts of interest as the Adviser will have incentives to select or recommend any such third-party to perform services for the Clients or an investment. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Clients. Whether or not the Adviser or any of its affiliates has a relationship with or receives financial or other benefit from recommending a particular service provider, there can be no assurance that a more qualified and/or lower-cost service provider could not be obtained. The terms of any transaction involving the provision of goods or services to the Clients will be determined by the Adviser in its sole discretion and could differ significantly from the terms that would be obtained in an arm’s length transaction between unaffiliated parties. Notwithstanding the foregoing, the Adviser will only select a service provider to the extent the Adviser determines that doing so is appropriate for a Client given all surrounding facts and circumstances and is consistent with the Adviser’s responsibilities under applicable law, provided, however, the Adviser will not necessarily seek out the lowest-cost option when engaging such service providers as other factors or considerations will likely prevail over cost. In addition, the Adviser, Adviser Personnel, Affiliate Advisers, Client and/or Affiliate Funds may engage common service providers. In such circumstances, there may be a conflict of interest between the Adviser and the Affiliate Advisers and their personnel, on the one hand, and a Client on the other hand, in determining whether to engage such service providers, including the possibility that the Adviser may favor the engagement or continued engagement of such persons if it or its personnel receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by a Client. Neither the Clients nor investors in the Funds will typically receive the benefit of any such favorable rate or discount provided to the Adviser, Adviser Affiliates and their personnel. The Adviser, the Affiliate Advisers and their personnel may from time to time receive a discount on services provided to it by such a common service provider even though a Client may receive a lesser, or no, discount. In addition, different Clients may receive different levels of discounts. Service providers may, on occasion, charge varying amounts or may have different fee arrangements for different types of services depending on, for example, the complexity of the matter, the expertise required, and the time demands of the service provider. As a result, to the extent the services required by the Adviser, the Affiliate Advisers, their personnel or Affiliate Funds differ from those required by the Clients, the Adviser, the Affiliate Advisers, their personnel or Affiliate Funds may pay different rates and fees than those paid by the Clients, which will not offset the fees charged by the Adviser or otherwise benefit the Clients. In the event of a significant dispute or 21  divergence of interest between Clients and the Adviser, the parties may engage separate counsel in the sole discretion of the Adviser, and in litigation and other circumstances separate representation may be required. Services required by a Client (including some services historically provided by the Adviser or its affiliates to the Clients) may, for reasons of efficiency or other economic considerations be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of the Adviser or its affiliates. The Adviser and its affiliates have an incentive to outsource such services at the expense of the Clients to, among other things, leverage the use of Adviser personnel. Such services may include, without limitation, information technology, license software, research, trading, asset management, depository, data processing, administration, custodial, accounting, valuation, compliance, corporate secretarial, director services, regulatory, legal and tax support and other similar services. Outsourcing may not occur universally for all Clients and accordingly, certain costs may be incurred by a Client for a third-party service provider that is not incurred for comparable services by other Clients. The decision by the Adviser to initially perform a service for a Client in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and the Adviser has no obligation to inform such Clients or investors in the Funds of such a change. The Adviser may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by third-party service providers or vendors. The Adviser’s allocation of such tasks may be influenced by whether the Adviser or a Client would bear the fees and expenses of a third-party service provider or vendor. Due to, among other things, limited internal resources, the Adviser may be incentivized to allocate such tasks related to Clients to third-party service providers or vendors (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party service provider or vendor), such that the Clients would bear the fees and costs thereof. Other Potential Conflicts The Governing Documents of a Client establish complex arrangements among the Clients, the Adviser, a Fund’s investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Governing Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its legal obligations, the interpretations used may not be the most favorable to a Client or a Fund’s investors. The Adviser has in the past and may, from time to time in the future, cause one or more Clients to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Clients, the general partners of the applicable Funds, the Adviser and/or their respective directors, officers, employees, agents, representatives and other indemnified parties, against liability in connection with the activities of the Clients. 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 Clients and/or the Adviser (including their respective directors, officers, employees, agents, representatives and other indemnified parties). The Adviser will seek to make judgments on a fair and reasonable basis about the allocation of premiums, fees, costs and expenses for such insurance policies among one or more Clients, and/or the Adviser, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in a Client bearing less (or more) premiums, fees, costs and expenses for insurance policies. 22  Item 12. Brokerage Practices Selection of Broker-Dealers For certain of the Clients, the Adviser has 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 Client involving a broker-dealer, the Adviser will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). “Best execution” means obtaining for a Client account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of a Client. 