GENERAL ATLANTIC SERVICE COMPANY, L.P.

General Atlantic Service Company, L.P. Part 2A of Form ADV The Brochure Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 www.generalatlantic.com March 27, 2025 This brochure provides information about the qualifications and business practices of General Atlantic Service Company, L.P. If you have any questions about the contents of this brochure, please contact us at 212-715-4000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about General Atlantic Service Company, L.P. is also available on the SEC’s website at: www.adviserinfo.sec.gov.  Item 2. Material Changes This Brochure, dated March 27, 2025, serves as the annual amendment to General Atlantic Service Company, L.P.’s (“GASC”) Annual Brochure dated March 28, 2024. This Brochure contains updates to the prior brochure descriptions of GASC and its applicable affiliates’ compliance policies and procedures, fee and expense practices, and conflicts of interest. Item 3. Table of Contents Item 2. Material Changes ................................................................................................................ 2 Item 3. Table of Contents ................................................................................................................ 2 Item 4. Advisory Business .............................................................................................................. 3 Item 5. Fees and Compensation .................................................................................................... 10 Item 6. Performance-Based Fees and Side-by-Side Management ................................................ 24 Item 7. Types of Clients ................................................................................................................ 38 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ......................................... 39 Item 9. Disciplinary Information ................................................................................................... 98 Item 10. Other Financial Industry Activities and Affiliations ...................................................... 98 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................... 99 Item 12. Brokerage Practices....................................................................................................... 107 Item 13. Review of Accounts ...................................................................................................... 108 Item 14. Client Referrals and Other Compensation .................................................................... 109 Item 15. Custody ......................................................................................................................... 110 Item 16. Investment Discretion ................................................................................................... 110 Item 17. Voting Client Securities ................................................................................................ 111 Item 18. Financial Information .................................................................................................... 112 2  Item 4. Advisory Business Background GASC, a Delaware limited partnership, was formed in 2005 and has approximately $102.9 billion1 of assets under management as of December 31, 2024. All of such assets are managed by GASC and/or its relying advisers, on a discretionary basis. GASC is owned by GASC SubCo, LLC, a Delaware limited liability company (“GASC SubCo”), and General Atlantic Partners, L.P. (“GA Partners”), a Delaware limited partnership, as its limited partners, and by GASC GP, LLC, a Delaware limited liability company (“GASC GP”), as its general partner. GA Partners is principally owned by General Atlantic Management Holdco, L.P., a Delaware limited partnership, and GA GenPar Holdco (Bermuda), L.P., a Bermuda exempted limited partnership, as limited partners, and by GASC GP, as its general partner. General Atlantic Management Holdco, L.P. is owned by GASC GP as its general partner, and certain Managing Directors, Operating Partners and other professionals of GASC as its limited partners. GA GenPar Holdco (Bermuda), L.P. is owned by GAP (Bermuda) L.P., a Bermuda exempted limited partnership, as its general partner, and certain Managing Directors, Operating Partners and other professionals of GASC as its limited partners. GAP (Bermuda) L.P. is owned by GAP (Bermuda) GP Limited, a Bermuda exempted company, as its general partner, and certain Managing Directors, Operating Partners and other professionals of GASC as its limited partners. GAP (Bermuda) GP Limited is wholly owned by GA Partners. William E. Ford is the only individual that indirectly owns over 25% of GASC. No individual controls more than 25% of GASC. GASC’s general partner, GASC GP, is wholly owned by GASC MGP, LLC, a Delaware limited liability company (“GASC MGP”). GASC MGP’s Partnership Committee (formerly, the Management Committee) determines the strategic and major policy decisions of GA, oversees and 1“AUM” refers to the assets managed by GASC and its affiliated relying advisers. AUM is calculated as the sum of: (i) the aggregate fair value of the investments held by GA’s investment vehicles and (ii) Dry Powder. “Dry Powder” refers to the aggregate amount of capital GA is entitled to call from Limited Partners as of December 31, 2024, pursuant to the terms of their respective capital commitments for future investments or management fees and expenses, including the amount of capital that is committed to be invested by the Sponsor Coinvestors (as defined herein) in our investment vehicles, and excluding capital not yet called in respect of investments that have been made using our subscription credit facilities, but have not yet been called from our capital partners. For the GA Core Program, this reflects the amount of capital that is committed to be invested by the Core Program Sponsor Coinvestors over a calendar year. However, the actual amount of capital invested by the Sponsor Coinvestors in the Core Program is tied to an annual investment target that is set at the beginning of each year for the GA Core Program. In the event the actual amount invested by the GA Core Program in that year exceeds or falls short of the investment target, the actual amount of capital invested by the Sponsor Coinvestors will be higher or lower than the amount of capital that was originally committed to be invested. AUM includes the AUM of investments funds and clients advised by Actis LLP (including its affiliates) as of December 31, 2024. AUM does not include the Personal Investment Vehicles (as defined herein). 3  controls GA’s affairs and business, and is the steward of culture for GASC MGP and, indirectly, GASC GP, GA Partners and GASC. As of March 1, 2025, GASC MGP’s Partnership Committee is comprised of William E. Ford (Chairman and CEO), Gabriel Caillaux (Co-President, Global Head of Climate, Head of EMEA), Martín Escobari (Co-President, Head of Global Growth Equity), David Hodgson (Vice Chairman) and Christopher G. Lanning (Chief Legal Officer, General Counsel). Following regulatory approval, Torbjorn Caesar (Global Head of Sustainable Infrastructure) will join GASC MGP’s Partnership Committee. The Partnership Committee has delegated oversight of day- to-day business activities and certain strategic and balance sheet matters to the Executive Committee. The Executive Committee is comprised of William E. Ford, Martín Escobari, Gabriel Caillaux, Torbjorn Caesar, Albert T. Smith (Global Head of Credit), Christopher Kojima (Global Head of Capital Solutions), Edward G. Tompkins (Chief Operating Officer), Michael Gosk (Chief Financial Officer), Christopher G. Lanning, and Annie Paydar (Global Head of Human Capital). GASC MGP is owned by certain senior Managing Directors of the firm. GASC and its relying advisers manage third-party capital for (i) its global growth equity strategy, which is comprised of the General Atlantic Core Program (the “GA Core Program”), companion funds to the GA Core Program (“Companion Funds”) and Continuation Vehicles (defined below), (ii) its credit strategy (“GA Credit”), which is comprised of funds making credit investments and (iii) its sustainable infrastructure strategy as a result of the Actis Transaction (as defined below). In addition, GASC manages LP Coinvestment Vehicles (as defined herein) and Sponsor Coinvestment Funds that participate in investments alongside other GA Clients (as defined below). On October 1, 2024, certain affiliates of GASC closed a transaction with Actis LLP and certain of its affiliates (collectively, “Actis”) pursuant to which certain affiliates of GASC acquired Actis (the “Actis Transaction”). Actis is the sustainable infrastructure arm within GA’s global investment platform. Please see Actis’ Brochure for information on Actis’ advisory business, its clients (the “Actis Clients”) and related conflicts including as between GASC and Actis. Investment management services provided to each GA Client are tailored to such GA Client’s specific investment strategy, objectives, limitations and restrictions, as set forth in each investment advisory agreement, commitment agreement, private placement memorandum, limited partnership agreement and/or constituent document, as applicable (collectively, the “Governing Documents”). A. Global Growth Equity Business GA Core Program Through the GA Core Program, General Atlantic2 focuses on investments across the growth spectrum (generally private, but sometimes public), primarily targeting later-stage growth companies, but may from time to time invest in emerging growth companies, which are earlier stage investments where GA believes there is a potential for outsized returns, and pre-revenue stage life sciences companies. The GA Core Program invests in five industry sectors (Technology, Financial Services, Consumer, Healthcare and Life Sciences, and Climate) and the following geographic regions: United States, Europe, the Middle East and Africa (“EMEA”), Latin America, India and Southeast Asia, and China. 2 Where appropriate, “General Atlantic” or “GA” refers to GASC or one or more General Partners or GASC and the General Partners, collectively. As the context requires, “GASC” refers to its applicable relying advisers. 4  These industry and geographic sectors may evolve over time to reflect increasing globalization and other emerging trends. GASC and General Atlantic, L.P. (“GA LP”) currently raise third party capital for the GA Core Program by entering into individual commitment agreements (each, a “Commitment Agreement”) with investors (each, a “Core Program Limited Partner”)3 for the purpose of making investments in portfolio companies. Pursuant to its Commitment Agreement, each Core Program Limited Partner (i) commits to make capital contributions to private investment vehicles (the “Core Program Partnerships”), of which the Core Program Limited Partners are limited partners or members, and GA LP or one of its affiliates serves as general partner, manager or managing member (or analogous control person) (a “General Partner”) and (ii) agrees to pay management fees (referred to as service fees) (“Management Fees”) to GASC for its investment advisory and management services. The Core Program Partnerships make investments in portfolio companies, directly and indirectly through affiliated entities. A Core Program Limited Partner may invest in the Core Program Partnerships through a Five-Year Commitment, an Evergreen Commitment or a Pooled Managed Account in the following manner: Individual Managed Accounts.  Five Year Commitments. A Core Program Limited Partner may commit capital to GA for investments in portfolio companies and other uses pursuant to a Commitment Agreement with a five-year commitment period (a “Five-Year Commitment”). Evergreen Commitments. A Core Program Limited Partner that commits $100 million or more to GA for investments in portfolio companies and other uses may enter into a Commitment Agreement that does not have a fixed capital commitment or a fixed commitment period (an “Evergreen Commitment”). Under an Evergreen Commitment, a Core Program Limited Partner has a series of notional commitment periods that continuously renew, subject to the right of such Core Program Limited Partner to elect under certain circumstances to convert to a commitment with a fixed capital commitment and fixed commitment period.  Pooled Managed Accounts. An investor may invest in the Core Program Partnerships by committing capital to a pooled investment vehicle (a “Pooled Managed Account”), of which such investor is a limited partner and a General Partner is the general partner. In turn, the Pooled Managed Account enters into a Commitment Agreement with GA LP and GASC. The Pooled Managed Account is a Core Program Limited Partner. In addition to participating in a Pooled Managed Account, an investor in a Pooled Managed Account (a “Pooled Account Investor”) may also be a Core Program Limited Partner with a separate Commitment Agreement. 3 Unless otherwise indicated, a “Core Program Limited Partner” also means the Pooled Managed Accounts, as described below. 5  GA may enter into Commitment Agreements with investors at any time, including investors making new commitments, Core Program Limited Partners increasing their commitments, Core Program Limited Partners renewing their commitments and Core Program Limited Partners who wish to change their Five-Year Commitments to Evergreen Commitments, or vice versa, or who renew their Five-Year Commitments through a Pooled Managed Account. An investor may invest through a Pooled Managed Account only at the time that General Atlantic determines to offer interests in a new Pooled Managed Account. As noted above, a Pooled Account Investor may also be a Core Program Limited Partner with a separate Five-Year Commitment or Evergreen Commitment. Subject to the Governing Documents of the GA Core Program, GA has, and may in the future, enter into a Commitment Agreement with a strategic investor who is subject to terms that may vary from the terms applicable to other Core Program Limited Partners (which terms may require Core Program Limited Partner consent). Such different terms may impact the other Core Program Limited Partners. To date, GA has entered into one such strategic investor arrangement, which focuses on investment opportunities in China (as defined in the Commitment Agreements) and results in such strategic investor receiving an allocation of a predetermined percentage of new investments by the GA Core Program in China. GASC provides investment advisory and management services to the Core Program Limited Partners who enter a Five-Year Commitment and an Evergreen Commitment, as well as the Pooled Managed Accounts, each of which is a client of GASC. Companion Funds The Companion Funds are investment vehicles or accounts (including, without limitation, pooled investment funds) managed by GASC or its affiliates and established to invest alongside the GA Core Program in all or a subset of investment opportunities (including follow-on investments) that fall within the investment focus of the GA Core Program. The terms of the Companion Funds vary from the terms applicable to the GA Core Program. As of the date of this Brochure, GASC has established two sets of Companion Funds. Additional Companion Funds may be established at any time, with the consent of the limited partner advisory committee of the GA Core Program (the “Core LP Advisory Committee”). Continuation Vehicles GASC serves as investment adviser to one or more investment vehicles (including pooled investment funds or single investor vehicles) managed by GASC or its affiliate and whose principal objective at the time of establishment is to purchase one or more existing investments of the GA Core Program from the Core Program Partnerships and Sponsor Coinvestment Funds (“Continuation Vehicles”). The terms of the Continuation Vehicles vary from the terms applicable to the GA Core Program and the Companion Vehicles and are set forth in the Governing Documents of the Continuation Vehicles. As of the date of this Brochure, GASC has established four sets of Continuation Vehicles. Other Global Growth Equity Advisory Clients In addition to the GA Clients described above, subject to the terms of the Governing Documents of the GA Core Program, GASC may also establish, sponsor and manage from time to time: (i) one or more single investor vehicles or separate accounts managed by GASC or its affiliate and whose 6  overall investment mandate is the same or substantially similar to that of the GA Core Program and whose total investor capital commitment to any one such vehicle or account is equal to at least $500 million (a “Similar Single Account”); and (ii) one or more investment vehicles or accounts (including, without limitation, pooled investment funds) managed by GASC or its affiliate and whose principal objective is to invest in a subset of investments which would otherwise be suitable for the GA Core Program based on the overall investment mandate of the GA Core Program at the time such vehicle or account is being established (a “New Focused Client”). The Actis funds are deemed to be New Focused Clients. The terms of any Similar Single Account or New Focused Client are determined by GASC upon their establishment, subject to the terms of the Governing Documents of the GA Core Program and, in the case of any New Focused Client, with the prior consent of the Core LP Advisory Committee. The Core Program Limited Partners, the Companion Funds, the Continuation Vehicles, Similar Single Accounts and New Focused Clients, and any LP Coinvestment Vehicles and Sponsor Coinvestment Funds that are formed to invest alongside any of the foregoing, are collectively referred to herein as the “Global Growth Equity Clients,” and investors in the Global Growth Equity Clients are collectively referred to herein as the “Global Growth Equity Limited Partners.” B. GA Credit GASC APF, L.P., a wholly owned subsidiary of GASC (the “GA Credit Adviser”) manages General Atlantic’s credit strategy. The GA Credit Adviser is a relying adviser of GASC. GASC serves as an investment adviser to certain pooled investment vehicles (each, individually, a “GA Credit Fund” and, collectively, the “GA Credit Funds”). The GA Credit Funds have in the past and may in the future include pooled investment vehicles that invest in a credit strategy primarily focused on making investments in publicly-traded or broadly-traded debt, bonds and similar credit products (the “Public Debt Funds”). In addition to existing and future pooled investment vehicles (which may include funds-of-one), GASC expects in the future to advise one or more separately managed accounts (collectively with the GA Credit Funds and the Public Debt Funds, the “GA Credit Clients” and each a “GA Credit Client”). GASC provides discretionary investment management services to each GA Credit Client pursuant to separate investment advisory agreements. References herein to GASC shall be deemed to refer to GASC as a relying adviser of GASC. While the GA Credit Clients generally seek to primarily make debt investments, certain investments are also expected to be in the form of, or include a component of, common equity, preferred equity or warrants, and are further described in the Governing Documents. The investors in the GA Credit Clients are referred to herein, collectively, as the “Credit Limited Partners.” Pursuant to the Governing Documents of its Clients, GASC or its affiliates may also establish, sponsor and manage from time to time one or more investment vehicles or accounts (including, without limitation, pooled investment funds) managed by GASC or its affiliate and having an investment focus that is not substantially similar to the investment focus of the GA Core Program (each, a “New Other Client”). As of the date of this Brochure, the GA Credit Clients are the only New Other Clients. 7  C. Limited Partner Coinvestment Vehicles GASC serves as an investment adviser to various co-investment vehicles structured to facilitate investments by third party co-investors (the “LP Coinvestment Vehicles”) alongside other GA Clients. The terms of the LP Coinvestment Vehicles vary from the terms applicable to the GA Client. As of the date of this Brochure, GASC has established numerous LP Coinvestment Vehicles that participate in investments alongside the other GA Clients described above. D. Sponsor Coinvestment Funds GASC provides investment advisory and management services to pooled coinvestment funds (the “Sponsor Coinvestment Funds”) in which affiliates, partners, members and employees (and former partners, members and employees) of General Atlantic and its affiliates and persons who maintain or previously maintained a professional or business relationship with General Atlantic (including individuals that serve or formerly served as Senior Advisors to General Atlantic) (the “Sponsor Coinvestors”) invest their own capital in or alongside other GA Clients. The Sponsor Coinvestment Funds do not include the Personal Investment Vehicles (described below). GA LP or another General Partner serves as general partner, manager or managing member (or analogous control person) of the Sponsor Coinvestment Funds. The Sponsor Coinvestment Funds invest side-by-side with other GA Clients, or through other GA Clients, in portfolio companies or investments of the other GA Clients, generally on the same terms and conditions as the investments made by such other GA Clients in portfolio companies, except that the Sponsor Coinvestment Funds do not make any performance-based allocations to the General Partners. Regardless of whether a Sponsor Coinvestment Fund invests through a GA Client or side- by-side with a GA Client, the Sponsor Coinvestment Fund makes substantially the same investment, disposition, voting and other decisions with respect to portfolio companies as such GA Client. The Sponsor Coinvestors do not pay Management Fees to GASC or its affiliates with respect to their participation in the Sponsor Coinvestment Funds; however, once a Sponsor Coinvestor is no longer employed by GASC or its subsidiaries, such departed Sponsor Coinvestor will generally bear an annual administrative charge. Subject to the terms of the Sponsor Coinvestment Funds, the Sponsor Coinvestors, including the Balance Sheet as described herein, from time to time monetize their interests in the Sponsor Coinvestment Funds by, for example, donating or selling their interests to third parties. Many Sponsor Coinvestors also finance their commitments to the Sponsor Coinvestment Funds. Sponsor Coinvestors could also from time to time employ preferred financing arrangements whereby a third party provides liquidity in exchange for the right to receive a return of such amount plus a preferred return thereon prior to the return of any additional proceeds to the Sponsor Coinvestor, and in connection therewith, the Sponsor Coinvestor may sell, pledge, securitize, participate or otherwise encumber such interests. For closed-ended GA Clients, the Sponsor Coinvestors make a commitment to the Sponsor Coinvestment Fund for the duration of the GA Client’s investment period. With respect to the GA Core Program, the Sponsor Coinvestors do not make a five-year commitment to the Sponsor Coinvestment Funds, and instead have an annual (or shorter) commitment to the Sponsor Coinvestment Funds. Effective as of January 1 of each calendar year, General Atlantic determines the persons who may participate as Sponsor Coinvestors in the Sponsor Coinvestment Funds for the 8  GA Core Program in such year, and each Sponsor Coinvestor commits an amount of capital that such Sponsor Coinvestor wishes to invest in the GA Core Program through the Sponsor Coinvestment Funds during such calendar year. The annual capital commitment amount of each Sponsor Coinvestor is subject to the approval of General Atlantic, and represents the targeted amount that such Sponsor Coinvestor will fund to a Sponsor Coinvestment Fund for GA Core Program investments during such calendar year. The actual amount funded by such Sponsor Coinvestor in the GA Core Program in such year increases or decreases depending on whether or not the GA Core Program Partnerships and the Sponsor Coinvestment Funds invest, in the aggregate, an amount more or less or equal to the Annual Investment Target (as defined below) and depending on the number of follow-on investments in which such Sponsor Coinvestor participates. During a calendar year, certain eligible new partners and new employees of General Atlantic and persons who commence a professional or business relationship (including individuals that become Senior Advisors to General Atlantic) with General Atlantic will become Sponsor Coinvestors during such year and each such Sponsor Coinvestor makes a capital commitment to the GA Core Program of the targeted amount that such Sponsor Coinvestor wishes to invest in portfolio companies during such year (such capital commitment amount subject to the approval of General Atlantic). In addition, during a calendar year, a Sponsor Coinvestor may cease to be a partner or employee of General Atlantic or cease to have a professional or business relationship with General Atlantic and, consequently, GASC may terminate such Sponsor Coinvestor’s participation pursuant to the Sponsor Coinvestment Policy. In this case, such Sponsor Coinvestor will no longer have the right to participate in new investments in GA Core Program portfolio companies notwithstanding that such Sponsor Coinvestor has made a capital commitment with respect to such year. While they will not make any new commitments to the Sponsor Coinvestment Funds, former partners, members or employees of General Atlantic will continue to have an existing interest in the Sponsor Coinvestment Funds and may also continue to be investors in the Personal Investment Vehicles described under “E. Personal Investment Vehicles” below. E. Personal Investment Vehicles Separate from its advisory services provided to third-party capital and the Sponsor Coinvestment Funds, General Atlantic Prism, L.P. (“GA Prism”), a relying advisor of GASC, provides investment advisory and management services to several private investment funds whose investors are members, partners or employees (or former partners, members or employees) of GASC and its subsidiaries (the “Personal Investment Vehicles”). The Personal Investment Vehicles make and hold investments that are Personal Investments (as defined in “Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”). The Personal Investment Vehicles do not pay any fees to GA Prism for its services, but investors reimburse GA Prism for certain costs and expenses. The Personal Investment Vehicles do not participate in the GA Core Program but they may participate in another GA Client where permitted under the documents governing such other GA Client. GASC is also reimbursed by GA Prism for certain overhead utilized by the Personal Investment Vehicles. As referred to herein, “GA Clients” includes the Global Growth Equity Clients, the GA Credit Clients, the Continuation Vehicles, the LP Coinvestment Vehicles and the Sponsor Coinvestment Funds. Investors in the GA Clients, including the Sponsor Coinvestors, are referred to herein collectively as “Limited Partners.” As noted earlier, please refer to the Actis Brochure for information about the GA Clients managed and advised by Actis under General Atlantic’s sustainable infrastructure strategy. 9  Each GA Client is governed by, and the terms of each GA Client are as set forth in, the Governing Documents of each such GA Client. The General Partners have also entered into side letters or other similar agreements with certain Limited Partners that have the effect of establishing rights under, supplementing or altering the GA Clients’ Governing Documents or a Limited Partner’s subscription agreement. Item 5. Fees and Compensation A. Management Fees With respect to the Global Growth Equity Clients, GASC is generally paid Management Fees based on a percentage of each investor’s commitment amount or the value of each investor’s investments. The specific payment terms and other conditions of the Management Fees charged to investors in the Global Growth Equity Clients are set forth in the Governing Documents of the Growth Equity Clients. The Management Fee rate applicable to a Limited Partner in a Global Growth Equity Client generally depends on the size of the investor’s commitment and, in the case of the GA Core Program, whether the Core Program Limited Partner enters into a Five-Year Commitment, an Evergreen Commitment or participates through a Pooled Managed Account. The Management Fee payable to GASC by an investor of a Global Growth Equity Client may be paid out of amounts otherwise distributable to such investor from a Global Growth Equity Client. For investors in the Core Program and Companion Funds, the maximum Management Fee is 1.60% of committed capital for the duration of the commitment period. After the commitment period, the maximum Management Fee rate is 1.60%, and Management Fees are calculated based on the product of (a) the applicable Management Fee rate and (b) the lesser of (i) committed capital and (ii) the fair value of the applicable investment portfolio. When a Core Program Limited Partner renews its commitment, the GA Core Program fee schedule provides for reduced Management Fee rates on such investor’s prior commitments. With respect to the Continuation Vehicles, the maximum Management Fee is 1% of actively invested capital. Some Continuation Vehicles provide for a reduced fee rate after a set period. Certain investors in the Continuation Vehicles (e.g., investors who “roll” their interests in the underlying investment) sometimes do not bear any Management Fees with respect to such rolled interests. For Limited Partners in the GA Credit Clients, the maximum Management Fee rate is 1.50%, and Management Fees are calculated based on either the aggregate acquisition cost of investments that have not been disposed of or the net asset value of each GA Credit Limited Partner’s capital account balance. While Limited Partners in LP Coinvestment Vehicles do not currently pay Management Fees, LP Coinvestment Vehicles may in the future pay Management Fees or an administrative charge. The Sponsor Coinvestors do not pay Management Fees with respect to their participation in the Sponsor Coinvestment Funds; however, once a Sponsor Coinvestor is no longer employed or engaged by GASC or its subsidiaries, such departed Sponsor Coinvestor may bear an annual administrative charge. 10  The Management Fees applicable to investors in the GA Core Program are not negotiable for investors with a commitment of less than $500 million, but the Management Fees of the other GA Clients are negotiated in the course of negotiating the Governing Documents of those funds. Management Fees are subject to offsets, and may be subject to fee reductions upon renewal of a commitment by entering into a renewal Commitment Agreement or by committing capital to a successor fund, and/or fee credits if certain criteria are met, all as described in the Governing Documents of the GA Clients. For the purpose of determining the Management Fee rate applicable to a Limited Partner, GASC typically aggregates the commitment amount of such Limited Partner with the commitment amount(s) of other Limited Partner(s) to the extent that GASC determines that such Limited Partners are related parties (which includes being advised or managed by the same investment advisor, consultant or manager). Generally, Management Fees are incurred and payable by investors quarterly in advance. GASC may elect to defer the collection of Management Fees until one or more subsequent quarters. Historically, in the GA Core Program, GASC would annually waive all or a portion of the Management Fees otherwise payable by certain Limited Partners in the GA Core Program, and such waived amount was invested in portfolio companies by such Limited Partners for the benefit of certain designated affiliates of GASC (each, the “MPI Entity”). Generally, upon disposition of a portfolio company investment, the MPI Entity receives distributions related to such invested amounts with respect to such portfolio companies. For more information, please see “Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – B. Participation or Interest in Client Transaction” herein. In the GA Core Program, Management Fees are paid by each Core Program Limited Partner (or Pooled Account Investor) with a Five-Year Commitment until the earlier of the first day of the month in which the following occurs: (a) the date on which both (i) such investor’s unfunded base commitment is zero and (ii) all investments in which the Limited Partner has an interest have been (1) liquidated or otherwise disposed of, (2) written down to fair market value of zero or (3) distributed in kind to such investor, and (b) the 13th anniversary of the effective date of such investor’s Commitment Agreement (the “Fee Termination Date”). There is no date upon which Management Fees are no longer payable by a Core Program Limited Partner with an Evergreen Commitment so long as such Core Program Limited Partner continues with an Evergreen Commitment. If a Core Program Limited Partner with an Evergreen Commitment converts its Evergreen Commitment into a commitment with a fixed capital commitment and fixed commitment period, then the obligation of such investor to pay Management Fees will terminate upon the Fee Termination Date (as described above), except that the 13th anniversary date is measured from the conversion date of such investor’s Evergreen Commitment to a commitment with a fixed capital commitment and fixed commitment period. For Limited Partners other than those in the GA Core Program, Management Fees generally continue through the end of the term of the fund or until the GA Client has been wound up, but will terminate 11  earlier if provided for in the Governing Documents, e.g., upon removal of the General Partner by a vote of Limited Partners. See “D. Management Fee Offsets” for information related to Management Fee offsets. B. Incentive Compensation Subject to its Governing Documents, each General Partner (or an equivalent entity) of a Core Program Partnership or Companion Fund is entitled to a performance allocation (“Performance Allocation”), also referred to as “carried interest”, generally equal to 20% of the net realized profits (generally also considering, among other things, realized and unrealized losses) generated by those Clients of which they serve as general partner. Prior to allocating Performance Allocation from those Limited Partners to the General Partner, the General Partner has to repay a portion of previously realized losses, and prior to releasing Performance Allocation to the General Partner, the remaining value of the Limited Partner’s account has to meet a portfolio value test, which is more fully described in “Item 6. Performance-Based Fees and Side-by-Side Management”. Subject to its Governing Documents, each General Partner of a Continuation Vehicle is entitled to a Performance Allocation of up to 20% of the net realized profits (after a preferred return to the Limited Partners followed by a catch-up of such distributed profits). Subject to its Governing Documents, each General Partner of a GA Credit Client is entitled to a Performance Allocation of up to 17.5% of the net realized profits generated by the GA Credit Clients of which they serve as general partner (after a preferred return to the investors followed by a catch- up of such distributed profits). Affiliates of GASC are entitled to a portion of any Performance Allocation generated by a GA Credit Client. Certain GA Credit separately managed accounts will be subject to a different Performance Allocation percentage and/or preferred return, which may be higher or lower than other GA Credit Clients. One or more LP Coinvestment Vehicles may in the future bear a Performance Allocation but they do not currently. The Sponsor Coinvestors do not bear any Performance Allocations with respect to their participation in the Sponsor Coinvestment Funds. If the Performance Allocation of a GA Client results in an over-distribution of the agreed upon amount of Performance Allocation to a General Partner, the General Partner is generally subject to an after- tax “claw back” arrangement. GASC may agree to reduced Performance Allocation rates for certain Limited Partners. The specific payment terms and other conditions of the Performance Allocations borne by investors in the GA Clients are set forth in their Governing Documents. See also “Item 6. Performance-Based Fees and Side-by-Side Management” herein. 12  C. Expenses Organizational Expenses Subject to the applicable Governing Documents, Limited Partners in the Global Growth Equity Clients (other than those in the GA Core Program), Continuation Vehicles, GA Credit Clients and LP Coinvestment Vehicles generally bear all reasonable legal and other organizational and offering fees, costs and expenses incurred in connection with the formation of the applicable GA Client and related entities (including the general partner and the investment manager) and the offering of the limited partner interests in such GA Client, including (for certain GA Clients, as permitted in the Governing Documents) travel, meals and lodging expenses incurred in connection with the organization, funding and start-up of the GA Client (“Organizational Expenses”). The Governing Documents for certain of such GA Clients provide for a limit on the amount of Organizational Expenses that are borne by the Limited Partners. With respect to the GA Core Program, in connection with the signing of a new or renewal Five-Year Commitment or a new Evergreen Commitment, each Core Program Limited Partner (other than the Pooled Managed Accounts) pays to GASC a one-time payment equal to 0.08% of such commitment, up to a maximum of $200,000. Amendments of existing Five-Year Commitments or existing Evergreen Commitments typically do not incur such expense. The Organizational Expenses incurred in connection with the formation of the Core Program Partnerships may be borne by the Core Program Limited Partners as Partnership Expenses, as described below. The Pooled Account Investors bear all Organizational Expenses of the Pooled Managed Accounts, generally up to a limit on such expenses. Partnership Expenses Subject to its Governing Documents, each GA Client generally pays or otherwise bears all of the direct and indirect fees, costs, expenses, liabilities and obligations resulting from or arising in connection with its operations and investments (collectively, the “Partnership Expenses”). The Partnership Expenses of a particular GA Client are set forth in its Governing Documents and could include, without limitation, the following:  taxes which may be assessed against or incurred or payable by any GA Client (except such amounts as may be specially allocated to a Limited Partner pursuant to the Governing Documents);  (i) costs and expenses incurred in connection with a GA Client entering into any borrowing arrangements as permitted under the Governing Documents and interest and/or principal payable on such borrowings (including entering into, effecting, maintaining, varying, refinancing or terminating such borrowings and indebtedness and interest arising out of such borrowings and indebtedness and in respect of customary key principal, “bad acts” or other performance-related matters) and (ii) costs and expenses incurred by or in connection with a General Partner or GASC for the benefit of any GA Client, or one or more Investment Fund Platforms (as defined below), holding vehicles or other subsidiaries of a GA Client entering into, one or more hedging transactions (including Derivative Contracts (as defined in the Governing Documents)), including any payments under, and any Margin Expenses (as defined in the Governing Documents) relating to, such Derivative Contracts; 13   fees, costs, expenses, liabilities and obligations attributable to the discovery, investigation, impact and/or ESG assessment, evaluation, development, diligence, structuring, acquisition, holding, financing, licensing, organizing, acquiring, originating, valuing, taking public or private or disposition (whether or not such acquisition or disposition is consummated) of an investment or potential investment by any GA Client or the monitoring and maintenance or risk management of such investment, including, but not limited to, legal expenses, commissions, brokerage fees or similar charges, clearing and settlement and bank charges, deposits (including earnest money deposits), consent or other third-party fees and payments, closing, execution and transaction costs, appraisal fees, broker-dealer, finder, underwriting (including both commissions and discounts), loan administration, private placement costs, sales commissions, investment banking and other similar costs and fees, administrative fees and merger fees payable to third parties and broken-deal fees and expenses in respect of unconsummated investments, including, for the avoidance of doubt, any of the foregoing amounts incurred prior to the initial closing date of the applicable GA Client;  costs and expenses incurred in connection with obtaining research, benchmarking data and other information for the benefit of the GA Clients (including through the use of expert networks and information service subscriptions), as well as the operation and maintenance of information systems used to obtain such research and other related information;  (including fund administration, shadow administration and fees, costs, expenses and other liabilities incurred in connection with the incurrence or repayment of leverage and indebtedness of GA Clients (including GA Credit Clients, as applicable), including borrowings, dollar rolls, reverse purchase agreements, credit facilities (including subscription facilities), securitizations, margin financing and derivatives and swaps, and including any principal or interest on GA Credit Clients’ borrowings and indebtedness (including any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of GA Credit Clients in making, carrying, funding and/or otherwise resolving the guarantees (including interest or fees on money borrowed by a GA Credit Fund or GASC or a general partner of a GA Credit Fund on behalf of a GA Credit Fund); (iii) legal, accounting, auditing, financial advisors, administration loan administration, and the fees, costs and expenses of the GA Client’s third-party administrators); and any fees, costs or expenses described in the definition of Other Income (as defined herein in D. Management Fee Offsets below), whether paid to a third party or to GACM (as defined herein);  impact and/or ESG consulting, arranger or transaction advisory fees and expenses, costs and expenses of attending conferences in connection with the evaluation of potential investments or particular sector opportunities, organizational memberships with impact and/or ESG focus groups and compliance with any impact and/or ESG initiatives or principles, risk management assessments and analysis of the GA Client’s assets and expenses paid by the GA Client with respect to investments (and potential investments that are not consummated);  costs and expenses of project-specific investment banking or consulting (provided that no such costs and expenses will be payable to GA, any affiliate of GA, or any employee of General Atlantic (or any of its subsidiaries), including (x) compensation and other similar costs and expenses (including success fees) to industry executives, advisors, consultants, operating 14  executives, subject matter experts or other persons acting in a similar capacity who provide services to the GA Clients or their portfolio companies (including with respect to potential portfolio investments), including operating consultants, sourcing consultants and impact and/or ESG consultants or any similar third-party service provider, and (y) finder’s, success and similar fees to Senior Advisors of General Atlantic who provide services to the GA Clients or their portfolio companies (including with respect to potential portfolio investments); provided, however, that, for the avoidance of doubt, Partnership Expenses do not generally include any retainer or other ongoing non-project specific consulting fees that General Atlantic (or its subsidiaries) pays to Senior Advisors of General Atlantic or any compensation paid by a portfolio company to a Senior Advisor of General Atlantic or other person described in clause (x) above;  fees, costs and expenses paid to legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist the General Partner, the limited partner advisory committee, any impact and/or ESG consultant or similar third-party services provider and the limited partner advisory committee;  costs and expenses of GA, the partners of GA, their respective affiliates, the General Partners and the partners, members, stockholders, directors, officers, employees and agents of each of the foregoing, the employees, agents and representatives of any GA Client, and GASC and its members, managers, officers, employees, agents and representatives relating to litigation or threatened litigation arising from any GA Clients, investment, proposed investment or any activities related thereto or otherwise contemplated by the Commitment Agreements (including, without limitation, any indemnification payment payable by a GA Client pursuant to its Governing Documents), except to the extent that such expenses or amounts have been determined to be excluded from the indemnification provided for in the Governing Documents of such GA Client;  insurance premiums and other insurance costs and expenses incurred in connection with the activities of the GA Clients, including, without limitation, errors, omissions, fidelity, crime, general partner liability, directors’ and officers’ liability and similar coverage for a GA Indemnitee, regardless of whether any such insurance is held directly by the GA Client or is a part of a larger insurance policy held in respect of GASC;  costs and expenses incurred in connection with purchasing, licensing, leasing, implementing, maintaining, upgrading and customizing computer software and hardware for (i) GA Clients accounting and expense allocation, portfolio valuations, reporting (including Limited Partner, tax, financial, portfolio and regulatory reporting) and other investment-related activities of the GA Clients (including the communication and distribution of the foregoing to the Limited Partners) and (ii) providing the Limited Partners with online, electronic or paper access to the foregoing (collectively, the “Software/Hardware Expenses”), including impact and/or ESG reporting;  costs and expenses for third-party legal, custodial, depositary, trustee, bank account maintenance (including deposit and wire transfer fees), accounting, auditing, loan agency, valuation (including, and as applicable, any and all fees, costs and expenses associated with advisors, accountants, independent pricing services and third-party valuation consultants), custodian, depository (including costs and expenses related to appointments or changes of any 15  depositary appointed pursuant to the European Union Directive on Alternative Investment Fund Managers (2011/61/EU), as amended, and the rules and regulations promulgated thereunder (“AIFMD”)), and tax preparation services (including costs and expenses related to the preparation and delivery of all financial statements, tax returns and Schedules K-1 (and other required schedules to Form 1065)), provided to the GA Client and any entities controlled by GA or an affiliate thereof through which a GA Client may make and hold investments (an “Investment Fund Platform”) (including, for the avoidance of doubt, any such services required in order to comply with applicable laws, rules and regulations, including the Advisers Act, offering rules under “blue sky” and “world sky” offering rules, the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the AIFMD, the Markets in Financial Instruments Directive (Directive 2014/65/EU), the General Data Protection Regulation (Regulation (EU) 2016/679) and/or any other applicable data and/or privacy laws and/or regulations, anti-money laundering and/or counter-terrorist financing laws and regulations and/or any other applicable laws and regulations and the rules and regulations promulgated thereunder);  costs and expenses related to appointments or changes of any persons for services required under applicable non-U.S. law or regulation in connection with the marketing or sale of interests in GA Clients;  fees, costs and expenses related to third-party fund administration services (including shadow administration services, registered office services and financial, accounting, auditing, tax preparation, tax compliance, regulatory compliance, treasury and investor communication services) including, but not limited to, costs and expenses related to (x) the preparation and delivery of Limited Partner reporting statements (such as, for example, capital account statements, unfunded capital commitment balance statements and valuation statements), capital call notices, distributions notices, all statements, tax returns and Schedules K-1 (and other required schedules to Form 1065) for the GA Clients and their Investment Fund Platforms, and (y) the preparation and filing of Form PF and other filings and reports to be filed with the Commodity Futures Trading Commission;  subject to the limitations provided for in the Governing Documents of certain GA Clients, salaries, wages, bonuses and other employee benefits incurred by GASC or its subsidiaries or the Investment Fund Platforms for in-house employees performing fund administration services specifically relating to financial, accounting, auditing, tax preparation, treasury and tax compliance services, including, but not limited to, the preparation and delivery of Limited Partner reporting statements (such as, for example, capital account statements, unfunded capital commitment balance statements and valuation statements), capital call notices, distributions notices, all financial statements, tax returns and Schedules K-1 (and other required schedules to Form 1065) for the GA Clients and the Investment Fund Platforms (collectively, the “In-House Fund Administration Expenses”);  costs and expenses of continuing the GA Client’s legal existence and qualifications to do business in any states or other jurisdictions designated by General Atlantic, and fees, costs 16  and expenses incurred in connection with terminating, winding up, liquidating and dissolving the GA Client;  costs and expenses relating to the preparation of any impact and/or ESG reporting, the fees, costs and expenses incurred in connection with assessing and reporting the social and environmental impact and ESG performance of investments and potential investments (including fees, costs and expenses payable to any impact and/or ESG consultant or any similar third-party service provider or otherwise incurred in connection with designing, implementing and monitoring participation by portfolio companies in compliance and operational “best practices” programs and initiatives), all reports or information requests for one or more Limited Partners, any impact and/or ESG consultant or any similar third-party service provider or the limited partner advisory committee of such GA Client and any subcommittees thereof (including all fees, costs and expenses incurred to audit such reports);  costs and expenses relating to the preparation of any impact and/or ESG reporting, the fees, costs and expenses incurred in connection with assessing and reporting the social and environmental impact and environmental, social and governance (“ESG”) performance of investments and potential investments (including fees, costs and expenses payable to any impact and/or ESG consultant or any similar third-party service provider or otherwise incurred in connection with designing, implementing and monitoring participation by portfolio companies in compliance and operational “best practices” programs and initiatives), including fees and any other costs and expenses payable to SYSTEMIQ (as defined herein) (or another advisor engaged for the same purpose) in connection with its services provided to certain GA Clients, the fees, costs and expenses incurred in preparing reports or responding to all reports or information requests for one or more Limited Partners, including the fees, costs and expenses of any impact and/or ESG consultant or any similar third-party service provider or the limited partner advisory committee (including all fees, costs and expenses incurred to audit such reports);  costs and expenses reasonably incurred in connection with organizing, maintaining and operating an Investment Fund Platform, including rent, salaries and ancillary costs of Investment Fund Platforms and employees who provide services to the Investment Fund Platform, and costs and expenses of administrators of Investment Fund Platforms and the GA Clients, and costs and expenses reasonably incurred in connection with organizing, maintaining and operating an alternative investment fund manager (“AIFM”), including rent, salaries and ancillary costs of the AIFM and employees who provide services to the AIFM (“AIFM Expenses”);  costs and expenses incurred in connection with any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental inquiry, investigation or proceeding, in each case, involving or otherwise applicable to a Limited Partnership, including the amount of any judgments, settlements, remediation or fines paid in connection therewith;  costs and expenses relating to defaults by Limited Partners in the payment of any capital contributions (to the extent not paid by the defaulting Limited Partners);  governmental or regulatory fees; 17   costs and expenses incurred in connection with the valuations conducted by, and other services provided by, independent valuation firms and other third parties pursuant to GASC’s valuation policy (including the costs associated with any fairness opinions);  costs and expenses incurred in connection with compliance with (a) (i) Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, applicable Regulations, revenue rulings, notices or other official guidance, (ii) legislation, regulations or guidance enacted in any jurisdiction that seek to implement the provisions described in clause (i) and/or other tax reporting and/or withholding tax regimes enacted in any jurisdiction or developed by any intergovernmental organization that is similar to that described in clause (i) (including the Common Reporting Standard developed by the Organisation for Economic Co-operation and Development), and (iii) in each case, similar or successor provisions, regulations or guidance (“FATCA”), (b) any treaty, convention, understanding or other agreement between or among governmental authorities to comply with, facilitate, supplement, implement or that is otherwise related to FATCA, (c) any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement described in clauses (a) and/or (b), and (d) any FATCA agreement and costs and expenses with respect to the tax matters partner and partnership representative’s representation of a GA Client or its Limited Partners;  fees, costs and expenses incurred in connection with negotiating and entering into, and compliance with any side letters or similar written agreements and any “most favored nations” processes;  (i) reasonable out-of-pocket travel, lodging and meal expenses incurred by the members of any limited partner advisory committee, if any, in attending meetings of such limited partner advisory committee called by the applicable General Partner, and (ii) the fees, costs and expenses of any legal counsel, accountants, auditors, financial advisors or other advisors, including any impact and/or ESG consultant or similar third-party service provider, selected by such limited partner advisory committee pursuant to the Governing Documents;  costs and expenses incurred in connection with (x) travel (including airfare, local transportation, meal, business entertainment and lodging expenses) of the employees of General Atlantic and its subsidiaries and the Senior Advisors (which may include travel by way of private or non-commercial planes at rates not in excess of commercial rates for first class travel) and (y) non-travel business related meals and entertainment of the employees of General Atlantic and its subsidiaries and the Senior Advisors;  costs and expenses incurred in connection with the formation of a Core Program Partnership and any amendments, modifications, revisions or restatements to the constituent documents of any GA Client, any alternative investment vehicle, any other subsidiary and/or any special purpose entity, as well as any and all fees, costs and expenses related to drafting form transfer agreements for any GA Client (including legal fees, costs and expenses); fees, costs and expenses paid to any placement agent or similar person;  the management fees payable by such GA Client;  18   costs and expenses related to interim financing, “fronting transactions” or investments of a temporary nature in portfolio investments or issuers in which a GA Client may invest, with the intention of transferring, participating out, or selling all or a portion of such investment to another party (a “Bridge Investment”), including any interest expenses on amounts borrowed under a GA Client’s subscription facility;  fees, costs and expenses relating to transfers of limited partner interests in a GA Client (and admission of a substitute limited partner), a permitted withdrawal of a partner (but only to the extent not paid or otherwise borne by the relevant transferring partner and/or the assignee or the withdrawing partner, as applicable or other party involved in such transfer or withdrawal) and any fees, costs and expenses related to drafting form transfer agreements for any of the foregoing (including legal fees, costs and expenses) or relating to regulatory matters or disclosure requests pertaining to a partner; and  any of the foregoing costs or expenses applicable to a subsidiary, blocker, special purpose vehicle or holding vehicle of any GA Client or an Investment Fund Platform, or any alternative investment vehicle of such GA Client. At the discretion of a General Partner, Organizational Expenses and Partnership Expenses payable by a Limited Partner or General Partner may be paid out of amounts otherwise distributable to such Limited Partner or General Partner. The MPI Entity only bears Partnership Expenses relating to the investments allocated to it. The MPI Entity does not bear any other expenses. Partnership Expenses incurred in connection with any proposed investment that is not consummated (“Broken-Deal Expenses”) are borne by the investors in the GA Client that was to participate in such proposed investment. In the GA Core Program, such expenses are borne by the current Core Program Limited Partners. The Sponsor Coinvestors in the Sponsor Coinvestment Funds are obligated to pay their proportionate share of Broken-Deal Expenses. Co-investors, in most cases, will not agree to pay Broken-Deal Expenses. The General Partners of the GA Core Program and the MPI Entity do not pay Broken-Deal Expenses. The amount of a Limited Partner’s capital used to fund Broken-Deal Expenses is generally returned in the applicable distribution waterfall to the Limited Partner (generally on an allocable basis). Certain types of costs that constitute Partnership Expenses, Organizational Expenses, or other types of fees, expenses or costs that are borne directly or indirectly by a GA Client can overlap with or include costs associated with regulatory compliance obligations of GASC. For example, the Governing Documents of a GA Client typically require the preparation and distribution of audited annual financial statements, the cost of which is borne by the GA Client as a Partnership Expense, even though this contractual requirement also to serves as a means for GASC to comply with requirements that are applicable to GASC under SEC rules relating to the custody of client assets. Similarly, a GA Client can be expected to bear Organizational Expenses that include costs incurred by GASC to comply with regulatory standards relating to, among other things, “advertisements” and other communications with prospective investors under U.S. and non-U.S. rules and regulations. These and other direct or indirect Partnership Expenses, Organizational Expenses, and other types of fees, expenses and costs generally will be allocated to the GA Clients to the extent permitted by the relevant Governing Documents, even though the underlying requirement or activity associated with 19  such fees, expenses or costs may relate, in whole or in part, to requirements that, from a legal or regulatory perspective, are applicable to GASC, rather than to the GA Client or a portfolio investment. Travel Expenses General Atlantic seeks to track travel expenses (including airfare (which may include travel by way of private or non-commercial planes at rates not in excess of commercial rates for first class travel), local transportation, meal, business entertainment and lodging expenses) of personnel of General Atlantic and its subsidiaries and the Senior Advisors (collectively, “Travel Expenses”) on a GA Client-by-GA Client basis. However, to the extent that Travel Expenses are not tracked by GA Client, such Travel Expenses are allocated to the GA Clients generally on a pro rata basis, regardless of the investment to which they relate. Among the Limited Partners, travel expenses are allocated pro rata, in accordance with the GA Client’s Governing Documents. Certain GA Clients also bear travel, meals and lodging expenses incurred in connection with the organization, funding and start-up of the GA Client, as described in “Organizational Expenses” set forth above. Transfer-Related Expenses Unless GA determines otherwise, generally a transferring Limited Partner in any GA Client will be responsible for the payment of all out-of-pocket expenses incurred by GA, GASC and any General Partner (or, in the case of a Pooled Account Investor, the general partner of such Pooled Managed Account) in connection with such transfer, including attorneys’ fees and expenses. Expenses borne by the Sponsor Coinvestment Funds The Sponsor Coinvestment Funds are allocated their share of Partnership Expenses and Broken-Deal Expenses and, with respect to certain GA Clients, Organizational Expenses. Sponsor Coinvestors are generally responsible for the organizational and ongoing expenses of the Sponsor Coinvestment Funds. However, GASC assumes certain ordinary operating expenses incurred in managing the Sponsor Coinvestment Funds. Except for those ordinary operating expenses borne by GASC, the ongoing expenses of the Sponsor Coinvestment Funds are borne by the Sponsor Coinvestors. General Partners of the Sponsor Coinvestment Funds are not allocated any Partnership Expenses or Broken-Deal Expenses because the General Partners of the Sponsor Coinvestment Funds do not participate in the economics of the Sponsor Coinvestment Funds. Allocation of Expenses among GA Clients If two or more GA Clients participate in an investment together or incur overlapping expenses, the General Partners and GASC will seek to allocate expenses among such GA Clients (i) pro rata based on the amount invested, (ii) pro rata based on committed capital, (iii) based on actual usage or benefit, (iv) pro rata based on number of investors, (v) pro rata based on which employees utilize the product or service and how much time they dedicate to each client, or (vi) in such other manner that the General Partners and GASC determine in their discretion to be fair and equitable under the circumstances; provided, that expenses specifically attributable to a particular GA Client may be allocated solely to such GA Client. 