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. In order to monitor best execution, the Adviser, in consultation with the Adviser’s Compliance Department, periodically monitors broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Client. Aggregation of Orders The Adviser and the Affiliate Advisers may aggregate (or bunch) the orders of more than one Client (and Affiliate Fund) for the purchase or sale of the same publicly traded security. The Adviser often employs 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 the Affiliate Advisers may combine orders on behalf of Clients with orders for other Clients (and Affiliate Funds) for which it or the Affiliate Advisers has trading authority, or in which it or the Affiliate Advisers have an economic interest. In such cases, the Adviser generally aggregates trade orders for publicly traded securities so that each participating Client (and Affiliate Fund) will receive the average price for each execution of a transaction. There may, however, be instances in which trade aggregation could result in a less favorable transaction than a particular Client would have obtained by trading separately. Similarly, when orders are not bunched, there may be circumstances when purchases or sales of portfolio securities for one or more Clients will have an adverse effect on other Clients. If an order for more than one Client (or Affiliate Fund) for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above. Item 13. Review of Accounts Oversight and Monitoring The Adviser provides continuous advisory services for Clients. The portfolio investments of each Client are continuously reviewed and monitored by a team of investment professionals. The Adviser performs other 23  reviews, such as are required by the Client. In addition, the portfolio investments of the Funds are also reviewed by the sub-adviser pursuant to a sub-advisory agreement. Reporting The Adviser distributes to investors in the Funds performance updates each quarter and capital account balance updates. The Adviser has engaged an independent public accounting firm to prepare and deliver audited financial statements of the Funds to investors in the Funds, in each case within 180 days of the end of each fiscal year or as soon as reasonably practicable thereafter. The Adviser may from time to time, in its sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as it deems appropriate. At end of each quarter, the Adviser also furnishes each Separate Account Client with a quarterly investment report for its Account that provides detailed information on, among other things, performance cash-flow adjusted updates as well as information on holdings, the most recent available value of holdings, acquisitions and dispositions and fees and expenses (as is available from Underlying Fund Managers). The Adviser may from time to time, in its sole discretion, provide additional information relating to such Separate Account Client as it deems appropriate. Item 14. Client Referrals and Other Compensation 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 investments of Affiliate Funds (including current and former portfolio companies of Affiliate Funds) and/or the customers or suppliers of such portfolio companies. Item 15. Custody As the Adviser does not have any Clients yet, the Adviser does not have custody of Client funds or securities. Item 16. Investment Discretion The Adviser provides investment advice directly to each Fund pursuant to the Governing Documents of such Fund and not individually to the investors in the Funds. Similarly, the Adviser provides investment advice directly to each Separate Account Client pursuant to a written Advisory Agreement. With respect to the Funds, the Adviser has discretionary authority to manage the assets of the Funds and pursuant to each Separate Account Client’s Advisory Agreement, the Adviser may have either discretionary or non- discretionary authority to manage the Separate Account Client’s assets. Powers of attorney and any restrictions on the Adviser’s authority are set forth in the Governing Documents or Advisory Agreement with respect to each Client. Item 17. Voting Client Securities The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consent with respect to securities owned by a Client (“Votes”). The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Client by maximizing the economic value of the relevant Client’s holdings, taking into account the relevant Client’s investment horizon, the contractual obligations under the relevant Governing Documents and all other relevant facts and circumstances the Adviser determines to be appropriate 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. 24  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, General Counsel or the relevant Adviser investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Clients. Clients generally cannot direct the Adviser’s Vote. However, the Advisory Agreements with respect to certain Separate Account Clients allow such Separate Account Clients to instruct the Adviser to vote a Vote in certain matters. If so instructed, the Adviser is required to follow such instruction, subject to applicable law. All voting decisions initially are referred to the Adviser’s CCO or appropriate investment professional for a voting decision. In most cases, the CCO or investment professional covering the particular investment will make the decision as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. If the investment professional is making the voting decision, the investment professional will inform the CCO of any such voting decision, and if the CCO does not object to such decision as a result of his or her conflict of interest review, the Vote will be voted in such manner. If at any time any investment professional becomes aware of any potential or actual conflict of interest or perceived conflict of interest regarding any particular voting decision, he or she is required to contact the Adviser’s CCO or General Counsel. If any investment professional is pressured or lobbied either from within or outside of the Adviser with respect to any particular voting decision, he or she is required to contact the Adviser’s General Counsel. If the investment professional and the CCO are unable to arrive at an agreement as to how to vote, then the CCO will review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Client’s holdings. 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 and/or General Counsel in accordance with the Adviser’s Voting 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 Affiliate Advisers 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 Clients. The Adviser’s CCO and/or General Counsel will use his, her or their best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his, her or their independent assessment of the best interests of the Clients and in accordance with the Clients’ and the Adviser’s contractual obligations. Where the Adviser’s General Counsel or Compliance Committee deems appropriate in his, her or its sole discretion, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist the Adviser in fulfilling all or part of its voting obligations. In this regard, the Adviser can retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to which voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures (including, for the avoidance of doubt, professionals primarily affiliated with an Affiliate Adviser). Copies of relevant proxy logs, identifying how proxies were voted in connection with a Client and copies of proxy voting policies are available to any Client upon written request to: compliance@castlerockadvisors.com. 25  Item 18. Financial Information There is no financial condition that is reasonably likely to impair the Adviser’s ability to meet contractual commitments to a Client. Further, the Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. Item 19. Requirements for State-Registered Advisers Item 19 is not applicable to the Adviser as it is not registering or registered with one or more state securities authorities. 26