20  If two or more GA Clients incur overlapping expenses or other obligations, GASC is permitted to cause one GA Client to pay such expense or obligation and be reimbursed by the other GA Clients for their share of such expense or obligation, without interest. Transaction Expenses Any transaction expenses relating to unconsummated investments generally will be borne by the relevant GA Client(s), except to the extent borne by co-investors or other third parties. Transaction- related expenses associated with consummated investments can, in certain circumstances, be charged to the relevant portfolio company rather than paid by the relevant GA Client(s). Depending on the circumstances, such transaction-related expenses may be paid directly by the portfolio company or capitalized into the cost of the transaction. The practice of causing a portfolio company to be bear transaction-related expenses can have the effect of reducing the overall amount of such expenses borne by a GA Client (insofar as it results in other investors in the portfolio company, such as co- investors and management-related investors, bearing a portion of the expenses that might otherwise be borne solely by the GA Client (and indirectly, by the GA Client’s investors)), but can also result in an increase in the value of the portfolio company for purposes of calculating the Management Fee payable to GASC during periods when a GA Client’s Management Fee is calculated on the basis of actively invested capital. If transaction-related expenses relating to consummated investments are not paid directly by such portfolio company or capitalized in the manner described above, then they can be paid by the applicable GA Client(s) and included in the cost of investment, including for purposes of determining a GA Client’s actively invested capital for Management Fee calculations). The inclusion of transaction-related expenses in the determination of a GA Client’s actively invested capital increases the basis upon which Management Fees are calculated, and GASC therefore has a conflict of interest in determining whether certain expenses are in fact transaction-related and the extent to which they may be included in the determination of a GA Client’s actively invested capital. This conflict may, however, be mitigated insofar as the inclusion of such amounts in actively invested capital increases the value of the GA Client’s interest in a portfolio company for purposes of the GA Client’s Performance Allocation waterfall and contributes towards the preferred return that must be received on an investment before the General Partner is able to receive Performance Allocation in connection with the investment’s realization. Fees Payable by Investors in Third-Party Feeder Funds Certain prospective investors that have a relationship with GA will be directed by GA to participate in GA Clients through feeder funds organized and managed by third parties. GASC will pay fees to such third parties to administer the investment of such investors in such feeder funds. Other investors sourced by such third parties may also participate in such third-party feeder funds and will pay fees at the level of the Client and at the level of the third-party feeder fund. The third-party feeder funds intend to report the transactions consistent with their form as payment by GASC to such third parties for U.S. federal income tax purposes, however, there is no authority directly on point and there is no assurance that a taxing authority would respect such treatment. D. Management Fee Offsets In connection with the advisory services that GASC provides to investors in the GA Clients, GASC and its subsidiaries and/or affiliates, and its or their members, managers, officers, employees or Advisory Directors (collectively, “GA Affiliates”) from time to time receive from portfolio 21  companies or prospective portfolio companies in respect of a GA Client’s investment in such portfolio companies directors’ fees, monitoring fees (including any accelerated or early termination monitoring fees), arrangement fees or structuring fees, transaction or closing fees and break-up fees (collectively, “Fee Income”). Generally, such Fee Income paid to GA Affiliates, net of any related expenses, that are allocable to Management Fee-bearing Limited Partners will reduce on a proportional basis the Management Fees otherwise payable by the Limited Partners participating in such investment, subject to certain exclusions and limitations including as described below. If more than one GA Client participates in an investment generating Fee Income, such Fee Income will generally be allocated among such GA Clients pro rata based on their relative ownership (or anticipated ownership) in such investment regardless of whether such GA Clients bear Management Fees; provided, that Fee Income attributable to an investment by the GA Core Program will only offset allocated fees to Limited Partners participating in such investment that bear Management Fees. Fee Income generally does not include, among other things:  any salaries, consulting fees, directors fees, sourcing fees or other compensation of any nature paid by a portfolio company or a GA Client to any individual who is not employed by General Atlantic (including industry executives, advisors, consultants, operating executives, subject matter experts, the Senior Advisors or Operating Executives or other persons acting in a similar capacity)  any amount received by any Person from a portfolio company or another person as a reimbursement for costs or expenses incurred in connection with an investment (including for travel arrangements (e.g., travel and accommodation to attend a portfolio company board meeting)) or amounts paid directly by portfolio companies for such costs, in either case, including (as applicable) any such amounts paid directly to a GA Client,  any Partnership Expenses or Broken-Deal Expenses,  amounts received as payment for consulting, advisory, agency, loan agent or loan servicing or similar services provided to a portfolio company or related to any investment in its ordinary course of business,  (a) any payments, fees, costs, expenses and other liabilities, allocable overhead or other amounts or compensation (such as arranger, brokerage, placement, syndication, solicitation, underwriting, agency, origination, sourcing, group purchasing, structuring, collateral management, special purpose vehicle (including any special purpose vehicle of a portfolio company), capital markets syndication and advisory fees (including underwriting and debt advisory fees), or subsidiary management or administration, operation, asset service, advisory, commitment, facility, float, insurance or other fees, discounts, retainers, spreads, commissions and concessions or other fees associated with the effectuation of any securities or financing transactions) earned by or paid (whether in cash or in kind) to a GA Affiliate providing services or otherwise engaging in activities that give rise to such income (“GACM”), or another person with respect to services rendered by GACM as described in the Governing Documents of such GA Client, (b) any fees, costs, expenses or other amounts or compensation (or types thereof) earned by any person or otherwise borne with respect to investments or 22  transactions that are otherwise consented to or approved by the applicable limited partner advisory committee, and (c) any fees, costs or expenses determined by GA in good faith to be similar in nature to any of the foregoing and, in each case of the foregoing clauses (a) – (c), whether or not structured as a fee or as performance-based compensation (“Other Income”),  any fees or income derived from any profit-sharing or similar arrangements between any GA Affiliate and any third-party service provider to any GA Client (“Service Provider Revenue”),  any compensation paid to third-party managers (or to any GA Affiliate) of investment and/or operating structures and/or other similar entities or arrangements in which a GA Client and/or a GA Affiliate acquires full or partial ownership interests (“Platform Compensation”), or  with respect to a GA Client, any income, compensation or other amounts received by a GA Affiliate that is primarily dedicated to sponsoring, managing or advising (or, with respect to GA Affiliates who are individuals, whose role is primarily dedicated to) one or more GA Acquired Clients (as defined below) and / or New Other Clients in connection with the provision of services to a portfolio company in which a GA Acquired Client and/or New Other Client, as applicable, has also invested, and which amounts are of the type that do not offset or reduce management fees, service fees or similar asset-based fees pursuant to the governing documents of such GA Acquired Client or Other New Client (“Other Client Amounts”). A “GA Acquired Client” refers to a GA Client that became (or, in the future, becomes) a GA Client pursuant to (or as a consequence of) a transaction in which General Atlantic acquires all or a portion of an investment manager or asset management or other business or in connection with the purchase of a portfolio of assets by General Atlantic or a similar transaction. General Atlantic utilizes a network of Senior Advisors or Operating Executives who are former senior executives with substantial operating experience and a global network of industry contacts. The Fee Income described above in this section “D. Management Fee Offsets” does not include (and therefore does not reduce the Management Fees) any fees or other compensation (including directors’ fees and performance-based fees) paid by a portfolio company to any Senior Advisor or Operating Executives who, at the request of GASC or its subsidiaries, is providing services to such portfolio company. Senior Advisors or Operating Executives also provide consulting services to GASC or its subsidiaries directly. Except as otherwise described herein, all services provided by Senior Advisors to GASC or its subsidiaries are paid by GASC. See “Item 5. Fees and Compensation – C. Expenses.” From time to time, Senior Advisors or Operating Executives receive compensation from a portfolio company, GASC or a GA Client at the same time, in each case, without reducing the Services Fees otherwise payable to GASC by the Limited Partners. In addition to the foregoing, a Senior Advisor or Operating Executive will from time to time invest directly in a portfolio company in the event that such Senior Advisor or Operating Executive serves on the board of directors of such portfolio company, provides services to such portfolio company or otherwise provides value-add to such portfolio company. In addition, a Senior Advisor or Operating Executive also may directly or indirectly separately make an investment in a portfolio company. Any income resulting from such investments will not reduce the Management Fees otherwise payable to GASC by the Limited Partners. In addition to Senior Advisors and Operating Executives, GA Clients from time to time engage industry executives, advisors, consultants, subject matter experts, operating executives and/or other 23  persons acting in a similar capacity to work directly with specific portfolio companies and their management teams on a project-by-project basis, and any fees paid to such persons are borne by the GA Client or the portfolio company. Credit card, airline, lodging, rental car and other points or rebates received by GA or its employees will not offset Management Fees. Item 6. Performance-Based Fees and Side-by-Side Management As described in “Item 5. Fees and Compensation – B. Incentive Compensation” above, the General Partners are generally entitled to receive a Performance Allocation with respect to the Global Growth Equity Clients and the GA Credit Clients, which Performance Allocation is based on net proceeds of investments typically above a performance threshold, as specified in the Governing Documents. The Management Fee and Performance Allocation structure may present actual or perceived potential conflicts of interest in the valuation of GA Client assets and allocation of investments. For example, GASC is incentivized to: (i) employ valuation methodologies that improve a GA Client’s track record or its ability to meet performance thresholds in order to receive Performance Allocations; (ii) defer recognizing losses from investments that have experienced a permanent impairment that must be returned prior to a General Partner receiving a Performance Allocation; or (iii) for certain GA Clients, employ valuation methodologies that give rise to a higher valuation in order to increase fees, such as in the case of a Management Fee that is calculated based on portfolio value (as described in the Governing Documents of the applicable GA Client) or as a percentage of the value of such GA Clients’ assets. The payment of performance-based compensation may create an incentive for General Atlantic to make investments that are more speculative than would be the case in the absence of performance based compensation. In addition, the loss restoration account mechanism for the Global Growth Equity Clients, as well as the general partner clawback mechanism, may not require General Atlantic to return to the Limited Partners the same amount of its performance based compensation as would be the case had General Atlantic had a more traditional private equity structure. Additionally, because a clawback obligation owed to Limited Partners of a GA Client is generally calculated on an after-tax basis under the applicable Governing Documents, Limited Partners could not receive their full share of profits that they would have otherwise received had there been no excess distribution to the General Partner. Both the fees payable to GASC and the Performance Allocation payable to the General Partners will reduce the rate of return that Limited Partners will derive from investments under the GA Clients. A conflict of interest may arise because a General Partner’s right to distribute to its members or shareholders the Performance Allocation attributable to the disposition of a Limited Partner’s investment is restricted based on the value of a Limited Partner’s investments in portfolio companies, or certain performance hurdles being met, while GASC performs the valuations of portfolio company investments. GASC may be potentially incentivized to influence or adjust the valuations because higher valuations may result in distributions of more Performance Allocation. GASC is subject to a valuation policy to address these potential conflicts, and General Atlantic conducts formal valuations on all portfolio companies and investments quarterly based on the methodology and processes set forth in the valuation policy. In addition, valuations are audited annually by an independent audit 24  firm as part of the annual audit of the financial statements of the GA Client (or, in the case of the GA Core Program, the Core Program Partnerships). At the discretion of GASC, from time to time, one or more independent valuation firms or third parties may be engaged to review GASC’s valuations or conduct valuations of investments (or a sample thereof), including the valuations for GASC’s quarterly reports, as well as to provide guidance on GASC’s valuation policy, methodologies and processes. Where General Atlantic engages an independent valuation firm, the analysis performed by the independent valuation firm is based upon (i) limited procedures that General Atlantic identified and requested the independent valuation firm to perform and (ii) data and assumptions provided to it by General Atlantic and received from third party sources, which the independent valuation firm relies upon as being accurate without independent verification. General Atlantic is ultimately and solely responsible for determining the fair value of portfolio investments and for determining and implementing procedures and policies that are appropriate for General Atlantic. For the Core Program and Companion Funds, if all or a portion of any Core Program Partnership’s or Companion Fund’s investment in a portfolio company has been disposed of at a net loss, then a portion of each Limited Partner’s pro rata share of such loss with respect to such investment is credited to an account (the “ILRA”) for the benefit of such Limited Partner. In addition, Performance Allocation is held back in a special account maintained by GASC until the portfolio of such Limited Partner passes the portfolio value test, which requires the value of remaining investments generally to equal at least a specified premium to the cost basis of such investments (the “Portfolio Value Test”). The balance in the ILRA is increased if such Limited Partner’s investment in a portfolio company has been disposed of at a net loss or if there has been a write-down by General Atlantic to the fair market value of any investment, the value of which, in General Atlantic’s good faith discretion, has been permanently impaired (a “Permanent Impairment Write-Down”). As a result of a valuation, an investment in a portfolio company may be reduced or written down, but General Atlantic may not make a Permanent Impairment Write-Down of such investment. While this reduction or write-down will reduce the value of a Limited Partner’s investments in portfolio companies, may affect such Limited Partner’s Portfolio Value Test and may limit or restrict a General Partner’s right to distribute to its partners the Performance Allocation, this reduction or write-down will not increase the balance in the ILRA because it is not a Permanent Impairment Write-Down. A conflict of interest may arise because even though GASC’s valuation of an investment in a portfolio company may result in the reduction or write-down of its value, which impacts the timing of the distribution of the Performance Allocation under the Portfolio Value Test, GASC may be potentially incentivized not to make a Permanent Impairment Write-Down with respect to such investment because a Permanent Impairment Write-Down increases the balance in the ILRA and will reduce the Performance Allocation in the future. In addition, under the Governing Documents, GASC is afforded discretion to determine the timing and nature of certain transactions and characterize the proceeds received in respect thereof, and will at times have a conflict of interest in making such determinations. By way of example, in the event of a partial disposition of a portfolio investment, GASC has the ability to determine, in an equitable manner, the portion of the investment that has been disposed of and the capital contributions made by investors that are attributable to such portion. GASC may have an incentive to make these allocations in a way that benefits GASC’s ability to receive, or that increases the amount of, Performance Allocation. In addition, at certain times and in certain circumstances involving transactions that do not entail the disposition of shares or other securities relating to a portfolio investment, such as certain recapitalizations, extraordinary dividends or similar events, GASC may elect to treat all or any portion 25  of the proceeds of such transactions as a return of capital (and potentially receive a Performance Allocation on such amounts) while not reducing the amount of actively invested capital upon which the Management Fee is calculated or otherwise triggering a repayment of losses in the ILRA. Allocation of Investment Opportunities among the GA Clients When presented with investment opportunities that fall within the investment objective of more than one GA Client, GASC will allocate such opportunities among such GA Clients taking into account such factors as GASC deems appropriate, which may include, without limitation: the size of the investment opportunity; overall portfolio balance; diversification objectives and limitations; the sourcing of the transaction; the relative amounts of capital available for investment; the size of the transaction; investment guidelines; risk profile; contractual prohibitions; the amount of potential follow-on investing anticipated to be required for such investment and the other portfolio investments of the applicable GA Clients and the relation of such opportunity to the investment strategy of each such GA Client; available financing; strategic considerations; legal, tax, regulatory, accounting and other similar considerations; and any other considerations deemed relevant by GA and GASC. Certain conflicts of interest may arise from the fact that GA Clients may invest in the same opportunities in a portfolio company with certain other GA Clients. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms of an investment (including with respect to price and timing) for the GA Clients may not be the same. In addition, the GA Clients may have different expected termination dates and/or investment objectives (including return profiles) and GASC, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities or ability to make follow-on investments. If the GA Clients acquire and/or dispose of securities in any one portfolio company at different times, the performance results between such GA Clients would likely vary, and such variation may be significant. Notwithstanding the foregoing, and as further described in the Governing Documents of the GA Core Program, (i) any Sponsor Coinvestment Fund, LP Coinvestment Vehicle and/or Similar Single Account will make and dispose of investments in portfolio companies at substantially the same time and on substantially the same terms as the applicable Core Program Partnerships investing in such portfolio companies, and (ii) investments are allocated among the Limited Partners in the Core Program Partnerships and the Sponsor Coinvestment Funds in proportion to their capital commitments (unless otherwise prescribed in the applicable Governing Documents). Furthermore, it is possible that a portfolio company, counterparty, lender or other unaffiliated participant requires facing only one fund entity or group of entities, which may result in one or more GA Clients being jointly and severally liable for the full amount of such obligation. In such cases, GA intends to have the applicable GA Clients enter into back-to-back or other similar reimbursement arrangements. It is not expected that such GA Clients would be compensated (or provide compensation to the other) for being primarily liable vis-à-vis such counterparty. Allocation of Investment Opportunities among the GA Core Program and the Actis Funds All funds managed by Actis are advisory clients of relying advisers of GASC and are deemed “Other Advisory Clients” for all purposes of the Governing Documents of the GA Core Program. Certain of the Actis-managed funds have investment programs that have limited overlap with the investment mandate of the GA Core Program (“Actis Overlap Funds”) and constitute New Focused Clients. As New Focused Clients, investment opportunities suitable for the GA Core Program (“Eligible 26  Investment Opportunities”) that are sourced or developed by investment professionals who are dedicated to the Actis platform are first offered to the Actis Overlap Funds and are allocated 100% to the Actis Overlap Funds. To the extent the Actis Overlap Funds do not pursue any such opportunity, the investment opportunity may be offered to the GA Core Program (or if not suitable for the GA Core Program, to Other Advisory Clients in accordance with GASC’s investment allocation policy). Similarly, Eligible Investment Opportunities sourced or developed by investment professionals who are dedicated to GA’s global growth equity strategy will continue to be offered to the GA Core Program (and Other Advisory Clients, if applicable) first and will be allocated 100% to the GA Core Program (and such Other Advisory Clients), in accordance with the allocation policies applicable to the GA Core Program and such Other Advisory Clients. To the extent the GA Core Program does not pursue the opportunity, the investment opportunity may be offered to the Actis Overlap Funds (or if not suitable for the Actis Overlap Funds, to Other Advisory Clients in accordance with GASC’s investment allocation policy). Allocations of GA Credit Investment Opportunities GA Credit Clients may co-invest with each other or with any other GA Client, including any separately managed account or other GA Client whose purpose may include co-investing alongside a GA Credit Fund. It is expected that investment opportunities that are consistent with the investment strategies of any GA Credit Clients and other GA Clients will be allocated among the GA Credit Clients and such other GA Clients in such proportion as GASC may deem to be fair and equitable. In certain instances, a GA Credit Client that is a successor to a prior GA Credit Client may invest alongside its predecessor GA Credit Client; provided, that, for so long as the predecessor GA Credit Client’s aggregate capital commitments are not fully drawn, committed or reserved (as determined by the General Partner) during its commitment period, any investment opportunity that falls within the investment program of the predecessor GA Credit Client and the current GA Credit Client will first be offered (in whole or in part) to the predecessor GA Credit Client. To the extent that any such investment opportunity exceeds the predecessor GA Credit Client’s desired allocation amount, all or a portion of such opportunity will be made available to the current GA Credit Client. Investment allocation decisions involve several discretionary determinations by GASC, including (a) whether an investment opportunity is consistent with the investment strategies of GASC, (b) whether the GA Credit Clients should participate in such investment opportunity and (c) whether the GA Credit Clients should take up all of such of investment opportunity and, if not, what portion of such investment opportunity the GA Credit Clients should take up. In making such determinations, GASC will be faced with certain potential conflicts of interest and there can be no assurance that these conflicts of interest will not influence GASC’s decision-making process, which could have the effect of causing the GA Credit Clients to receive a sub-optimal allocation or no allocation of certain investment opportunities. In allocating an investment opportunity among the GA Credit Clients and other GA Clients with differing fee, expense and compensation structures, GASC may have an incentive to allocate investment opportunities to Other Advisory Clients from which GASC may derive, directly or indirectly, a higher fee, returns or compensation. In particular, the separately managed accounts, which may eventually comprise a substantial portion of the GA Credit Clients, will likely be subject to lower fees and Performance Allocations than the other GA Clients. Because certain GA Credit Clients (notably, separately managed accounts) are expected to have veto or opt-out rights as it relates to the acquisition or disposition of investments, a GA Credit Client may, 27  to the extent that such GA Client(s) decline an investment opportunity, be allocated a larger portion of such investment opportunity than initially allocated to such GA Credit Client prior to such GA Client(s) declining the investment opportunity. Certain Limited Partners, separately managed account investors and investors in other GA Clients may be referred investment opportunities and may participate in such investment directly, outside of the GA Credit Clients (in addition to their participation through the GA Credit Fund or such separately managed account or other GA Client if such GA Credit Client participates in such investment). GASC may enter into agreements with such Limited Partners and/or investors related to compensations arrangements (including fees, waivers or reductions in management fees and/or performance-based compensation that would otherwise have been payable or allocable to GASC or its affiliates) and may have a conflict of interest in deciding whether to offer such investment opportunity to the GA Credit Clients. Investments in which Other GA Clients Have a Different Principal Interest GA Clients may invest in a broad range of asset classes throughout the corporate capital structure. These investments could include investments in corporate loans and debt securities, preferred equity securities and common equity securities. As a result, one GA Client may invest in portfolio companies in which certain other GA Clients have or will have investments in different parts of the capital structure of a given portfolio company. Conflicts of interest arise under such circumstances. If GA Clients were to invest in different parts of the capital structure of any one portfolio company, the interests of such GA Clients may not be aligned in all circumstances with one another. The interests of GA Clients investing in different parts of the capital structure of such portfolio company are particularly likely to conflict in the case such portfolio company undergoes financial distress. For example, in the event such portfolio company enters bankruptcy, the GA Client holding securities that are senior in bankruptcy preference is expected to have the right to aggressively pursue the portfolio company’s assets to fully satisfy the portfolio company’s indebtedness to such GA Client, and GA might have an obligation to pursue such remedy on behalf of such GA Client. Conversely, another GA Client holding assets of the same portfolio company that are more junior in the capital structure might not have access to sufficient assets of the portfolio company to completely satisfy its bankruptcy claim against the portfolio company and suffer a loss. In that regard, actions may be taken by one GA Client that are adverse to the investors in the other GA Client. GA could cause actions adverse to one GA Client to be taken for the benefit of Other GA Clients that have made an investment more senior in the capital structure of a portfolio company than such GA Client. It generally will not be feasible for GA to advocate effectively for the interest of all of its clients to the extent that there are conflicting or competing interests among holders of different seniorities of debt or other securities. This may result in a loss or substantial dilution of the first GA Client’s investment, while the second GA Client recovers all or part of amounts due to it. In such circumstances, GA could, to the fullest extent permitted by applicable law, take steps to reduce the potential for conflicts between the interests of each of the applicable GA Clients, including causing one or more of such GA Clients to take certain actions that, in the absence of such conflict, it would not take. In addition, there can be no assurance that the return on a GA Client’s investments in any one portfolio company will be equivalent to or better than the returns obtained by any other GA Client in connection with its investment in such portfolio company. In situations in which GA and/or a GA Client hold an 28  interest in a portfolio company that differs from that of other GA Clients, conflicts of interest may arise in connection with, among other things, (i) the nature, timing and terms of each GA Client’s investment, (ii) the allocation of control and other governance rights among GA Clients, (iii) the strategic objectives or timing underlying each GA Client’s investments, (iv) differing disposition rights, views and/or needs for all or part of an investment and/or (v) resolution of liabilities in connection with an investment among the GA Clients. These conflicts result from various factors, including, among other things, investments in different levels of the capital structure, different measurements of control, different risk profiles, different rights with respect to disposition alternatives, different investment objectives, strategies and horizons and different target rates of return as well as rights in connection with coinvestors. In addition, the involvement of GA Clients at multiple levels of equity and debt of the same portfolio company could inhibit strategic information exchanges among fellow creditors. In certain circumstances, such GA Clients could be prohibited from exercising voting or other rights, or could be subject to claims by other creditors with respect to the subordination of their interest. Because of the different legal rights associated with debt and equity of the same portfolio company, General Atlantic (including, for this purpose, investment professionals and other personnel) will face a conflict of interest in respect of the advice they give to, and the actions they take on behalf of, one GA Client versus another GA Client (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations, and the resolution of workouts or bankruptcies). Such persons or entities could express inconsistent views on commonly held investments or of market conditions more generally. Furthermore, investments by more than one GA Client in the same portfolio company also raise the risk of using assets of one client, such as the GA Core Program, to support positions taken by other GA Clients, or that a GA Client remains passive in a situation in which it is entitled to vote. For example, if additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, in a portfolio Company of one GA Client, another GA Client invested in such portfolio Company may or may not provide such additional capital in circumstances where the other Client is compelled, if not obligated, to make a follow-on investment (or vice versa). Conversely, if the First GA Client does not have sufficient funds or is otherwise limited in its ability to make a follow-on investment, General Atlantic can organize another investment vehicle (including another GA Client), or direct an existing GA Client, to provide all or a portion of the necessary capital. Such GA Client could have features substantially similar to or otherwise analogous to a GA Client and be effected on terms and conditions substantially similar to or otherwise analogous to those of a co-investment alongside the First GA Client. Such follow-on investments where there is differing participation as between two GA Clients could give rise to, among other things, conflicts of interest in connection with valuing the securities or interests being issued or acquired in connection with such investment (to the extent that certain valuations are more likely than not to benefit the one GA Client over another). There can also be differences in the timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, or existing portfolio or liquidity needs. These variations in timing could be detrimental to a GA Client. In any event, the application of the Governing Documents and GASC’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment with GA Clients in different parts of a portfolio company’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there is likely to be a degree of variation and potential inconsistencies, in the manner in 29  which potential or actual conflicts are addressed. Although General Atlantic will endeavor to resolve such conflicts of interest in a manner it determines to be fair and reasonable under the circumstances, and in the collective best interests of all of the relevant GA Client under the circumstances, and over time, there can be no assurance that such conflicts will be resolved in a manner that is favorable to all GA Clients and their Limited Partners. Conflicting Fiduciary Duties to GA Clients GA Clients include funds that make investments in senior secured loans, distressed debt, subordinated debt, high-yield securities, commercial mortgage-backed securities, preferred securities and other debt-like instruments. Subject to the terms of the Governing Documents, these GA Clients could be offered the opportunity to provide financing to the investments of other GA Clients, including the Global Growth Equity Clients’ portfolio companies. GASC owes a duty to all GA Clients and will encounter conflicts in the exercise of these duties. For example, if a GA Client purchases high-yield securities or other debt instruments of a portfolio company, or otherwise occupies a senior (or other different) position in the capital structure of a portfolio investment relative to the Core Program Partnerships, GA will encounter conflicts in providing advice to the Core Program Partnerships and to these other GA Clients with regard to appropriate terms of such high-yield securities or other instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies, among other matters. Less commonly, the GA Core Program could hold a portfolio investment that is senior in the capital structure, such as a debt instrument, to another GA Client. Although measures taken by GA can help to mitigate these conflicts, no measures can be expected to completely eliminate them. These conflicts will not necessarily be resolved in favor of the Limited Partners and Limited Partners may not be entitled to receive notice or disclosure of the occurrence of these conflicts. Similarly, GA Clients may have the ability to invest in securities of publicly traded companies that are actual or potential investments of GA Clients or their portfolio companies. The investment activities of GA Clients may differ from or be inconsistent with activities that are undertaken for the GA Core Program or its portfolio companies in any such securities. In addition, certain GA Clients, such as the GA Core Program may not pursue an investment in a portfolio company otherwise within the investment mandate of the GA Core Program as a result of such investment activities by other GA Clients. While GA anticipates that, over time, the overall benefits of permitting multiple clients to participate in different parts of the capital structure of the same portfolio company could outweigh the potential disadvantages in particular circumstances, there is no way to predict whether these net benefits will ultimately be achieved. Reserves and Givebacks GA regularly reserves capital from Limited Partners for investments, expenses and fees. The Governing Documents generally provide that distributions, including final distributions to Limited Partners, are subject to reserves or holdbacks for estimated accrued expenses, liabilities, and contingencies. In addition, Limited Partners would in certain instances subject to a GA Client’s Governing Documents be required to return amounts distributed to them in order to, among other things, fund indemnification obligations and Partnership Expenses. The applicable laws in certain jurisdictions require investors that received a distribution in error or in violation of such law to, under 30  certain circumstances, re-contribute such distributions to the respective GA Client. As a result, Limited Partners may be required to contribute more capital than their original commitment amount. GA Core Program Reserves When General Atlantic reserves capital from Core Program Limited Partners, the reserved capital may represent all of the remaining capital that is available for investments in portfolio companies by such Core Program Limited Partner. If such Core Program Limited Partner does not renew its commitment to General Atlantic, then it will no longer participate in any new investments in portfolio companies because all of its capital for portfolio company investments has been funded and reserved, although such Core Program Limited Partner may participate in follow-on investments. After a Core Program Limited Partner’s capital commitment under its Commitment Agreement has been initially fully funded, used or reserved, notwithstanding any subsequent increase of such Limited Partner’s unfunded capital commitment under its Commitment Agreement, the Limited Partner will cease participating under its Commitment Agreement in any new investments in portfolio companies (other than follow-on investments as described below), and any such subsequent increase will be reserved for follow-on investments, Management Fees and expenses. Unlike with respect to the Core Program Limited Partners, capital is not generally reserved from the Sponsor Coinvestors by General Atlantic or the Sponsor Coinvestment Funds under the circumstances described above. Similarly, no portion of the participation amount attributable to the MPI Entity is reserved from the Core Program Limited Partners who invested capital for the benefit of the MPI Entity in the investment that gave rise to such obligation to pay an additional purchase price. Because of these different reserve practices with respect to different parties that participate in investments together, certain of the Core Program Limited Partners may have more capital available for follow-on investments than other Core Program Limited Partners, the Sponsor Coinvestors and with respect to the amount attributable to the MPI Entity (and in turn, less capital available for new investments). LP Co-Investments General Atlantic may, to the extent that it believes in its sole discretion it is appropriate to do so, offer co-investment opportunities with respect to a portfolio investment by a GA Client to any Limited Partner of any GA Client. Co-investment opportunities offered to Limited Partners may be made available through limited partnerships or other entities formed to make such investments. With respect to coinvestments alongside the GA Core Program (the “Core LP Coinvestment Policy”), GASC has adopted a policy governing the offer of co-investment opportunities to Limited Partners and Pooled Account Investors. Under the Core LP Coinvestment Policy, an eligible Limited Partner is a Limited Partner (a) who, at the time of the applicable co-investment opportunity, has a commitment to the GA Core Program of at least $250 million (for investors entering into new or renewal Commitment Agreements, or amended and restated Commitment Agreements, after February 1, 2022; for all other investors, such minimum is $150 million), and (b) whose commitment to the GA Core Program, at the time of the applicable co-investment opportunity, is current (i.e., committed funds are available for new portfolio company investments). Under the terms of the Core LP Coinvestment Policy, (i) General Atlantic has sole discretion to determine whether or not to offer investment opportunities, how much of a particular investment opportunity to offer as a co-investment and the terms of any co-investment; (ii) the eligible Limited Partners have the right to accept or decline participation in any co-investment opportunity offered; and (iii) if a Limited Partner participates in a co-investment, a GA-sponsored co-investment entity invests side-by-side and on the 31  same terms and conditions as the investment being made by the GA Core Program, except that the eligible Limited Partners participating in such co-investment do not pay any Performance Allocation or Management Fees with respect to their co-investment interest. General Atlantic is under no obligation to offer co-investment opportunities. General Atlantic may also offer co-investment opportunities to Limited Partners, Pooled Account Investors and other persons (including third-party co-investors) who have current commitments that are less than $250 million. If a GA Client’s total investment opportunity is greater than the amount that General Atlantic wishes to invest through such GA Client, then GA may nevertheless determine not to designate a portion of such investment as a co-investment opportunity for Limited Partners and instead seek to share such investment with a third party that is not a Limited Partner because such third party may provide strategic benefits to the potential portfolio company. For all GA Clients, in determining whether or not to offer a co-investment opportunity to a Limited Partner or third party, General Atlantic may consider, based on the facts and circumstances of a potential investment, the Limited Partner’s investment size, strategic value, firm-building value, speed of execution, experience and knowledge in investing in companies in the same or similar line of business and/or the same geography as such potential portfolio company, existing relationships with such potential portfolio company’s management team, business partners and/or customers (including potential customers) or confidentiality concerns or publicity concerns, among other considerations. Consequently, such Limited Partner or third party may be well-positioned to improve the value of such potential portfolio company, the GA Client or the firm as a whole. Over Commitments. In order to facilitate the acquisition of a portfolio company, a GA Client may make (or commit to make) an investment in such company with a view to selling a portion of such investment to co-investors or other persons prior to or within a brief period after the closing of the acquisition. In such event, the GA Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, the GA Client may bear the entire portion of any break-up fee or other fees, costs, liabilities and expenses related to such investment, hold a larger than expected investment in such portfolio company, or may realize lower than expected returns from such investment. The GA Client will also bear the risk that any co-investors acquiring a portion of a portfolio company after closing may acquire such interest on terms that may not reflect the then-current value of the portfolio company. A GA Client may also borrow to fund the portion of an investment that it intends to sell to co- investors. If the prospective co-investors do not ultimately invest in such investment, such GA Client will bear the interest and other expenses relating to any such borrowing or investment as well as any broken-deal expenses. Even if any proposed co-investors do ultimately participate in an investment, they may not agree to bear the interest and other expenses of the GA Client relating to such investment, in which case such interest and other expenses will be borne by the Limited Partners that participate in such investment. Additionally, a GA Client’s position could also be diluted or subordinated by subsequent investments of co-investors. Conflicting Interests of Co-Investors. The commitment of co-investors to a portfolio company may be substantial and such investments may involve risks not present in investments where such co- investors are not involved. Co-investors will generally bear their pro rata share of fees, costs, and expenses related to the discovery, investigation, development, acquisition, or consummation, 32  ownership, maintenance, monitoring, hedging, and disposition of their co-investments, but in most cases, co-investors will not agree to pay or otherwise bear fees, costs, or expenses related to unconsummated co-investments, such as break-up fees or broken deal expenses. Such fees, costs, and expenses that are not borne by co-investors will be borne by the GA Client(s) that participate (or would have participated) in such co-investment. In addition, the GA Clients and co-investors may from time to time enter into joint and several obligations with respect to obligations as between themselves, on the one hand, and any third party, on the other hand, that arise in connection with investments entered into by the GA Clients and/or any co-investors. In such instances, the GA Clients and/or any co-investors, as the case may be, will contribute to such obligation or promptly reimburse each other for such contribution so that such obligations are ultimately borne by them on a pro rata basis or in such different proportions that GA determines in its discretion to be fair and equitable under the circumstances. Follow-On Investments by Co-Investors. Co-investors are typically entitled to elect to participate in their pro rata share of any follow-on investments to the initial investment in which they participated. Because co-investors are not typically obligated to participate in follow-on investments, they will from time to time elect not to participate in a follow-on investments, in which case the amounts that would have been allocated to such co-investors will then be reallocated to the Limited Partners who participated in any prior investment in the portfolio company up to their unfunded capital commitments (net of any reserves) and the Sponsor Coinvestors who currently commit capital to the Sponsor Coinvestment Funds and who participated in any prior investment in the portfolio company. Information Sharing GASC does not generally employ information walls, and information obtained in connection with certain GA Clients and their portfolio companies (notably, the Global Growth Equity Clients) could be shared with other GA Clients, and vice versa. Although GASC believes that this approach enhances GASC’s overall market knowledge and insights and investment management activities for all of its advisory clients, GA’s investment professionals or other employees will acquire, in their capacities as investment professionals or otherwise of one or more GA Clients, non-public information regarding investment opportunities, business methodologies, strategies and other proprietary information that is shared with and ultimately used for the material benefit of other GA Clients, in each case, without compensation or other benefit accruing to the sourcing client or its investors. For example, information from portfolio companies owned by a Core Program Partnership could enable GASC to better understand a particular industry and, subject to compliance with law, execute trading and investment strategies in reliance on that understanding for other GA Clients that do not own an interest in the portfolio company or issuer, without compensation or benefit to the relevant Core Program Partnership or the portfolio company. Further, the significance of GA’s assets under management could have a material adverse effect on the ability of the Core Program Partnerships to take advantage of investment opportunities that might otherwise have been suitable. Although GASC will endeavor to ensure that such information sharing and use does not prejudice the GA Clients, there can be no assurance that such endeavors will be sufficient or successful. In the event that any employee of General Atlantic obtains material non-public information that could influence investment decisions, GASC would be restricted in acquiring or disposing of the relevant investments on behalf of its advisory clients, which could impact the returns generated for such advisory clients. Notwithstanding that GASC does not maintain information walls among its 33  investment management businesses, GASC expects, in certain cases, to manage possible risks associated with access to material non-public information by maintaining information walls that limit the dissemination of material non-public information concerning certain GA strategic and other transactions to a designated group of General Atlantic personnel. Notwithstanding these internal controls, it is possible that the internal controls relating to the management of material non-public information could fail and result in General Atlantic buying or selling a security while, at least constructively, in possession of material non-public information. Inadvertent trading on material non- public information could have adverse effects on GA’s reputation, result in the imposition of regulatory or financial sanctions and, as a consequence, negatively impact GA’s ability to provide its investment management services to the GA Clients. While GASC currently operates without information barriers among its investment management businesses, GASC could be required by certain regulations, or decide that it is advisable, to establish information barriers among its investment management businesses (e.g., between the growth equity business and GA Credit or Actis). In such event, GASC’s ability to operate as an integrated investment management business would be impaired, which would limit GASC’s access to certain General Atlantic personnel and information and could adversely impact its ability to manage the GA Clients’ investments. The establishment of such information barriers could also lead to operational disruptions and result in restructuring costs, including costs related to hiring additional personnel as existing investment professionals are allocated to either side of such barriers, which could adversely affect GA’s business and the GA Clients. GA as Lender GA or an affiliate of GA may from time to time act as lender or other provider of financing to one or more GA Clients as part of the consortium of lenders or other providers of financing to one or more GA Clients. Any such transaction will give rise to conflicts of interest between GA or the relevant affiliated financing provider, on the one hand, and the GA Clients, on the other hand. To mitigate these conflicts, any such transaction will be made only in accordance with GASC’s policies and procedures and on overall terms that GA determines in good faith are no less favorable to the GA Clients, as applicable, than would be obtained in a transaction with an unaffiliated party. Joint Ventures and Investing with Other Sponsors of Private Funds The GA Clients, GASC and/or their respective affiliates may enter into joint venture arrangements, co-invest with third parties or otherwise participate in pooled investment vehicles with others, or may allocate discrete portions of its assets to other managers to manage on a discretionary or non- discretionary basis, if GASC determines that such an arrangement represents the appropriate way to access a particular investment opportunity or otherwise expand the investment expertise available to the GA Clients. The GA Clients could be subject to various fees and costs relating to such ventures, including additional performance-based or fixed asset-based fees or allocations payable or allocable to the promoters, managers, operating partners or sub-advisers of such ventures, and such fees are not subject to the fee offset provisions described in the Governing Documents. GA and/or GA Clients could have interests (and in the past have had, and in the future may have additional interests) in one or more joint ventures or other arrangements with service providers pursuant to which services are or will be provided by such service providers to such GA Clients, their portfolio companies, other asset managers (including other private equity fund managers and their 34  related investment funds), operators of assets and/or other persons. Such GA Clients may be subject to various fees and costs and expenses, including annual retainer fees, performance-based or fixed asset-based fees or allocations in connection with such joint ventures or other arrangements that are payable to or otherwise accrue to the benefit of, such service providers, including any portion of such fees, income or other amounts paid or borne by such GA Clients, and GA (and/or its affiliates) and/or GA Clients may share in such fees, allocations or other income (any such fees, allocations or income derived from a revenue-sharing, profit-sharing or similar economic arrangements between GASC or any of its affiliates, on the one hand, and a service provider, on the other hand, the “Service Provider Revenue” and any such service provider, a “Strategic Service Provider”). To the extent that more than one GA Client utilizes the services of a Strategic Service Provider, such GA Clients could receive a larger or smaller proportional benefit with respect to the revenue generated by the Strategic Service Provider. In cases where GA and/or a GA Client has an interest in or any arrangements with a Strategic Service Provider, there could be instances where such Strategic Service Provider is invested in another company that such GA Client is evaluating making an investment in, and vice versa, which would create a conflict of interest in that GA would be incentivized to recommend that such GA Client invest in such company. Although GA will seek to ensure that such transactions and arrangements contain terms that it believes are no less favorable to the GA Clients than are generally obtainable from unrelated third parties, such arrangements present conflicts of interest since such agreements or other arrangements may not be negotiated at arm’s length. The GA Clients, GASC and/or their affiliates may also acquire full or partial ownership interests in investment and/or operating structures and/or other similar entities or arrangements (each, a “Platform”). Any compensation of such Platforms paid to third-party managers or to GASC or any GA person or affiliate (“Platform Compensation”) will not offset fees paid to GASC by the Limited Partners and such GA Clients. This full or partial ownership of a Platform creates the potential for certain conflicts of interest. For example, GASC may cause one or more GA Clients to invest in a Platform in which GASC or its affiliate has a direct or indirect economic interest, which may be a controlling interest, and in any such case, GASC may have been incentivized to cause such GA Client to invest in such Platform partially because of such direct or indirect economic interest therein. To the extent that the GA Clients invest in a Platform and GASC or any GA person holds an equity interest solely in the management entity of such Platform, GASC will have a conflict of interest which could affect its decisions vis-à- vis the Platform and the GA Clients. Additionally, GASC may cause one or more GA Clients to invest in a Platform to make investments that one or more other GA Clients could otherwise have invested in (or vice versa) directly where investing indirectly through such Platform results in more favorable expense treatment or other economic advantages for GASC and/or its affiliates. In addition, the General Partners, GASC and/or their respective affiliates may have an incentive to arrange the purchase by the GA Clients of assets from a Platform or services from the associated management entity (thereby generating profits or fees for the GA Clients that have an interest in such Platform and/or its management entity). Finally, conflicts could arise if an associated management entity of a Platform breaches its sale agreement, servicing agreement, consultancy arrangement and/or other similar arrangement with certain GA Clients or otherwise fails to perform its responsibilities adequately with respect to the GA Clients, resulting in harm or damages to the GA Clients. In such circumstances, the General Partner, GASC and/or their respective affiliates may have a conflict in determining whether to seek appropriate recourse for the affected GA Clients, including through litigation. The General Partner and GASC intend to resolve all such conflicts using their good faith judgment, taking into account all factors they deem relevant in their discretion. 35  Investment Activities of GA’s Managing Directors Except as otherwise set forth in the Governing Documents, GA’s Managing Directors are able to commit a portion of their professional time and attention to matters unrelated to the GA Core Program or any other GA Client. Subject to any limitations set forth in the Governing Documents, the General Partners, GASC and their respective affiliates may at any time market, organize, sponsor or act as general partner or manager or as the primary source for transactions for one or more other GA Clients. Such activities may raise conflicts of interest for which the resolution may not be currently determinable. For example, portfolio companies of one or more GA Clients will be in competition with one or more other GA Clients’ portfolio companies, and GA’s Managing Directors may service of the boards of potentially competing portfolio companies. Additional conflicts may arise in the allocation of management resources among the GA Clients. Notwithstanding the foregoing, GA’s Managing Directors will devote such time and attention to the activities of the GA Clients as is required for the efficient conduct thereof. GA’s Managing Directors and employees of General Atlantic may serve as directors of one or more of the portfolio companies in which a GA Client is invested, and in that capacity, will be required to make decisions that they consider to be in the best interests of such portfolio companies. In certain circumstances, such as in situations involving bankruptcy or near insolvency of a portfolio company, actions that may be in the best interests of such portfolio company may not be in the best interests of the GA Client, and vice versa. Accordingly, in these situations, there is the potential for conflicts of interest between an individual’s duties as a partner, officer or employee of General Atlantic and such individual’s duties as a director of a portfolio company. Transactions with Continuation Vehicles In certain circumstances, GASC will determine that it would be in the best interests of a GA Client to provide an opportunity for underlying investors to obtain liquidity for all or a portion of their interests or their interests in particular investments while other GA Clients own, and GASC continues to manage, such investments. Subject to any consents required pursuant to the GA Client’s Governing Documents, GASC could propose to a GA Client’s advisory board or a GA Client’s investors one or more transactions that enable investors to monetize or restructure all or a portion of their interests in a GA Client, including through the use of a new investment fund or similar Continuation Vehicle (each such transaction, a “Liquidity Event”) that would be advised by GASC and from which GASC may receive asset-based and performance-based compensation, as determined by GASC. When making such determination, GASC may take the view that a particular investment: (i) has the potential for additional value that may require a longer holding period or additional fundings of capital than is appropriate or permitted for the GA Clients that then own such investment and/or that the optimal exit from such investment is likely to be achieved as of such later date or (ii) that due to a variety of circumstances (e.g., prevailing market conditions, a changed risk-return for the asset, the life-cycle of the GA Client, etc.), the relevant investment is no longer suitable for the GA Client(s) that own it. As part of the Liquidity Event, the Limited Partners may be given the opportunity to continue their investment in the relevant assets, in whole or in part. GASC may, but will not be obligated to, offer the selling Limited Partners the ability to reinvest in the relevant investment through the applicable Continuation Vehicle via roll-over equity. GASC may seek to require the purchasers to make commitments to a successor fund and/or its parallel funds advised by GASC or accept the terms of disposition offered by the new investors for the portfolio company interests. The terms offered to 36  selling Limited Partners may or may not accurately reflect fair market value of such interests. Because GASC will have the opportunity to earn additional asset-based and performance-based compensation and other economic benefits in respect of such Liquidity Events, and because each purchaser’s commitment to acquire interests in a successor fund and/or its parallel funds could be conditioned upon completion of the Liquidity Events, GASC will have conflicts of interest with respect to any such Liquidity Event, including in determining the terms and participants in connection with such Liquidity Event. GASC could be subject to other conflicts of interests in connection with a Liquidity Event, including with respect to investment valuations, allocation of fees and expenses, and the offering of investment opportunities to GA Clients. Depending on the elections made by the Limited Partners, the sale of an investment to a Continuation Vehicle will result in certain Limited Partners disposing of their investments in the underlying assets at a different time than the non-participating Limited Partners, and otherwise taking actions with respect to such investment that are different than the actions taken by the Limited Partners that do not make the same elections. As such, certain Limited Partners, including the relevant general partner and other related persons of General Atlantic, could ultimately receive a return on their share of the relevant investment that is higher or lower than the return achieved by other investors in the GA Client. Additionally, it is possible that new investors will be subscribing for interests in a Continuation Vehicle (“New Funding Investors”) alongside underlying investors that will be rolling their interests in the underlying investments (“Rolling Investors”) and that such New Funding Investors may participate in any such Continuation Vehicle on terms that are more or less favorable than the terms offered to Rolling Investors, resulting in additional conflicts of interest between the interests of such New Funding Investors and such Rolling Investors. In addition, such New Funding Investors in a Continuation Vehicle may participate on terms that could result in dilution of Rolling Investors’ indirect interests in the relevant underlying investments and could adversely affect returns to such Rolling Investors. Also, as a consequence of the potential for New Funding Investors to be offered preferred economics in the Continuation Vehicle, the amount and timing of returns to a Rolling Investor from a Continuation Vehicle may not be the same as those for the New Funding Investor, which may be paid in priority to returns to the Rolling Investors. Similarly, the terms applicable to any underlying investor’s retained interest may be less favorable than the terms applicable to other interests in the relevant underlying investment that are sold by the GA Client. Rolling Investors may not contribute additional capital and follow-ons may not be made pro rata. In the circumstances outlined above, GASC may determine that it is in the interests of the relevant GA Clients to enter into a cross trade with another GA Client or GA Clients, it being understood that such cross trade would be completed in accordance with GASC’s policies and procedures with respect to cross trades and the relevant Governing Documents. See “Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading — C. Transactions With Investors, Portfolio Companies and Other Affiliate Transactions” for more information. Gift Policy GASC maintains a policy regarding the giving and receiving of gifts and entertainment. This policy generally permits employees to give and receive gifts and entertainment, so long as such items are not lavish or excessive, and do not give the appearance of being designed to influence the recipient. In general, employees are required, where possible, to obtain approval from GASC’s compliance 37  team prior to giving or receiving gifts or entertainment having a value in excess of a threshold amount, and are required to report all gifts or entertainment valued below that amount, although this policy is waived from time to time. This creates a conflict of interest, because the receipt of such gifts or entertainment, and/or the prospect of receiving future gifts or entertainment, can incentivize employees to direct business to such service providers on a basis other than the cost and quality of the services offered, even in situations where GASC does not consider such items to be lavish or excessive or designed to influence the recipient. Placement Activities The personnel of GASC involved in offering interests in GA Clients are acting for GASC and not acting as investment, tax, financial, legal or accounting advisors to potential investors in connection with the offering of the interests. Potential investors must independently evaluate the offering and make their own investment decisions. GASC may in the future enter into arrangements with third- party placement agents to solicit prospective investors. Placement agents that solicit prospective investors on behalf of GA Clients are subject to a conflict of interest because they will be compensated by such GA Client and/or GASC in connection with their solicitation activities. Placement agents or other financial intermediaries may also receive other compensation, including placement fees with respect to the acquisition of interests by Limited Partners. Such agents or intermediaries may have an incentive in promoting the acquisition of interests in a GA Client in preference to products with respect to which they receive a smaller fee. Prospective investors should take the existence of such fees and other compensation into account in evaluating an investment in a GA Client. Prospective investors solicited by placement agents will be advised of, and asked to consent to, any compensation arrangements relating to their solicitation. Item 7. Types of Clients A. Core Program Limited Partners & Core Program Partnerships As discussed in “Item 4. Advisory Business” above, GASC provides investment advisory and management services to Core Program Limited Partners who enter into a Commitment Agreement with GA LP and GASC. Core Program Limited Partners include both investors that enter into such Commitment Agreements and the Pooled Managed Accounts that enter into such Commitment Agreements. Core Program Limited Partners participate in the investments of the GA Core Program by becoming limited partners of the Core Program Partnerships. The minimum initial Five-Year Commitment by a Core Program Limited Partner pursuant to a Commitment Agreement is generally $50 million, although General Atlantic has the authority to accept commitments of any amount from Core Program Limited Partners with a Five-Year Commitment. A Core Program Limited Partner with an Evergreen Commitment must commit $100 million or more to General Atlantic pursuant to its Commitment Agreement. A Pooled Account Investor invests in the GA Core Program through a Pooled Managed Account. Unlike the Five-Year Commitments or the Evergreen Commitments, where investors directly enter into individual Commitment Agreements with GA LP and GASC, investors participate in the Pooled 38  Managed Accounts by becoming limited partners of a pooled investment vehicle which enters into an individual Commitment Agreement with GA LP and GASC. Each Core Program Limited Partner that enters into a Commitment Agreement, and each Pooled Account Investor, is required to meet certain suitability qualifications, such as being an “accredited investor” under Rule 501 of Regulation D of the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51) the Investment Company Act of 1940, as amended. Core Program Limited Partners and Pooled Account Investors include, but are not limited to, high net worth individuals, pooled investment vehicles, charitable organizations, insurance companies, family offices, endowments, foundations, trusts and estates, and other corporate entities, institutions and vehicles. B. Other GA Clients GASC and its affiliates also provide investment advisory and management services to the Companion Funds, the Continuation Vehicles, the GA Credit Clients, the LP Coinvestment Vehicles, the Sponsor Coinvestment Funds and, in the future, any Similar Single Accounts and New Focused Clients, all of which are private funds. The Limited Partners in these private fund Clients include, but are not limited to, high net worth individuals, pooled investment vehicles, charitable organizations, insurance companies, family offices, endowments, foundations, trusts and estates, and other corporate entities, institutions, state pension plans, sovereign wealth funds, private wealth platforms and private fund vehicles. Each investor in these funds is required to meet certain suitability qualifications, such as being an “accredited investor” under Rule 501 of Regulation D of the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51) the Investment Company Act of 1940, as amended. The minimum commitment size for these funds varies. C. Personal Investment Vehicles GA Prism provides investment advisory, administrative, accounting and reporting services to several Personal Investment Vehicles (other than the Sponsor Coinvestment Funds) whose investors are members, partners or employees (or former partners, members or employees) of GASC and its subsidiaries. The Personal Investment Vehicles make and hold investments that are Personal Investments (as defined in “Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”). The Personal Investment Vehicles do not pay any fees to GA Prism for investment or advisory services, but investors reimburse GA Prism for certain costs and expenses. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss The following is a summary of the investment strategies and methods of analysis employed by GASC on behalf of the GA Clients. This summary should not be interpreted to limit in any way GASC’s investment activities. GASC offers advisory services, provides advice with respect to investment strategies and makes investments, including those that are not described in this Brochure, that GASC considers appropriate, subject to each GA Client’s investment objectives and guidelines. Specific descriptions of such strategies and methods are included in each GA Client’s Governing Documents. There can be no assurance that the investment objectives of any GA Client will be achieved. 39  A. Method of Analysis and Investment Strategies of the Growth Equity Business Global Growth Equity Investment Strategy The GA Core Program focuses on investing in companies across the growth spectrum that seek to scale their organizations, expand regionally or globally and build internal capabilities in advance of an initial public offering and/or trade sale. The GA Core Program primarily invests in later-stage growth companies and selectively invests in growth buyouts/build-ups, emerging growth companies, and public and pre-revenue life sciences companies. General Atlantic is typically an active, value- added investor. The GA Core Program currently targets an annual investment amount of approximately $7-8 billion and an investment range of $25 to $500 million per company, although the GA Core Program could invest a greater or lesser amount in a broad range of companies. General Atlantic’s investment strategy for the GA Core Program is primarily driven by the development of proprietary investment themes within specific sectors and regions. General Atlantic seeks proprietary opportunities by evaluating disruptive factors (such as technology and globalization) within selected industries that drive fundamental market transformations and may create outsized growth opportunities. The GA Core Program invests in five industry sectors (Technology, Healthcare and Life Sciences, Financial Services, Consumer and Climate) and the following geographic regions: United States, EMEA, Latin America, China and India and Southeast Asia. The industry and geographic sectors that the GA Core Program focuses on may evolve over time to reflect increasing globalization and other emerging trends. The investment strategy of the other Global Growth Advisory Clients depends on the type of Global Growth Advisory Client, as described below.  Companion Funds. Companion Funds co-invest alongside the GA Core Program in all or a subset of investment opportunities (including follow-on investments) that fall within the investment focus of the GA Core Program. GASC manages a Companion Fund established in March 2021 (together with its successor funds, the “Mexico Companion Fund”) to invest alongside the GA Core Program in new investments in any portfolio company that, at the time of the investment therein, derives, directly or indirectly, more than 50% of its revenue from Mexico (“Mexico Investments”). During the commitment period of any such Mexico Companion Fund and so long as it has capital available for new investments, such Mexico Companion Fund will generally be allocated 25% of any new Mexico Investments (or such other percentage or allocation methodology as may be approved by the LP Advisory Committee with respect to a future Mexico Companion Fund). GASC also manages a Companion Fund established in December 2021 (together with its successor funds, the “GA BnZ Companion Fund”) to invest alongside the GA Core Program in new portfolio companies focused on developing and/or implementing climate solutions or whose business has the potential to help combat climate change (“GA BnZ Investments”). During the commitment period of any such GA BnZ Companion Fund and so long as it has capital available for new investments, such GA BnZ Companion Fund will generally be allocated at least 75% of any new GA Climate Investments (or such other percentage or allocation methodology as may be approved by the LP Advisory Committee with respect to a future GA BnZ Companion Fund. If an investment is within the investment scope of the GA Core Program and one or more Companion Funds, it will be allocated based on the allocation policy of the GA Core Program and such Companion Funds. For example, a new GA BnZ 40  Investment that is also a Mexico Investment will generally be allocated among the Companion Funds and the GA Core Program in accordance with the Governing Documents of such Companion Funds and the GA Core Program.  Similar Single Accounts. Similar Single Accounts have an overall investment mandate that is the same or substantially similar to that of the GA Core Program and whose total investor capital commitment to any one such vehicle or account is equal to at least $500 million. As of the date of this Brochure, GASC does not manage any Similar Single Accounts.  New Focused Clients. The principal objective of any New Focused Clients is to invest in a subset of investments which would otherwise be suitable for the GA Core Program based on the overall investment mandate of the GA Core Program at the time such vehicle or account is being established. The Actis funds are New Focused Clients after closing of the Actis Transaction described above. Investment Process For the Global Growth Equity Clients, GASC seeks to apply the following criteria to identify attractive growth investment opportunities:  Strong market position and favorable industry structure  High quality, experienced management team with aligned incentives  Deep, addressable and rapidly growing market  Proven and sustainable economic model  A secure competitive advantage, with significant intellectual property and high barriers to entry Identifiable levers for value creation and a multi-path exit strategy  Generally, before a new investment is made, GASC typically conducts comprehensive financial, legal and market due diligence on potential portfolio companies, and extensive management and customer reference calls. GASC’s industry expertise and broad network of contacts contribute to its ability to conduct extensive and detailed due diligence when evaluating investment opportunities. After an investment is made, General Atlantic’s objective is to help the portfolio company accelerate growth and reduce execution risk as a company scales its organization and operations. Working alongside management, General Atlantic seeks to provide ongoing strategic, financial and operational support. General Atlantic’s Value Creation Group consists of full-time professionals across Growth Acceleration, Portfolio Human Capital, Capital Markets, and Sustainability and is supported by GA’s Operating Partners and Senior Advisors. The Value Creation Group is instrumental in sharing best practices in order to help companies accelerate growth, improve performance and gain access to global talent, expertise and resources. In looking for such opportunities, the Value Creation Group focuses on the following areas:  Growth Acceleration: Focused on identifying and accelerating profitable growth via capabilities including Go-to-Market, Pricing, AI/Data Science, Operational Efficiency, and Commercial Diligence. 41   Portfolio Human Capital: Assist with organizational design, executive recruitment, compensation systems, and board-building initiatives.  Capital Markets: Support strategic IPO readiness, private placements and debt issuances, exit-planning initiatives, and facilitate access to financial institutions.4  GA Operating Partners & Senior Advisors: Provide advice on specific functional knowledge and expertise in operations, finance, technology, human capital, and management, as well as particular sectors and regions.  Sustainability: Assist portfolio companies with ESG risk management, implement ESG initiatives as needed, and work alongside investment professionals during GA’s ESG due diligence process. Long-Term Investment Horizon and Liquidity General Atlantic typically seeks to accelerate growth and build companies over a long-term investment horizon, but maintains flexibility with respect to the ultimate timing of investment dispositions in order to capitalize on market and exit opportunities. General Atlantic works with portfolio company management teams to balance building company value and realizing liquidity for General Atlantic’s investors. General Atlantic typically generates liquidity by selling shares in initial public offerings, secondary market sales and trade sales. Investment Strategy of Liquidity Solutions Clients Continuation Vehicles have as their principal objective at the time of establishment to purchase one or more existing investments of the GA Core Program from the Core Program Partnerships and the Sponsor Coinvestment Funds. As of the date of this Brochure, GASC manages four sets of Continuation Vehicles: (i) a set of Continuation Vehicles established to purchase the GA Core Program’s investment in Red Ventures; (ii) two different sets of Continuation Vehicles established to purchase the GA Core Program’s investment in multiple portfolio companies; and (iii) a set of Continuation Vehicles established to purchase a portion of the GA Core Program’s investment in multiple portfolio companies based in Latin America. B. Method of Analysis and Investment Strategy of GA Credit Clients With respect to the GA Credit Funds, GASC focuses on investing in high quality companies with stressed capital structures and immediate funding needs. GASC will generally seek to invest in companies with proven and sustainable business models with large addressable markets. Such companies may be backed by a private equity sponsor, be publicly traded or privately held. GASC will not invest in upstream oil and gas companies. 4 As more fully described herein, GACM may be engaged to provide services to portfolio companies or GA Clients, and may be entitled to receive Other Income in connection with such services. 42  Strategic Credit Strategy GASC’s investment objective is to achieve attractive valuations and risk-adjusted returns by providing near-term liquidity and satisfying needs for companies experiencing balance sheet stress while establishing downside protection. While the GA Credit Clients will generally seek to primarily make debt investments, investments are also expected to be in the form of, or include a component of, common equity, preferred equity or warrants, and is further described in the Governing Documents. GASC is generally focused on companies with operations primarily in the U.S. and Europe, however company operations may be more global or regional in nature, and has a broad industry focus, targeting companies across sectors where GASC has deep expertise (Technology, Healthcare and Life Sciences, Consumer and Climate), and from time to time, also invests in sectors in which members of the GA Credit team previously have focused. Investments are highly structured and could have both debt and equity capital. The flexibility of its mandate allows GASC to provide differentiated solutions across market cycles and throughout the capital structure, further enhancing downside protection while maximizing optionality. GASC’s origination activities prioritize opportunities that are less conducive to competing solely on cost of capital. These investments aim to be highly structured and take the form of senior debt, subordinated debt, preferred equity, common equity, or some combination thereof. Investment Process GASC generally seeks to apply the following criteria to identify attractive investment opportunities:  High quality businesses with track records of profitability in normal market environments  Proven and sustainable business models with recurring revenues and large addressable markets  Businesses with asset divisibility for capital protection  Seeking to pursue opportunistic M&A transactions  Seeking to pursue offensive and/or defensive refinancings and financings  Operate in sectors where General Atlantic has deep expertise  Public, private or sponsor-owned companies Before a new investment is made, GASC will employ a rigorous investment due diligence process to evaluate all potential investment opportunities. The due diligence process will consist of a thorough business review of the industry, competitive landscape, products, customers, return on capital, existing capitalization and liquidity needs and the management of a company. This initial assessment will then be followed by a credit analysis, including asset valuation, financial analysis, cash flow analysis, legal and accounting review, and comparable credit and equity analyses. The GA Credit team will also complete a detailed review of the company’s capital structure, credit documents and related legal documents. 43  C. Risk of Loss of the GA Clients An investment in any GA Client involves various risks and investment considerations. There is a significant degree of risk relating to the types of investments contemplated by the GA Clients, and there can be no assurance that General Atlantic’s investment objectives will be achieved. An investment in the GA Clients may be deemed a speculative investment and is not intended as a complete investment program. It is designed for sophisticated investors who fully understand and are capable of bearing the risk of an investment in the GA Clients. An investor must be prepared to bear capital losses, even a total loss of such investor’s commitment. The following considerations do not constitute a complete list of all risks involved in connection with an investment in a GA Client. All investing involves a risk of loss, and the investment strategies offered by GASC could lose money over short or even long periods. The description contained below is a brief overview of different market risks related to the GA Clients. D. General Economic and Market Risks General Economic Conditions and Recent Events. Various sectors of the global financial markets have been experiencing an extended period of adverse conditions, including recent volatility as a result of shifts in U.S. foreign investment, trade and taxation, disruptions in global supply chains, natural disasters due to climate change, high inflation, the ongoing invasion of Ukraine by Russian military forces, the Israel-Hamas and Middle East conflict, ongoing geo-political tension between the United States and China and the deterioration in the bilateral relationship between such countries. In recent years, market uncertainty globally has increased dramatically. These conditions have resulted in disruption of the global credit markets, periods of reduced liquidity, greater volatility, general widening of credit spreads and a lack of price transparency. These volatile and often difficult global credit market conditions have episodically adversely affected the market values of equity, fixed- income and other securities and these circumstances may continue or even deteriorate further. The GA Clients’ investments are expected to be sensitive to the performance of the overall global economy. A negative impact on economic fundamentals and consumer and business confidence would likely increase market volatility and reduce liquidity, both of which could have a material adverse effect on the performance of the GA Clients and these or similar events may affect the ability of the GA Clients to execute their investment strategies. Financial Market Conditions and Fluctuations. The GA Clients typically make investments in securities of private companies without an active trading market. Traditional exit opportunities for such investments have consisted primarily of initial public offerings, secondary sales of securities into the market and acquisitions of portfolio companies by publicly traded companies, sometimes for stock. The ability of the GA Clients to sell securities and realize investment gains will depend upon favorable market conditions. Initial public offering and merger and acquisition opportunities may be limited or non-existent for extended periods of time, whether due to economic, regulatory, or other factors. In addition, general fluctuations in the market prices of securities may affect the value of the investments held by the GA Clients. Therefore, there is no assurance that the GA Clients will be able to realize liquidity for such investments in a timely manner, if at all. Market Disruptions. Certain of the GA Clients’ previous investments have benefited from favorable borrowing conditions in the debt markets, which historically have been cyclical. The financing available to the GA Clients from banks and other counterparties is typically reduced in 44  disrupted markets. Liquidity opportunities such as initial public offerings and secondary market sales are also adversely affected by market disruptions. Such a reduction may result in losses to the GA Clients and may impair, potentially materially, the GA Clients’ ability to make similar distributions. Market disruptions caused by unexpected political, military, global health and terrorist events may from time to time cause dramatic losses for the GA Clients and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. Banking Industry Disruption. As a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities which, coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions, as evidenced by the bank runs on the Silicon Valley Bank Financial Group (“SVB”) and on Signature Bank (“Signature”), causing them to be placed into receivership, and the sale of the assets of First Republic Bank. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that GA (with respect to the GA Clients), and/or the management and other personnel of the portfolio investments owned by the GA Clients, will not be able to manage this risk effectively. It is yet to be determined how the bank run on and subsequent receivership of SVB and Signature and the sale of the assets of First Republic Bank will fully impact other financial instruments and the broader economy, as well as the overall performance of the GA Clients and their investments. Changes to the Regulatory Framework. Many of the investments and investment strategies employed by General Atlantic are subject to numerous laws and regulations in many jurisdictions. In addition, GASC, the GA Clients and their affiliates operate in multiple jurisdictions that are governed by a number of different legal systems and regulatory regimes, some of which are new and evolving. As a result, GASC, the GA Clients and their affiliates are subject to a number of risks, including changing laws and regulations, developing interpretations of such laws and regulations, judicial decisions and scrutiny by regulators. Some of this evolution may result in scrutiny or claims against GASC, the GA Clients and their affiliates directly for actions taken or not taken by them or result in ambiguity or conflict among legal or regulatory schemes applicable to their businesses, all of which could adversely affect the GA Clients or the value of their investments. Further, and in particular in light of the changing global regulatory climate, the GA Clients may be required to register under certain foreign laws and regulations, and need to engage distributors or other agents in certain non- U.S. jurisdictions in order to market Interests to potential investors. The effect of any future regulatory change on the GA Clients could be substantial and adverse. In addition, as alternative asset managers are, or are perceived to be influential participants in the U.S. and global financial markets and economy generally, the private funds industry has been subject to criticism by some politicians, regulators, market commentators, academics, activists and traditional and social media. It is anticipated that, in the normal course of business, GA will have contact with governmental authorities and/or may be subjected to responding to questionnaires or examinations. The GA Clients may also be subject to regulatory inquiries concerning their positions and trading. Furthermore, various federal, state, and local agencies have been examining the role of placement agents, finders, and other similar service providers in the context of investment by public pension plans and other similar entities, including investigations and requests for information, and in connection therewith, new and/or proposed rules and regulations in this arena may increase the possibility that GA and their affiliates may be exposed to claims and/or actions that could require a Limited Partner to withdraw from one or more GA Clients. Thus, GASC, the GA Clients and their affiliates face the risk of potential 45  litigation and regulatory action. These risks are often difficult or impossible to predict, avoid or mitigate in advance. The effect on an investor’s investment in a GA Client, or on GASC, the GA Clients or their affiliates, of any such legal risk, litigation or regulatory action could be substantial and adverse. Cybersecurity Threats. General Atlantic and its portfolio companies may face cybersecurity threats to gain unauthorized access to sensitive information, including, without limitation, information regarding the Limited Partners and the GA Clients’ investment activities, or to render data or systems unusable, which could result in significant losses. If such events were to materialize, they could lead to losses of sensitive information or capabilities essential to the General Partners, GASC, the GA Clients and/or the portfolio companies’ operations and could have a material adverse effect on their reputations, financial positions, results of operations, or cash flows, could lead to financial losses from remedial actions, loss of business, or potential liability, or could lead to the disclosure of Limited Partners’ personal information. Cybersecurity attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. The controls and procedures, business continuity systems, and data security systems of the General Partners, GASC or any portfolio company could prove to be inadequate. These problems could arise in both the internally developed systems of the General Partners, GASC or a portfolio company and in the systems of third–party service providers. The use of personal information by the GA Clients and their portfolio companies is regulated by foreign, federal and state laws, as well as by certain third-party agreements. As privacy and information security laws and regulations change or as new laws are enacted, the GA Clients and their portfolio companies may incur additional costs to ensure that they remain in compliance with those laws and regulations. Force Majeure. Companies or assets may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fires, floods, earthquakes or any other natural disasters, outbreaks of infectious disease, pandemics or any other serious public health concerns, wars, terrorism and labor strikes). Natural disasters, epidemics and other acts of God, which are beyond the control of GASC and the General Partners, may negatively affect the economy, infrastructure and livelihood of people throughout the world. For example, southeast Asia and many countries in Asia, including China, Japan, Indonesia and Australia have been affected by earthquakes, floods, typhoons, drought, heat waves or forest fires. Disease outbreaks have occurred in Asia in the past (including severe acute respiratory syndrome, or SARS, avian flu, H1N1/09 flu, COVID-19 and other pandemics), and any prolonged occurrence of infectious disease, or other adverse public health developments or natural disasters, in any country related to GA’s investments may have a negative effect on the GA Clients. In addition, there are increased risks relating to GA’s (and its portfolio companies’ and service providers’) reliance on its computer programs and systems if GA’s personnel are required to work remotely for extended periods of time as a result of events such as the outbreak of infectious disease or other adverse public health developments or natural disasters, including an increased risk of cyber-attacks and unauthorized access to GA’s computer systems. Additionally, there is a risk of terrorist attacks on the United States and elsewhere, which could cause a significant loss of life and property damage and disruptions in 46  global markets. For example, as a result of any terrorist attack, economic and diplomatic sanctions may be in place or imposed on certain countries and military action may be commenced. Some force majeure events may negatively affect the ability of a party (including a GA Client or a counterparty to a GA Client) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to the GA Clients of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of infectious disease) could have a broader negative impact on the world economy and international business activity generally, or otherwise negatively impact any country related to the GA Clients’ investments. Any of the foregoing may therefore negatively affect the performance of the GA Core Program. Losses resulting from any of the foregoing may either be uninsurable or only insurable at such high rates as to make such coverage impracticable. If any such a major uninsured loss were to occur with respect to any GA Client’s investments, such GA Client could incur substantial losses. The occurrence of an extreme event may result in (and, in the case of COVID-19, has already resulted in) the closure of offices, the implementation of global or regional work-from-home policies, and/or travel disruptions or restrictions. Any such actions may increase GA’s, the GA Core Program’s and their respective affiliates’ and service providers’ dependency on technology systems, result in the rapid deployment of new and potentially less familiar technology or operations systems or lead to the utilization of existing systems in a significantly increased scope or unanticipated manner. If a significant number of GA’s personnel were to be unavailable in the event of a disaster or other event, GA and GASC’s ability to effectively conduct the GA Core Program’s business could be severely compromised. All of the above could increase the risk of cybersecurity or business continuity related losses, all of which could have a material effect on the GA Core Program. Inflation Risk. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on the economies and financial markets, particularly in emerging economies, but also in more developed economies, including in the U.S. economy which is experiencing inflation at rates that have not been experienced in decades. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments, and increases in energy prices will have a ripple effect through the economy. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the portfolio companies or the GA Clients’ returns. If a portfolio company is unable to increase its operating income in times of higher inflation, its profitability will be adversely affected. As inflation rises, portfolio companies will likely incur higher expenses, including, among others, development and construction costs, which may result in such portfolio companies lacking sufficient capital to complete their activities; as inflation declines, portfolio companies might be unable to reduce expenses in line with any resulting reduction in revenue. Geo-Political Risk. Geopolitical relations between governments may have significant macroeconomic effects on the global economy (including, but not limited to, currency fluctuations and/or other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise)). To the extent that existing and/or future geopolitical, trade and/or other disputes develop between countries, there could be additional significant impacts on the industries and sectors in which the GA Clients seek to make investments, the jurisdiction of investments and other adverse impacts on investments or the GA Clients more generally. 47  Russian Invasion of Ukraine. Since 2014, there has been an ongoing military conflict involving Ukraine, Russia and certain non-governmental groups in Eastern Europe. In 2021, Russian President Vladimir Putin ordered the Russian military to begin amassing thousands of military personnel and equipment near its border with Ukraine and in Crimea, representing the largest mobilization of Russian troops since Russia annexed Crimea in 2014. In February 2022, Russia subsequently commenced a full-scale invasion of Ukraine with its pre-positioned forces. Various governments, including the governments of the United States, the United Kingdom and the European Union have issued broad-ranging economic sanctions against Russia, including: (i) a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; (ii) a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and (iii) restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. The existing sanctions and the potential for future sanctions (and Russia’s retaliatory responses to those sanctions, including the potential seizure of foreign owned assets in Russia or territories controlled by Russia) or an expansion of the military conflict (including the possible involvement of NATO countries and the potential use of weapons of mass destruction), have negatively affected Russian assets and are likely to continue to adversely impact the Russian economy (including the further decline of the value and liquidity of Russian securities, a continued weakening of the ruble and exchange closures). In addition, global markets, including markets in which some GA Clients invest from time to time, have been affected and could continue to be affected by the existing sanctions and could be affected by future sanctions (and Russia’s retaliatory responses to those sanctions) or an expansion of the military conflict. The duration of ongoing hostilities, the substance and effects of future sanctions and/or an expansion of the military conflict present material uncertainty and material risk with respect to global markets and could adversely affect the GA Clients, their investments and their counterparties and target markets, all of which could have a material negative effect on the GA Clients’ performance. Israel-Hamas and Middle East Conflict. In October 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and a military campaign against Hamas and other terrorist organizations in the Gaza Strip commenced. There have also have been increasing numbers of attacks and other clashes between Israel and Hezbollah on Israel’s northern border with Lebanon and in the West Bank. In addition, on November 19, 2023, Houthi militias in Yemen began attacking shipping vessels it deemed to be affiliated with Israel that were transiting shipping lanes in the Red Sea, and continues to attack shipping vessels in the region, which has disrupted the global supply chain and caused a significant amount of the global container freight market to divert ships away from the Red Sea. In response, the United States and other countries have launched a series of military actions against Houthi targets, and the escalating conflict may in the future expand into a greater regional conflict or otherwise adversely impact other regions. The severity and duration of the conflict and its impact on global economic and market conditions are impossible to predict. The Israel-Hamas conflict and related events in the Middle East may significantly exacerbate the normal risks associated with an investment in a GA Client and result in adverse changes to, among other things: (i) general economic and market conditions; (ii) shipping and transportation costs and supply chain constraints; (iii) interest rates, currency exchange rates, and expenses associated with currency management transactions; (iv) 48  demand for the types of investments made by such GA Client; (v) available credit in certain markets; (vi) import and export activity from certain markets and capital controls; (vii) the availability of labor in certain markets and (viii) laws, regulations, treaties, pacts, accords, and governmental policies. Such volatility may cause the risk of existing investments to differ significantly from GASC’s initial risk assessment, and affect GASC’s ability to assess the risk of investments going forward. Any of the foregoing could seriously and negatively impact the GA Clients and their investments’ operations and their ability to realize their respective investment objectives. In addition, while GA maintains its headquarters in New York City, it does have an office in Tel Aviv, Israel and from time to time makes investments in companies based or operating in Israel. The ongoing conflict in Israel could result in a loss of GA’s or its portfolio companies’ offices and/or key personnel, which would materially adversely affect GA’s operations in Israel. information or misinformation without relying on Social Media. The use of social networks such as Facebook, X (formerly known as Twitter), TikTok and Instagram, message boards such as Reddit and other internet channels has become widespread within the U.S. and globally. As a result, individuals now have the ability to rapidly and traditional media broadly disseminate intermediaries. Information often spreads rapidly across large segments of the U.S. and global population, frequently without any independent verification as to its accuracy, which has led to the spread of misinformation in many cases. The spread of information or misinformation regarding General Atlantic, the GA Clients and their portfolio companies or any of their respective affiliates could result in material and adverse effects on any of the foregoing. Furthermore, certain administrators of or other service providers to social networks, message boards, app stores, websites and other internet outlets have taken actions to ban, block, verify or censor the content disseminated on their networks. Such actions, or similar actions taken by government regulators or courts, could negatively affect General Atlantic, the GA Clients and their portfolio companies or any of their respective affiliates (e.g., if a portfolio company were to face public backlash or regulatory penalties for taking such actions, or if a portfolio company were itself the subject of such a ban). Purchase or Transfer of LP Interests. Purchase of limited partner interests in any GA Client should be considered a long-term investment. Subject to the terms set forth in each GA Client’s Governing Documents, Limited Partners generally may not sell, redeem or transfer their interests in a GA Client without the consent of the applicable General Partner. Each GA Client is not obligated to, nor does it intend to, register the interests or create any form of secondary market in order to permit the resale or transfer thereof by Limited Partners. Because of these restrictions and the absence of a secondary market for the interests, Limited Partners may be unable to liquidate their investments even though financial circumstances would make liquidation advisable or desirable. In certain circumstances, such as when restricting the sale or transfer of interests would result in a risk of default by a Limited Partner, the General Partner may approve of a purchase or transfer of a particular Limited Partner’s interests in a GA Client to another Limited Partner, GASC, the General Partner and/or one or more of the General Partner’s affiliates, as determined in GASC’s or the General Partner’s discretion. Such transfers, including where the identification of potential transferees is dependent on GASC or the General Partner, may pose conflicts of interest due to the asymmetrical information that exists between GASC and the General Partner and the transferring Limited Partner with respect to the valuation of the relevant GA Client’s interests and the potential that the transferee may obtain the transferring Limited Partner’s interests for less than fair value. 49  Involuntary Withdrawal Of Interests. Subject to any limitations in the Governing Documents of a Client, GASC and/or its related persons may cause an investor to withdraw all or any portion of such investors’ interests in a GA Client at any time, with prior written notice, and for any reason in its discretion, including if the investor’s continued investment is likely to result in an adverse legal, pecuniary, tax, regulatory, administrative, reputational or other adverse consequence to the GA Client, any of its Limited Partners, GASC and/or its related persons, including in order to prevent the assets of the GA Client from being considered “plan assets” under ERISA, or if any litigation is commenced or threatened against the GA Client, any of its Limited Partners, GASC and/or its related persons arising out of, or relating to, such investor’s participation in the GA Client. Upon such a withdrawal, the withdrawn investor will receive an amount (in cash, in-kind or in the form of a note) equal to the value of its interest in the GA Client (generally, as determined by GASC and/or its related persons in its discretion) calculated as if the GA Client were wound up and liquidated or dissolved. This value may not accurately reflect the future value of an investor’s interest in the GA Client. In the event of such a withdrawal, the withdrawn investor will not participate in the GA Client’s profits (or losses) following such withdrawal. Default by Other Investors. In a closed-end commingled GA Client, including the GA Core Program, if a Limited Partner fails to fund its share of its capital committment or other payment obligations to the relevant Client when due, and the combination of capital contributions made by non-defaulting investors and borrowings by the GA Client are inadequate to cover the defaulted contribution, the GA Client could fail to meet its obligations or complete investments that would otherwise have been suitable for the GA Client. If the GA Client is subject to penalties as a consequence, the returns to all investors (including non-defaulting investors) may be materially adversely affected. If a Limited Partner defaults, it may be subject to various remedies as provided in the constituent documents of a GA Client, including, without limitation, a forfeiture of its interests therein, preclusion from further investment in the GA Client and participation in further investments by the GA Client, reductions in its capital account balance and a forced sale or redemption of its interest at a discount. GASC or one or more of its affiliates has the ability to draw down additional capital contributions from the non-defaulting Limited Partners (regardless of whether they are investors in the specific vehicle to which the default relates) to fund the shortfall caused by the defaulting investor(s) in amounts in excess of what such investors would have been required to fund had such defaulting investor(s) not defaulted on their capital contribution obligations. A default by a Limited Partner may also limit the GA Client’s ability to incur borrowings and avail itself of what would otherwise have been available credit. Sanctioned Investors. If after becoming a Limited Partner in a GA Client a Limited Partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including the United States Department of the Treasury’s Office of Foreign Assets Control or equivalent non-U.S. authorities), GASC and/or the General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the GA Client with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant Limited Partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the GA Client’s activities, could materially and adversely affect the GA Client. Interpretation of Governing Documents. The Governing Documents and related documents are detailed agreements that establish complex arrangements among the Limited Partners, the GA 50  Clients, GASC, the General Partners, and other entities and individuals. Questions will arise from time to time under these agreements regarding the parties’ rights and obligations in certain situations, some of which will not have been contemplated at the time of the agreements’ drafting and execution. In these instances, the operative provisions of the agreements, if any, could be broad, general, ambiguous or conflicting, and permit more than one reasonable interpretation. At times there will not be a provision directly applicable to the situation. While the relevant agreements will be construed in good faith and in a manner consistent with applicable legal obligations, the interpretations adopted will not necessarily be, and need not be, the interpretations that are the most favorable to the GA Client or the Limited Partners. If the interpretation of any provision of the Governing Documents is ambiguous, GASC and/or the General Partners may, but will not be required to, submit such provision to the GA Clients’ advisory boards for interpretation, and GASC and/or the General Partners shall be entitled to act in reliance on such interpretation. Other Income-Related Conflicts. Subject in all respects to the Governing Documents of the applicable GA Clients, GACM will be engaged as a service provider to, or engage in activities in respect of, the GA Clients, and their portfolio investments and issuers, coinvestors, the Balance Sheet and other persons. Arrangements will generally be made for GACM to receive its fees directly from the portfolio company or issuer, a Participant (as defined below) or a Third-Party Participant for services rendered (however, if such person will not pay or reimburse such fees, the participating GA Clients will pay or bear such fees, subject to the terms of the governing documents of such GA Clients). Such services and activities may include syndication, arranging, structuring, solicitation, underwriting, agency, origination, sourcing, placement, debt advisory and similar services or activities, including in respect of co-investments with coinvestors or other persons in transactions or investments participated in by a GA Client as well as in cases where a GA Client does not participate in such transactions or investments. As it relates to a given GA Client, other GA Clients, coinvestors, the Balance Sheet, syndication participants and other third-party investors are collectively referred to herein as “Participants.” The services that may be provided by GACM have become increasingly prevalent amongst alternative asset managers given changes in the regulatory environment for banks, and the rise in need for capital solutions or similar transactions to be directly sourced, syndicated and/or originated by such alternative asset managers, without the use of traditional, third-party financial intermediaries. While General Atlantic believes these kinds of transactions are generally beneficial to the GA Clients, the functions that GACM may perform give rise to a number of conflicts of interest. References herein to GACM when referring to General Atlantic or GASC (as opposed to other entities that are affiliated with General Atlantic but are not otherwise engaged as investment advisers with respect to GA Clients) are limited to General Atlantic or GASC’s capacities as providers of services that give rise to Other Income, and not, for the avoidance of doubt, their capacities as investment advisers with respect to GA Clients. GACM’s syndication services may include, among other things, identifying potential third-party investors (including potential Participants and/or financing counterparties), assisting in structuring the transaction so that it will be more marketable to third-party investors and/or financing counterparties, preparing marketing materials, performing outreach, executing on a syndication and sell-down strategy, underwriting initial public offerings or similar investments, arranging financing and providing post-closing support; and GACM is expected to, from time to time, expand the services that it performs and the activities in which it engages. Any such services could relate to transactions that could give rise to investment opportunities that are suitable for a GA Client or, alternatively, that preclude investment opportunities for a GA Client. In such case, the relevant client would typically 51  require General Atlantic to act exclusively on its behalf, thereby precluding the GA Client from participating in such investment opportunities. General Atlantic would not be obligated to decline any such engagements in order to make an investment opportunity available to a GA Client. It is also possible that General Atlantic will come into the possession of information through these new businesses that limits a GA Client’s ability to engage in potential transactions. These services could be required (and GACM would be compensated for providing them) even in situations where ultimately there is no allocation, syndication, sell-down to Participants or financing (for example, when it is unclear at the outset of negotiating a transaction whether such Participants have sufficient internal capacity (or demand) to provide the full amount of the financing sought by the counterparty). A GACM entity may become a broker-dealer registered with the SEC and a member of FINRA, and, in such case, would be authorized to perform, among other things, the following services: (i) underwriting firm commitment and best efforts offerings on a referral basis; (ii) the resale of securities pursuant to Rule 144A under the Securities Act, on a referral basis; (iii) merger and acquisition transactions and corporate finance advisory services; (iv) marketing of private funds (affiliated and unaffiliated alternative investment vehicles, including solicitation activities to qualified purchasers as defined in the Investment Company Act); (v) private placement of securities; (vi) non-exchange member arranging for transactions in listed securities by an exchange member, on a referral basis; (vii) trading securities for its own account; (viii) selling interests in mortgages, receivables or other asset-backed securities on a referral basis; and (ix) selling corporate debt securities on a referral basis. Certain GACM entities may provide a variety of services with respect to financial instruments that are not subject to broker-dealer regulations, such as arranging, structuring and syndicating loans and providing debt advisory and other similar services. Subject to the Governing Documents of the GA Clients and the disclosure below under “Conflicts Related to Syndication Activities,” the offering, placement, syndication, underwriting, solicitation or similar fees, commissions or other transaction-based compensation (including where structured as a performance fee), origination, arrangement, structuring, consent, amendment or commitment fees, in each case, received by GACM (to the extent established), in connection with activities related to a GA Client or its investments will be Other Income, will not reduce the Management Fees and will not otherwise be shared with or for the benefit of the GA Clients or the Limited Partners, and no consent or approval of any limited partner advisory committee or the Limited Partners will be required in connection therewith. It is possible that GACM or one or more GA Clients may provide financing as part of a third-party purchaser’s bid for or acquisition of a portfolio investment of another GA Client. The involvement of GACM or one or more GA Clients (e.g., a GA Credit Client) as a provider of debt financing in connection with the potential acquisition of portfolio investments by third parties from another GA Client (e.g., the GA Core Program) will give rise to potential or actual conflicts of interest, including the possibility of General Atlantic being motivated to cause such disposing GA Client to agree to terms with a third party with respect to which GACM or one or more GA Clients is providing such debt financing that are less favorable to the applicable portfolio company and/or such disposing GA Client than might have been obtained from another third party that did not have access to such financing, which may adversely impact the disposing GA Client. GACM’s private placement services are expected to include placement of GA Clients’ (and their portfolio companies’) securities and other financial interests, and its underwriting services are expected to include syndicating transactions for existing and potential portfolio investments of GA Clients. GACM’s underwriting services will be provided to existing and potential portfolio companies 52  of GA Clients and existing and potential portfolio investments. Where GACM serves as underwriter with respect to a portfolio company’s securities, the applicable GA Client will generally be subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This could prejudice a GA Client’s ability to dispose of such securities at an opportune time. General Atlantic, in its discretion, will determine the compensation to be paid to GACM and, while General Atlantic will generally seek to ensure that such compensation will be consistent with market terms or that a third party would not have provided the same services at more favorable rates, there is no guarantee that this will be the case. Such compensation is generally determined through negotiations with related parties and not on an arm’s-length basis. No two services that may be provided by GACM or third parties are identical, and for services that could be customized, variation on terms associated with such services (including price) could be significant. As such, any “market terms” that General Atlantic determines, in its discretion, to be a relevant comparison to services that could be provided by GACM could take into account, among other factors deemed by General Atlantic to be relevant, prior experience, quality accessibility of the relevant service and ability to customize the services. However, it could be the case that General Atlantic determines that the services to be provided by GACM are unique and there are no relevant or a limited set of market comparisons. These determinations (like many others) that are made by General Atlantic are subjective, and General Atlantic will face a conflict of interest in making them. In connection with such arrangements, General Atlantic will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include General Atlantic’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by General Atlantic to be appropriate under the circumstances. While General Atlantic and its affiliates will generally seek to obtain benchmarking data regarding the rates charged or quoted by third parties for similar services, it is possible that appropriate comparisons are not available for a number of reasons, including, for example, a lack of a substantial market of providers or users of such services or the confidential and/or bespoke nature of such services. Expenses to obtain benchmarking data will be borne by the relevant portfolio company (and indirectly by the parties participating in the relevant transactions, including the GA Clients) or directly by the GA Client and/or such other GA Clients, investment vehicles and accounts that invest and/or other parties. Moreover, General Atlantic, GACM and their personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of GA Clients that will not be subject to the Management Fee reduction described in “Item 5. Fees and Compensation – D. Management Fee Offsets” or otherwise shared with the GA Clients, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as GA Client expenses typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to General Atlantic, GACM and/or such personnel (and not the GA Clients, investors and/or portfolio companies) even though the cost of the underlying service is borne by the GA Clients, investors and/or portfolio companies. Conflicts Related to Syndication Activities. Subject in all respects to the Governing Documents of the applicable GA Client, GACM will receive and retain Other Income in connection with GA Clients’ investments. In cases where a portion of an investment or prospective investment 53  (including an originated investment) is allocated, placed and/or syndicated to one or more Participants (regardless of whether or not a portion of such investment was also allocated to a GA Client), GACM will receive and retain Other Income when such investment is made by such Participants and such Other Income will not reduce the Management Fees payable by such GA Client. As a result, in the case of investments where a GA Client and Participants invest, there is an incentive to syndicate more of such investments or loans to Participants than would exist in the absence of the possibility to receive and retain Other Income. Similarly, in the case of investments in which a GA Client would not invest, there is an incentive to source or arrange such investments with the intent of placing them with, or syndicating them to, Participants where GACM or another person will be able to receive and retain Other Income. As such, a conflict of interest exists because General Atlantic and its affiliates have a financial incentive to originate, arrange and/or syndicate investments other than the incentive associated with a management fee and performance-based compensation earned from the GA Client. In the case of investments in which a GA Client will participate, General Atlantic also has an incentive to find larger investment opportunities than would ordinarily be appropriate for such GA Client alone in order to generate and retain Other Income. The potential to receive Other Income, together with the management or performance compensation available to General Atlantic and/or its affiliates with respect to the GA Clients to which portfolio investments are expected to be syndicated, creates an incentive for General Atlantic and its affiliates to pursue or favor investments that would result in Other Income in lieu of factors that may increase the returns to the GA Client during the life of the investment. Investments may be syndicated either simultaneously with a GA Client making (or committing to make) the applicable investment, or at a time thereafter. In the case of syndications that are effected after the initial investment (or commitment to make the investment), it is possible that all or a portion of an investment may be temporarily held by the Balance Sheet and/or a Third-Party Participant, and, when that portion is sold to Participants, GACM and/or another General Atlantic affiliate will receive and retain Other Income. However, it is anticipated that in most (or all) of the instances in which Participants do not invest in an investment at such initial stage, then, in order to facilitate such investment, the applicable GA Client will make (or commit to make) an investment with a view to selling a portion of such investment to such Participants prior to or after making such investment. In such event, the GA Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, the GA Client may hold a larger portion than expected in such investment, or may realize lower than expected returns from such investment and, except as specifically provided otherwise in this section “Conflicts Related to Syndication Activities,” the terms, risks and conflicts described under the heading “LP Co- Investments” in “Item 6. Performance-Based Fees and Side-by-Side Management” related to sell- down co-investment transactions will apply to such Bridge Investments (as defined below) mutatis mutandis, including, without limitation, as it relates to the price that Participants would pay the GA Client for the Bridge Investment and that if prospective Participants do not ultimately invest in such investment, the GA Client will bear any broken deal expenses relating to the prospective Participants’ anticipated portion of the investment. As described above, a GA Client could provide interim financing, engage in “fronting” transactions, or otherwise make investments that are intended to be of a temporary nature in securities or financial instruments of, any portfolio company or other issuer in which such GA Client invests with the intention of transferring, participating out, or selling all or a portion of such investment to Participants (each, a “Bridge Investment”). Bridge Investments could be syndicated to one or more Participants 54  to the extent such Participants were not in a position to participate in the relevant investment opportunity on or prior to the closing of a GA Client’s investment therein or for any other reason. Any such transfer, participation out or sale shall occur on such terms and conditions and at such price as the applicable General Partner (or an affiliate thereof), in its discretion, determines to be equitable, which determination, with respect to price, may include the original cost price (with or without interest) or the fair value of such portion of such investment as of the date of such sale or other disposition. A GA Client would be expected to fund Bridge Investments using drawdowns under such GA Client’s subscription credit facility (to the extent available). Such GA Client will bear the interest expenses on such borrowed amounts and typically will not be reimbursed for such expenses (regardless of whether the Bridge Investment is successfully syndicated). The facilitation of a Bridge Investment will therefore, in circumstances where Other Income is not payable in respect of the Bridge Investment, generally not provide any direct economic benefit to a GA Client (and such GA Client could incur certain costs, including, without limitation, to the extent that the Bridge Investment is funded by drawdowns under such GA Client’s subscription credit facility), although it could provide strategic benefits (for example, when such Bridge Investment facilitates a portfolio investment by a GA Client). If Other Income is received by GACM in connection with making a Bridge Investment by a GA Client and such Other Income is retained by GACM and is not passed on to such GA Client or to the Participants who acquire the Bridge Investment (in each case, including, without limitation, as part of investment proceeds from the relevant investment), then the net amount of such Other Income attributable to such GA Client’s portion of the Bridge Investment (less any amount necessary to reimburse any General Atlantic person for all unreimbursed costs and expenses incurred by it in connection with any consummated or unconsummated transactions or in connection with generating any such fees that would constitute Partnership Expenses or broken-deal expenses) will be treated as Fee Income and a portion thereof will offset the Management Fees payable by such GA Client as described herein. The portion of such Other Income that is attributable to the Bridge Investment (and the portion thereof that will ultimately result in a Management Fee offset), will be determined based on the same allocation methodology as that applicable to Fee Income as described herein (including taking into account that employees and affiliates of General Atlantic do not pay Management Fees). In some cases, General Atlantic may (but is not obligated to) use the Balance Sheet (as defined herein) to fund and/or Third-Party Participants (as defined below) may participate in all or any portion of an investment that is expected to be syndicated to Participants or other persons. The determination of whether the Balance Sheet and/or a Third-Party Participant will do so (in lieu of a GA Client making a Bridge Investment with respect to such investment or a portion thereof, as the case may be) will be made by General Atlantic based on the interests of the Balance Sheet and/or such Third-Party Participant, including, among other factors, the liquidity profile of the Balance Sheet and/or such Third-Party Participant at the time of the syndication, other syndications in process or expected to be in process and the need for bridging in those other syndications, the likelihood of successfully syndicating the investment and the potential for GACM to earn syndication fees in connection with placing the investment with Participants (which fees will generally not be retained by GACM where investments are syndicated by a GA Client as Bridge Investments) or, conversely, the risk of a failed syndication and retention of the investment. As such, the Balance Sheet will have an incentive not to agree to fund the portion of investments allocated to Participants (and/or General Atlantic will have 55  an incentive not to agree to allocate a portion of a co-investment opportunity to a Third-Party Participant) where the post-closing syndication is expected to be challenging or subject to significant risk of failure. While General Atlantic may choose on a case-by-case basis to cause the Balance Sheet to fund all or any portion of the amount of an investment allocated to Participants and/or allocate a co-investment opportunity to a Third-Party Participant, it is expected that a GA Client will typically fund such amounts as Bridge Investments. Any such GA Client will therefore bear the risk that Participants do not purchase some or all of such investment and the risk of a more concentrated exposure to the relevant investment than was originally desired. Where both a GA Client, the Balance Sheet and/or a Third-Party Participant fund any portion of an investment that is expected to be syndicated to Participants, the post-closing syndication to Participants will be apportioned between such GA Client, the Balance Sheet and/or such Third-Party Participant on a pro rata basis (or on such other basis as General Atlantic determines to be fair and equitable, including, without limitation, taking into account any legal, regulatory, tax or similar considerations applicable to such GA Client, the Balance Sheet and/or such Third-Party Participant). If there is insufficient coinvestor demand and the full amount bridged by the GA Client, the Balance Sheet and/or a Third-Party Participant in the aggregate is not syndicated, the GA Client will be left with a more concentrated exposure to the relevant investment than was originally desired and a more concentrated exposure than it would have had if the GA Client’s Bridge Investment were transferred to Participants on a priority basis relative to the Balance Sheet and/or such Third-Party Participant. In addition, where the Balance Sheet, a Third-Party Participant and/or the GA Client fund any portion of a follow-on investment that is expected to be syndicated to Participants and any portion of such follow-on investment is not taken up by the relevant Participants, the Balance Sheet, such Third-Party Participant and/or the GA Client und may as a result participate in the follow-on investment on a non-pro rata basis relative to their share of the original investment. Financial, strategic or other third-party participants with which General Atlantic (and/or its affiliates) have a business, personal, political, financial or other relationship, and in which General Atlantic (and/or its affiliates) has an investment or with whom General Atlantic (and/or its affiliates) otherwise has entered into a revenue share or other economic arrangement (including for example banking institutions and other asset managers) are collectively referred to herein as “Third-Party Participants.” In connection with a GA Client’s investments, one of the GA Client, the Balance Sheet (or another General Atlantic affiliate) or a Third-Party Participant may be party to legal documentation related to a commitment or investment by any or all of the foregoing persons. In such cases, each of the relevant participants’ allocable interest in the investment would be documented by way of internal memoranda and/or such participants may enter into one or more contribution or similar agreements in respect of such interests to seek to ensure that the participant facing the issuer as a contractual matter, would not bear more than its applicable portion of the relevant investment obligations and to effect such adjustments and arrangements in connection therewith as the General Partner determines to be fair and equitable. In connection therewith, the allocation of Fee Income and Other Income among such participants would be based on the actual allocation and direct or indirect participation in the applicable investment by the relevant participants, taking into account any such back-to-back arrangements and/or internal allocation memoranda of General Atlantic and its affiliates, and would not be based on the amount that a party may be viewed as committing to or investing in such investment solely by reason of being the party facing the counterparty with respect to such investment for administrative or other reasons. 56  In addition to economic interests, the voting, control and governance rights (to the extent applicable) with respect to an investment in which GA Clients, the Balance Sheet entities, a Third-Party Participant and/or other Participants invest can be structured in a number of ways depending upon various considerations relating to the specific investment and the entities participating, and such structures may disregard the size of a GA Client’s investment relative to any of the Participants. Where Participants have interests or requirements that do not align with those of a GA Client, including in particular differing liquidity needs or desired investment horizons, conflicts will arise with respect to the manner in which the voting or governance rights (if any) with respect to an aggregating entity (or similar entity) are exercised, potentially resulting in an adverse impact on such GA Client. Similarly, in cases where the Balance Sheet, a Third-Party Participant or Other Advisory Clients make “selldown investments” and the applicable Participants ultimately do not consummate their proposed investments (and, consequently, the Balance Sheet, such Third-Party Participant and/or such other GA Clients retain their “selldown investments”), the Balance Sheet, such Third-Party Participant and/or such Other Advisory Clients may end up holding interest in or with respect to a portfolio company or issuer in which such GA Client is invested that is in a different part of the capital structure of such portfolio company or issuer compared to such GA Client’s investment therein, including that the Balance Sheet, such Third-Party Participant and/or such other GA Clients’ interest may be senior or junior to that of the GA Client’s interests. Such activities will give rise to the same or similar conflicts of interest as described under “Investments in which the Other Advisory Clients Have a Different Principal Interest” in Item 6 which conflicts will be heightened in the case of the Balance Sheet or a Third-Party Participant as General Atlantic’s own interests and its interests in relation to such Third-Party Participant could conflict with that of the applicable GA Client. In addition to bridging an investment as described above, from time to time, a GA Client may enter into one or more loan transactions (each, a “Participated Loan”) with a view to participating out the relevant loan to Participants. In such arrangements, the GA Client will have both an ongoing direct contractual relationship with the obligor under the Participated Loan facility and an ongoing contractual relationship with the holder of the participating interest (the “Participated Loan Counterparty”), which may be an existing or prospective Limited Partner unaffiliated with General Atlantic. In such cases, such Limited Partners or other investors necessarily would receive more information about the underlying Participated Loans than the other Limited Partners. In addition, such Participated Loan Counterparty will have the right to receive from the GA Client payments of principal and interest received from the underlying Participated Loan obligor but will typically be provided with limited or no voting or consent rights attaching to the Participated Loan by the GA Client. These governance rights will instead be retained by the GA Client. Similarly, the Participated Loan Counterparty will not have any direct rights or recourse in respect of the underlying collateral, if any, securing such Participated Loans, which will also be retained by the GA Client. A GA Client is permitted to enter into Participated Loan arrangements in respect of revolving or delayed draw credit facilities pursuant to which such GA Client will be subject to the risk of the Participated Loan Counterparty defaulting on its obligation to make payments to the applicable GA Client of any amounts required by such GA Client to be paid to the obligor under the Participated Loan facility subsequent to the closing of the facility. If there is a default by a Participated Loan Counterparty in such circumstances, such GA Client will have contractual remedies against it pursuant to the participation agreement. However, exercising such contractual rights could involve delays or costs to such GA Client and may not be successful or otherwise may not avoid losses for such GA Client. In the event that a GA Client is required to advance payments due under any Participated Loan arrangements in advance of receiving the corresponding payments from the Participated Loan 57  Counterparty under the corresponding participation arrangement, such advances and the relevant Participated Loan or portion thereof allocable to such advances, will be treated as a Bridge Investment by a GA Client with respect to any Other Income associated therewith. Any Participated Loans otherwise held by a GA Client will to the extent that any amounts payable thereunder have been funded by the relevant Participated Loan Counterparty, not be treated as “Bridge Investments” or otherwise as portfolio investments by such GA Client for the purposes of the treatment of Other Income, the Governing Documents and any investment restrictions. Accordingly, Other Income allocable to any Participated Loans (other than any Participated Loans that are treated as Bridge Investments) will not be offset against such GA Client’s Management Fees and will be retained by GACM. The potential to receive Other Income in connection with syndication activities creates an incentive for General Atlantic to allocate all (or at least a larger portion) of an investment to one or more Participants (thereby reducing the GA Client’s share of the investment) than it would in the absence of being able to receive and retain Other Income. Additionally, because General Atlantic and/or its affiliates (and the same personnel who provide services to both General Atlantic and GACM) are heavily involved in negotiating these originated and similar transactions, they (and GACM) have an incentive to structure the transactions to generate the types of fees that would not be offset against management fees with respect to GA Clients (and, consequently, also generate fewer original issue discounts for the GA Clients). To partially mitigate these conflicts, it is General Atlantic’s policy that the GA Clients receive their minimum desired allocation before General Atlantic allocates any portion of an originated investment to other Participants in respect of which General Atlantic would retain Other Income. Certain General Atlantic professionals and other persons (including persons associated with GACM) that are involved in providing origination, sourcing, portfolio management, syndication or other services to the GA Clients and other persons on behalf of General Atlantic (including General Atlantic investment professionals dedicated to, among other things, the GA Client and GA Credit) will also be involved in the business and operations of GACM or devote time to GACM activities (regardless of the entity through which such GACM activities are conducted, which entities may include GASC), and their activities are expected to give rise to Other Income that are not subject to any Management Fee offset, even though such persons are involved in investment-related activities on behalf of such GA Client and/or Other Advisory Clients. Such persons will face conflicts of interest in dedicating time and resources to the GA Client, which could have a detrimental effect on a GA Client’s performance. In addition, GACM can provide services to third parties (including corporate borrowers, as described below), including third parties that are competitors of General Atlantic or one or more of its affiliates, other GA Clients or their existing or potential portfolio companies, issuers or portfolio investments. In such cases, GACM will generally not take into consideration the interests of a GA Client or its portfolio companies or issuers, but rather will take into account its own interests. Further, conflicts of interest will arise in connection with GACM’s provision of services to or in respect of more than one GA Client or an existing or potential portfolio company or issuer of more than one GA Client on account of, among other things, (i) General Atlantic, together with GACM, viewing a GA Client or potential or existing portfolio company or issuer as a source of revenue (which would in most instances not result in a reduction of Management Fees payable by the GA Clients), (ii) an existing or potential portfolio company or issuer engaging GACM in an effort to obtain equity, debt or other forms of financing or investment by GA Clients, including in connection with services 58  provided or to be provided by GACM in respect of a class, tranche or series within such company’s capital structure (or such company’s capital structure as a whole) in which such GA Client(s) are not invested or are not expected to invest (and in such circumstance such GA Clients are invested or are expected to invest in a different class, tranche or series within such company’s capital structure), (iii) the sourcing and approval of potential GA Client investments that result in incremental revenue to GACM (including in circumstances where such revenue would not have existed but for a potential or existing portfolio company, issuer or portfolio investment’s engagement of GACM), including as a means to facilitate the engagement of GACM by any such company or investment in connection with a contemporaneous investment in such company or investment by another GA Client, (iv) General Atlantic and its affiliates’ internal compensation arrangements with respect to such revenue and (v) the allocation of a given investment opportunity, including the under- or over-commitment of certain GA Clients, and/or the inclusion or exclusion of certain other GA Clients (in whole or in part) from such investment opportunity, as a means to ensure the payment of such revenue. GACM also can come into possession of information that it is prohibited from acting on or disclosing (including on behalf of a GA Client) as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the best interest of the GA Client or a portfolio company or issuer. To the extent GACM is engaged by a portfolio company or issuer and one or more GA Clients expects to or does participate in the investment opportunity, General Atlantic and its affiliates will face actual or potential conflicts of interest, in particular if GACM is engaged by a third party (such as a portfolio company or issuer). Such conflicts include: (i) whether the GACM engagement, including amount of fees to be paid, is on terms that are not materially less favorable than terms that could be obtained from a third party with commensurate skill, expertise or experience (to the extent applicable), (ii) the portfolio company or issuer viewing the total amount of fees, discounts and interest paid for or in connection with the financing (or similar instrument) as one overall category of remuneration, whether payable to GACM, as a service provider, GASC or a GA Client, and therefore does not seek to negotiate the quantum or type of fees, discounts or interest to be paid to GACM, which could result in reduced fees or other compensation and/or less attractive investment terms for a GA Client (for example, a transaction may be structured in a manner that results in more structuring, arranger and syndication fees being payable to GACM and less original issue discount accruing to a GA Client), (iii) an incentive to pursue investment opportunities with greater fee opportunities for GACM, whether as a percentage of the investment size or absolute dollar amount, which could adversely impact the sourcing, diligence and approval process by GASC for a GA Client, or (iv) the under- or over-commitment of such GA Clients, and/or the inclusion or exclusion (in whole or in part) of certain GA Clients from such investment opportunity, as a means to ensure the payment of such revenue. While not expected to materially adversely impact the GA Clients in a direct manner, the involvement of GACM in an investment opportunity could give rise to various actual or apparent conflicts for other GA Clients, including (i) causing a lending-related investment opportunity to be treated as an affiliate loan origination (from a tax perspective) and thereby restricting the ability of certain types of Other Advisory Clients to participate, (ii) seeking to avoid allocation of these investment opportunities to other GA Clients where investor consents and/or management fee offsets are required and (iii) potential screening bias against potential investment opportunities that do not include a GACM fee component. In addition, a GA Client may not be able to participate in an investment opportunity if participation in such investment opportunity, taken together with the involvement of 59  GACM in such investment opportunity, creates a risk that such GA Client is treated as being engaged in a trade or business in the United States for U.S. federal income tax purposes. To the extent investment opportunities for a GA Client arise outside of the U.S., including opportunities located within the continents of Europe, the General Partner of such GA Client and GASC will be permitted to structure such opportunities in a manner that takes into account the engagement of GACM to provide services and earn fees in a manner consistent with the GACM arrangements described above, subject to such adjustments as determined by General Atlantic, in its discretion. Fee Income. GASC and/or General Atlantic may receive Fee Income as described in “D. Management Fee Offsets” in Item 5. In addition, GASC may seek expense reimbursement from issuers directly, and such payments would be subject to the reimbursement policies of such companies, and not the relevant GA Client’s Governing Documents. Conflicts of interest may also arise due to the allocation of any Fee Income received by GASC and/or General Atlantic to or among coinvestors. To the extent the receipt by GASC and/or General Atlantic of any such Fee Income results in an offset of the Management Fee as provided in the Governing Documents of the applicable GA Client, such Fee Income will be allocated to the GA Client only to the extent of the GA Client’s relative ownership (or anticipated ownership) of such investment or potential investment on a fully diluted basis. The amount of such Fee Income allocable to such coinvestors will not result in an offset of the management fee payable by the GA Client, even if the Coinvestors bear lower or no management fees, and in some cases may be retained by GASC pursuant to the terms of such vehicles. Accordingly, a GA Client will, in most cases, only benefit from the Management Fee reduction described above with respect to its allocable portion of any such Fee Income and not the portion of any fee allocable to any other person that holds an economic interest in (or, in the case of a transaction not consummated, would have held an economic interest in) the applicable investment. Furthermore, as the General Partner and investors affiliated with General Atlantic do not pay the Management Fee, the amount of any such Fee Income attributable to the General Partner’s or such related parties’ investments in a GA Client will not result in any offset to the Management Fee. The fee potential (including with respect to Other Fees) inherent in a particular investment or transaction could be viewed as an incentive for GASC and/or General Atlantic to seek to refer or recommend an investment or transaction to the GA Client. While not limited to replacement services, many of the services that give rise to Other Client Amounts are anticipated to be services provided by an Other Person as third-party replacement services (i.e., services that otherwise would have been provided by third-party service providers or consultants, such as infrastructure-related services, property management, collateral management and other services). For these purposes, “Other Person” means any General Atlantic person that is primarily dedicated to sponsoring, managing or advising (or, with respect to General Atlantic persons who are individuals, whose role is primarily dedicated to) one or more GA Acquired Clients and/or Other Advisory Clients. If a partner, member, manager, officer or employee of GASC or its subsidiaries is serving on the board of directors of a portfolio company and is receiving board compensation from such portfolio company and during his or her tenure on such board becomes an “Advisory Director” or a “Senior Advisor” to General Atlantic, then as long as a GA Client holds an investment in such portfolio company and such individual is an Advisory Director or Senior Advisor, the Management Fees will 60  continue to be treated as Fee Income with respect to such GA Client while the individual serves on the board of directors of such portfolio company and remains an Advisory Director or Senior Advisor. Once a partner, member, manager, officer or employee of GASC or its subsidiaries is no longer a partner, member, manager, officer or employee of GASC or its subsidiaries, or an Advisory Director or Senior Advisor, the directors’ fees received by such individual from any portfolio company board will not reduce the Management Fees otherwise payable to GASC. In addition, if any Management Fees are reduced by board compensation from a portfolio investment, then once such portfolio investment ceases to be a portfolio investment of such GA Client (i.e., such GA Client has fully disposed of its interest in such portfolio investment), then the Management Fees will no longer be reduced by the board compensation paid to a member, manager, officer or employee of GASC or its subsidiaries who continues to serve on the board of directors of the applicable issuer. Fee Income does not include any fees or other compensation (including directors’ fees and performance-based fees) paid by a portfolio company to any Senior Advisor or other consultants or advisors who, at the request of GASC or its subsidiaries, is providing services to such portfolio company. Senior Advisors also provide consulting services to GASC or its subsidiaries directly. Except as otherwise described herein, all services provided by Senior Advisors to GASC or its subsidiaries are paid by GASC as a GASC operating expense. From time to time, Senior Advisors or other consultants or advisors receive compensation from a portfolio company, GASC or a GA Client at the same time, in each case, without reducing the Management Fees otherwise payable to GASC by the Limited Partners. In addition to the foregoing, Senior Advisors from time to time invest directly in a portfolio company in the event that such Senior Advisor serves on the board of directors of such portfolio company, provides services to such portfolio company or otherwise provides value-add to such portfolio company. In addition, a Senior Advisor also may separately make an investment in a portfolio company through a private equity or alternative asset firm of which such Senior Advisor is a sponsor or executive. Any income resulting from such investments will not reduce the Management Fees otherwise payable to GASC by the Limited Partners. If board compensation is paid by a portfolio company to a Senior Advisor or consultant or advisor who was recommended to join such portfolio company board, then the Management Fees will not be reduced by the amount of such compensation. In addition, credit card, airline, lodging, rental car and other points or rebates received by General Atlantic or its employees will also not be used to offset Management Fees. Risks Associated with the GA Clients’ Portfolio Companies Nature of Investments. The Core Program Partnerships, and certain of the other GA Clients, primarily focus on making investments on a national or global basis in (i) companies with growth characteristics whose growth is or will be driven by attractive market or industry characteristics, regional and/or global expansion, acquisitions, superior management, technology, financial resources and/or access to key clients, customers, decision makers or experts, and (ii) companies driven by information technology or intellectual property. While such investments offer the opportunity for significant capital gains, they also involve a high degree of risk that may result in substantial losses. Portfolio companies in which the GA Clients invest could deteriorate as a result of, among other factors, an adverse development in their business, a change in their competitive environment, or an economic downturn. As a result, portfolio companies which were expected to be stable may operate 61  at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive positions, or may otherwise have a weak financial condition or be experiencing financial distress. In some cases, the success of the GA Clients’ investment strategy and approach will depend, in part, on the ability of GASC to effect improvements in the operations of a portfolio company and/or recapitalize its balance sheet. The activity of identifying and implementing operating improvements and/or recapitalization programs at portfolio companies entails a high degree of uncertainty. There can be no assurance that GASC will be able to successfully identify and implement such operating improvements and/or recapitalization programs and evaluate the nature and magnitude of the various factors that could affect the value of such investments. Prices of the investments may be volatile and a variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of GASC’s activities. As a result, the GA Clients’ performance over a particular period may not necessarily be indicative of the results that may be expected in future periods. Focused Investment Strategy and Limited Number of Investments. As a result of the GA Clients’ investment focus, investors will not enjoy the reduced risks of a broadly diversified portfolio. A specific investment focus is inherently more risky and could cause the GA Clients’ investments to be more susceptible to particular economic, political, regulatory, technological, or industry conditions or occurrences compared with a fund, or a portfolio of funds, that is more diversified or has a broader industry focus. The GA Clients could become highly concentrated and a Limited Partner’s aggregate return may be affected substantially by the performance of a few holdings. In particular, a Continuation Vehicle or Companion Fund could have only a few investments or even a single investment. The Limited Partners have no assurance as to the degree of diversification of the GA Clients’ investments, either by geographic region, asset type or sector. Moreover, because it is not reasonable to expect all of the GA Clients’ investments to perform well or even return capital, for the GA Clients to achieve above-average returns, one or a few of its investments must perform very well. There are no assurances that this will be the case. Need for Follow-On Investments. Following a GA Client’s initial investment in a portfolio company, the GA Client may be called upon to make one or more follow-on investments in such portfolio company, i.e., to provide additional funds or to increase its investment in such company, especially in light of the distress in the public and private marketplace. There is no assurance that the GA Client will make follow-on investments or that it will have sufficient funds to make all such investments. Any decision by a GA Client not to make follow-on investments or its inability to make them may have a substantial negative impact on a portfolio company in need of such an investment, may diminish such GA Client’s ability to influence the portfolio company’s future development, may result in missed opportunities for the GA Client, or may result in dilution of the GA Client’s investment. In the event that the GA Client does not make a potential follow-on investment, such follow-on investment may be made by one or more other GA Clients, whether or not such fund has participated in the initial investment in such portfolio company. Further, in the event of a down round financing or a financing involving punitive terms, such as “pay-to-play” provisions, a GA Client may be required to invest additional capital to protect its position and relative rights within the company. Certain conflicts of interest arise when the Core Program makes a follow-on investment in those scenarios, as a result of the staggered nature of Core Program commitments and the fact that not all investors who participated in the original investment will participate in the follow-on investment. 62  Further, to the extent a Companion Fund participated in the original investment and that Companion Fund is outside its investment period at the time a follow-on investment is made, a conflict of interest will arise between the Core Program and the Companion Fund since the Companion Fund will be unable to fund the follow-on and the Core Program may have to fund 100% of the follow-on capital. Risks Associated with Non-U.S. Investments. The GA Clients invest in non-U.S. businesses and do so on a regular basis. Non-U.S. investments involve certain factors not typically associated with investing in U.S. businesses and securities. For instance, investments in non-U.S. businesses (a) may require government approvals under corporate, securities, exchange control, non-U.S. investment and other similar laws and regulations, and (b) may require financing and structuring alternatives and exit strategies that differ substantially from those commonly used in the U.S. In addition, such risks of investing in non-U.S. companies may include, in general, risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and various foreign currencies in which the investments in non-U.S. portfolio companies are denominated, and costs associated with conversion of investment principal and income from one currency into another (General Atlantic may hedge foreign currency exposure on its non-U.S. investments, and has historically done so when calling capital for an investment denominated in a foreign currency but may also hedge in connection with other known, upcoming events as well); (ii) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less governmental supervision and regulation; (iii) certain economic and political factors, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; (iv) the possible imposition of non-U.S. taxes on income and gain recognized with respect to such securities and withholding taxes on dividends, interest and gains; (v) less developed corporate laws regarding, among other things, fiduciary duties and the protection of investors; (vi) the unpredictability of international trade patterns, and the viability of international trade agreements; (vii) the imposition of restrictions on and/or heightened regulatory burdens with respect to non-U.S. investments by the U.S. and/or the imposition of tariffs by the U.S. on non-U.S. goods (e.g., the U.S.’s imposition of tariffs on Chinese goods); (viii) the possibility of non-U.S. governmental actions such as expropriation, nationalization, confiscatory taxation, the imposition of restrictions on inbound capital (e.g., from the United States), and/or the imposition of tariffs on U.S. goods; (ix) the imposition or modification of exchange controls or currency pegs; (x) less developed compliance infrastructure, regarding, among others, anti-money laundering protections; (xi) less developed cybersecurity and technology infrastructure and greater risk of misappropriation of intellectual property and/or personal information; (xii) less developed transportation infrastructure and supply chain logistics; and (xiii) greater social unrest and market uncertainty. Further, as compared to U.S. entities, non-U.S. entities generally disclose less financial and other information publicly, and they are subject to less stringent and less uniform accounting, auditing, and financial reporting standards. Also, it may be more difficult to obtain and enforce legal judgments against non- U.S. entities than against U.S. entities. The GA Clients are not obligated to engage in any currency hedging operations, and there can be no assurance as to the success of any hedging operations that the GA Clients may implement. Additionally, in some countries there is the possibility of expropriation of value, including through confiscatory taxation, limitations on the repatriation or sale of securities, debt obligations, property or other assets of the GA Clients, political or social instability or diplomatic developments, each of which could have an adverse effect on the GA Clients’ 63  investments in such non-U.S. countries. In addition, there are certain laws and regulations governing the use of certain information technology that are different and more restrictive than the laws and regulations of the United States. Any adverse change to the political, economic, military or social environments in the host countries of the portfolio companies could have a significant adverse effect upon the operations or financial performance of the GA Clients. The General Partners and GASC will analyze risks in applicable countries before making such investments, but no assurance can be given that the General Partners and GASC will be able to evaluate these risks accurately or that a political or economic climate, or that particular legal or regulatory risks might not adversely affect an investment by a GA Client. Minority Investments. The GA Clients typically make minority investments in companies. As a minority investor in a portfolio company, the GA Clients are not likely to be able to control or influence effectively the business or affairs of the portfolio company and may not have full transparency into its day-to-day operations and business affairs. The GA Clients may have no right to appoint a director and a limited ability to protect their interests in such companies and to influence such companies’ management. Such a company may have economic or business interests or goals that are inconsistent with those of General Atlantic, and General Atlantic may not be in a position to limit or otherwise protect the value of the investment in the company, although as a condition of making such investments, it is expected that appropriate shareholder rights generally will be sought to protect the investors’ investments. There can be no assurance that such minority investor rights will be available, or that such rights will provide sufficient protection of investors’ interests. Co-Investments with Third Parties. The GA Clients co-invest in portfolio companies with financial, strategic, or other third parties. Such investments will involve additional risks not present in investments where a third party is not involved, including the possibility that the co-investor may have interests or objectives that are inconsistent with those of the GA Clients, may have financial difficulties resulting in a negative impact on such investment or may be in a position to take action contrary to the GA Clients’ investment objectives. In addition, a GA Client may in certain circumstances be liable for the actions of its third party partners or co-venturers. Investments made with third parties in joint ventures or other entities also may involve Performance Allocations and/or other fees payable to such third party partners or co-venturers. In addition, the GA Clients will be significantly reliant on the existing management and board of directors of such companies, which may include representation of other financial investors with whom the GA Clients are not affiliated and whose interests may conflict with the interests of GA Clients. As a condition of making such investments, it is expected that appropriate shareholder rights generally will be sought to protect the investments of the GA Clients; however, there can be no assurance that such rights will be available, or that such rights will provide sufficient protection of such interests. Difficulty of Locating Suitable Investments. Although General Atlantic believes that it should be able to attract suitable deal flow, General Atlantic may be unable to find a sufficient number of attractive opportunities to meet its investment objectives. General Atlantic expects investment competition from other entities having similar investment goals and objectives. Potential competitors include other private investment funds, business development companies, special purpose acquisition corporations, firms that have historically been limited partners in private equity firms, venture capital firms, individuals, financial institutions, strategic or scaled acquisition firms, family offices and other 64  institutional investors. Some of these competitors may have more relevant experience, greater financial, technical, marketing, and other resources, more personnel, higher risk tolerances, different risk assessments, lower return thresholds, lower cost of capital, a greater ability to achieve synergistic cost savings than the GA Clients, a need to invest expiring capital commitments, a longer investment horizon than the GA Clients and access to funding sources unavailable to General Atlantic. In addition, the availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. Therefore, identification of attractive investment opportunities is difficult and involves a high degree of uncertainty, and competition for such opportunities may become more intense. Some of these competitors may have more market experience and contacts, greater financial capital and resources and more personnel than the GA Core Program. There can be no assurance that the General Partner of each GA Client will be able to identify a sufficient number of investment opportunities for the GA Clients to enable them to invest fully the capital commitments in opportunities that satisfy the GA Clients’ investment objectives, or that such investment opportunities will lead to completed investments by the GA Clients. Likewise, there can be no assurance that the GA Clients will be able to realize upon the value of their investments or that they will be able to invest all of their committed capital. As such, poor performance by a few of the GA Clients’ investments could severely affect the total returns to investors. Risk Arising from Provision of Managerial Assistance. The Managing Directors of GASC or its subsidiaries and/or other GASC investment professionals typically serve on the boards of directors of portfolio companies. The designation of directors and other measures contemplated could expose a GA Client’s assets to claims by a portfolio company, its security holders and its creditors. While General Atlantic intends to operate in a way that will minimize exposure to these risks, the possibility of successful claims by portfolio companies cannot be precluded. If a GASC investment professional serves as a director of a portfolio company, such individual may become subject to fiduciary or other duties which could adversely affect the GA Clients. For example, the GA Clients may be unable to sell portfolio securities if a board member affiliated with GASC is in possession of inside information relating to the issuer thereof or during “black out” periods. Nevertheless, investment professionals of GASC typically serve on portfolio company boards of directors. Furthermore, the GA Clients may obtain rights to participate substantially in and to influence substantially the conduct of the management of their portfolio companies which could expose the GA Clients to claims by portfolio companies, their security holders and their creditors. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. If these liabilities were to occur, investors could suffer losses in their investments and indemnification risks arising out of litigation. Dependence on Key Personnel. The success of the GA Clients is dependent on the financial and managerial expertise of the key personnel of GASC and its subsidiaries. The loss of these individuals could have a material adverse effect on the performance of the GA Clients. The key personnel are under no contractual obligation to remain with GASC or any of its subsidiaries for all or any portion of the term of any Commitment Agreement or GA Client. As a result, the ability of 65  GASC to carry on its activities successfully is dependent upon the skill and experience of the personnel of GASC. Expedited Transactions. Certain investment analyses and decisions by General Atlantic may be undertaken on an expedited basis in order for the GA Clients to take advantage of available investment opportunities. In such cases, the information available to General Atlantic at the time of an investment decision may be limited, and General Atlantic may not have access to the detailed information necessary for a full evaluation of the investment opportunity. In these instances, General Atlantic conducts its due diligence activities in a very brief period and may assume the risks of obtaining certain consents or waivers under contractual obligations. Leverage. Investments are expected to include obligors whose capital structures may have significant leverage. These investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of these investments will increase the exposure of such obligors to adverse economic factors such as downturns in the economy or deterioration in the condition of the obligor or its industry. The GA Clients intend to use leverage by incurring liabilities to finance a portion of the investments of such GA Client under one or more leverage facilities. Such leverage facilities may be incurred directly or indirectly, including through subscription facilities, or any refinancing thereof, and could be done by the GA Clients through any asset-based facility that remain outstanding without a specific duration limit. They may take the form of, without limitation, products issued by securitization vehicles, and other financial instruments described herein, such as derivative instruments that are inherently leveraged. The use of leverage by a GA Client generally magnifies both its opportunities for higher returns and its risk of loss from a particular investment. Accordingly, any event that adversely affects the value of an investment by a GA Client would be magnified to the extent leverage is used. The cumulative effect of the use of leverage by a GA Client in a market that moves adversely to the investments could result in a loss to participating Limited Partners that would be greater than if leverage had not been used. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines, among other factors), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. To the extent that a GA Client engages in any leveraging, it will be subject to the risks normally associated with debt financing, including the insufficiency of cash flow to meet principal and interest payments. Leveraging the capital structure will mean that third parties, such as banks, may be entitled to the cash flow generated by such investments prior to a GA Client receiving a return. To the extent that the GA Clients invest in a portfolio company with a leveraged capital structure, such investment will be subject to increased exposure to adverse economic factors such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of such company or its industry. In the event that such a company is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the principal amount of the GA Clients’ debt investment will be at significant risk, and the value of any equity portion of the GA Clients’ investment in such company may be significantly reduced or eliminated. Furthermore, although portfolio company-level debt is generally expected to be recourse only to the financed portfolio company, the GA Clients themselves may be required to provide equity commitment letters, completion guarantees, payment guarantees, environmental indemnities and so-called “non-recourse 66  carve out guarantees” (e.g., guarantees of losses suffered by the lender, and in some cases of the full principal amount of the loan, in the event that the borrowing entity or its equity owners engage in certain conduct such as fraud, misappropriation of funds, unauthorized transfers of the financed property or equity interests in the borrowing entity, the commencement of a voluntary bankruptcy case by the borrowing entity or under other circumstances provided for in such guaranty or indemnity). Any such agreements or arrangements will not generally be considered a borrowing or a guarantee for purposes of any limitations on borrowings and/or guarantees set forth in the Governing Documents even though these agreements pose many of the same risks and conflicts associated with the use of leverage that the limitations on borrowings and guarantees intend to address. Subject to certain limitations, the GA Clients will from time to time borrow money, purchase margin securities, pledge their assets, guarantee or become sureties for the obligations of others and indemnify lenders and third parties in connection with any such borrowings or other such transactions. Such borrowings are from time to time made with a capital call bridge facility or its equivalent entered into by a GA Client for purposes of providing financing to such GA Client to consummate the funding of investments (and the costs and expenses associated therewith) prior to the call for capital contributions with respect to such investments. In addition, there may be (i) circumstances in which a GA Client purchases margin securities, pledges its assets or guarantees the obligations of portfolio companies and (ii) unique or strategic investment opportunities in which a GA Client incurs permanent leverage with respect to an investment in a portfolio company (i.e., a permanent loan facility or its equivalent) by borrowing amounts from a lender to invest in a portfolio company with the intention of repaying such borrowing from the gains associated with such investment or capital called from the investors. As described herein, the GA Clients may and may cause or permit any of their subsidiaries or special purpose vehicles to) take out margin loans or “net asset value loans” (or “NAV loans”) secured by investments or otherwise enter into transactions having a similar leveraging effect with respect to investments including for purposes of distributing the proceeds to the GA Clients for further distribution to the Limited Partners, and may in each case pledge the shares of the underlying portfolio company (or other asset) as collateral for the loan. Under these arrangements, the special purpose vehicle would typically be subject to a margin call if the value of the underlying assets decreases significantly. In order to meet the margin call, the special purpose vehicle will need additional assets to avoid foreclosure. Even if the margin loan is not recourse to the GA Client, the GA Client may contribute additional capital to the special purpose vehicle to avoid adverse consequences to the investment, including foreclosure on the collateral at a lower valuation (see also “Back Leverage” below). The GA Clients may directly or indirectly take such margin loans or NAV loans secured by investments for purposes of participating in investments or follow-on investments, which are not subject to the restrictions on borrowings described above. The GA Clients may directly or indirectly take such margin loans or NAV loans secured by investments for purposes of participating in investments or follow-on investments or to accelerate distributions to the Limited Partners. The indirect interest of a Limited Partner or a co-investor may be used to secure a margin loan or NAV loan taken out by a GA Client in connection with a follow-on investment, distribution or other transaction that such Limited Partner or co-investor is not participating in. In such event, for the avoidance of doubt, such non-participating Limited Partner or co-investor will not bear any costs or expenses related to such loan. The interests of Limited Partners participating in the investment or distribution resulting from such loan, on the one hand, and Limited Partners or co-investors not participating in the investment, distribution or other transaction resulting from such loan, on the other hand, could diverge in connection with the utilization of such loan where 100% of such GA Client’s interests in the underlying investment are pledged. Similarly, the interests of participating Limited 67  Partners could diverge to the extent that Limited Partners’ interests in the underlying assets differ as a result of GASC’s investment allocation rules, for example, with respect to follow-on investments. GA may give co-investors the option to participate in the investment or distribution resulting from a margin loan or NAV loan secured by such co-investors’ investments, but co-investors may elect not to so participate, which could reduce the amount of collateral that can be pledged and may adversely affect the loan terms or availability thereof. If co-investors do so elect to participate, they will be required to commit to return all or a portion of distributions or make an additional commitment to cover any potential funding obligations under such margin loan or NAV loan. In addition to secured financing arrangements, the GA Clients could employ preferred financing arrangements with respect to some or all of the investments of such GA Client or the GA Core Program as a whole. In such arrangements, a third party typically provides cash liquidity in exchange for the right to receive a return of such amount plus a preferred return thereon prior to the return of any additional proceeds to the GA Client. Subject to the Governing Documents, such arrangements could be employed to accelerate distributions to the Limited Partners or to provide for additional capital for new or follow-on investments. These arrangements could result in a GA Client receiving a lower overall return of distributions than it would otherwise have received if, for example, an investment is held for a long period of time, resulting in a compounding preferred return in favor of the third party financing provider, or where the proceeds of the financing are reinvested in investments that do not perform as well as the original investments that were subject to the financing arrangement. Such preferred financing arrangements will not be treated as borrowings incurred by the GA Client for purposes of determining their compliance with the limitations on borrowings set forth in the Governing Documents. The General Partners are authorized to cause the GA Clients or their subsidiaries or portfolio investments to borrow money (including in the form of a margin loan or NAV loan) or otherwise provide credit support for the purposes of causing the GA Client or any such subsidiary or portfolio investment to realize proceeds other than in connection with a disposition of the GA Client’s interest in any such portfolio investment. The General Partners are incentivized to provide liquidity to the GA Clients and their Limited Partners for purposes of improving the internal rate of return (“IRR”) of the GA Client and accelerating the return of distributions to the Limited Partners (which could result in the distribution of Performance Allocation to the General Partners), even if, as stated above, the GA Client has not actually disposed of or otherwise realized its interest in such portfolio investments. If any such form of financing is entered into by a GA Client or any such subsidiary or portfolio investment, there will be associated contingent liabilities that could cause the GA Client or the subsidiary or portfolio investment to suffer losses and require the Limited Partners to make capital contributions at any point during the GA Client’s life for purposes of satisfying, for example, margin calls or other obligations. The use of a leverage facility by a GA Client will also result in interest expenses, fees and other costs to a GA Client that may not be covered by interest payments and fees generated by a GA Client from investments. The use of leverage may impose restrictive financial and operating covenants on a GA Client, in addition to the burden of debt service, and may impair a GA Client’s ability to operate its business as desired and/or finance future capital needs. The use of leverage may magnify the volatility of changes in the value of investments. The actual use of leverage by GA Clients will depend on a number of factors, including the 68  availability of indebtedness on terms that GASC deems are appropriate and GASC’s decision to utilize any such available leverage, among others. There can be no assurance that a GA Client will be able to obtain, or will maintain, leverage on favorable terms, leverage that reaches GASC’s targets/expectations or any leverage at all. To the extent that a GA Client does not employ long-term leverage (or employs less leverage than originally anticipated when the GA Client was market), such GA Client’s investment returns may be lower than those that might have been achieved using long- term leverage. GA Clients may from time to time enter into agreements to indemnify or provide funds in the event of breaches of contractual provisions by the GA Clients, the General Partners, GASC, a portfolio company and/or any of their respective subsidiaries, affiliates, partners, shareholders, members, employees and/or officers (whether such agreement to provide funds is described as a guarantee (including a “bad boy,” “big boy” or similar guarantee), performance undertaking or otherwise). In addition, the GA Clients will (and may cause or permit any of their subsidiaries or special purpose vehicles to), enter into contractual arrangements, including deferred purchase price payments, staged funding obligations, earn outs, milestone payments, equity commitment letters and other forms of credit support that obligate it to fund amounts to special purpose vehicles, portfolio companies or other third parties. Any such agreements or arrangements will not be considered a borrowing or a guarantee for purposes of any limitations on borrowings and/or guarantees set forth in the Governing Documents, even though these agreements and arrangements pose many of the same risks and conflicts associated with the use of leverage that the limitations on borrowings and guarantees intend to address. In addition, a GA Client’s General Partner may have the right to borrow for the purpose of funding distributions to Limited Partners or to facilitate a follow-on investment. To the extent a General Partner elects to do so in order to accelerate a distribution that is expected to be made in connection with a binding agreement or the declaration of a dividend or similar distribution by a portfolio company (directly or indirectly), the proceeds from such borrowing will be split between the Limited Partners and such General Partner on the same basis as the proceeds would be distributed upon consummation of the transaction contemplated by the applicable binding agreement (or dividend announcement). Accordingly, the General Partner has an incentive to cause the GA Client to borrow for this purpose in order to accelerate its receipt of Performance Allocation. To the extent an applicable transaction is not consummated or dividend not made (or, in either case, materially delayed) the GA Client may be required to call capital or dispose of other assets to repay the applicable borrowing and the General Partner may be required to repay certain of the losses applicable Limited Partners. Back Leverage. Without limitation to the disclosure above under “Leverage,” a GA Client may (i) create an investment vehicle, contribute such GA Client’s assets to such investment vehicle (or make such investments directly through such investment vehicle), and cause such investment vehicle to incur borrowings which may be secured by the investment vehicle’s assets or (ii) cause multiple such investment vehicles to engage in joint borrowings and/or secure any such borrowings on a cross-collateralized basis. Any arrangements entered into by such vehicle or entity (and not the GA Client itself), will not be considered borrowings by the GA Client for purposes of any GA Client- level limits on borrowings (or any limits on issuing additional interests) by such GA Client that are set forth in the Governing Documents of the relevant GA Client(s). The use of back leverage potentially enhances the return profile of these investments and a GA Client overall, but also increases 69  the risk of the applicable investment, including the risks associated with collateralized investments held through the same leverage facilities. If a GA Client were to create one or more of such investment vehicles, such GA Client would depend on distributions from an investment vehicle out of such vehicle’s assets, earnings and/or cash flows to enable such GA Client to make distributions to its Limited Partners. The ability of such an investment vehicle to make distributions could be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on loan to value, interest coverage or other financial ratios or other criteria) may restrict the GA Client’s ability, as the holder of an investment vehicle’s common equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, an investment vehicle may take actions that delay distributions to investors in order to preserve ratings and to keep the cost of present and future financings lower. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan to, and the distribution of cash out of, such an investment vehicle, or cash flows may be completely restricted for the life of the relevant investment vehicle. Hedging Policies and Risks. General Partners may engage in derivative or similar transactions to hedge some or all of the GA Clients’ portfolio exposure to currency exchange rate fluctuations, but it is not contemplated that the GA Clients will engage in short selling or shorting transactions other than for purposes of hedging currency exposure. Hedging against a decline in currency exchange rates does not eliminate fluctuations in the values of related portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus seeking to moderate the decline in the portfolio position’s value. Such hedging transactions also limit the opportunity for gain if relevant currency exchange rates should increase. In the event of an imperfect correlation between hedging transactions and related portfolio positions, the desired protection may not be obtained, and the GA Client may be exposed to risk of loss. In addition, it is not possible to hedge fully or perfectly against all foreign exchange risk, and hedging entails its own costs. General Atlantic will determine in its sole discretion whether or not to hedge against certain foreign exchange risks. Illiquidity of Investments. An investment in the GA Clients requires a long term commitment with no certainty of return. It is unlikely there will be near term cash flow available to the Limited Partners. Many of the GA Clients’ investments will be highly illiquid, and there can be no assurance that the GA Clients will be able to realize such investments at attractive prices or otherwise be able to effect a successful realization or exit strategy. The ability of the GA Clients to achieve successful and profitable exits of their portfolio investments may be impacted by a number of factors prevailing at the time, including general economic conditions, interest rates, availability of capital, interest levels of strategic and financial buyers and cyclical trends. It is difficult to predict with any certainty whether there will be a ready and willing market of buyers for any particular portfolio company at the time a GA Client seeks a realization. Partial or complete sales, transfers or other dispositions of investments that may result in a return of capital or the realization of gains, if any, may not occur for a number of years after an investment is made. Further, dispositions of such investments may require a lengthy time period or may result in distributions in kind to the Limited Partners. Furthermore, the GA Clients may acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act, or in accordance with Rule 144 promulgated under the Securities Act. There can be no assurance that private purchasers can be found for the GA Clients’ investments. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities 70  eligible for trading on national securities exchanges or in the over-the-counter markets. As such, restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Such illiquidity may continue even if a GA Client’s portfolio company obtains a listing on a securities exchange. and/or after the term of a GA Client has ended or a GA Client has commenced dissolution. In addition, there can be no assurance that the disposition of a portfolio company will occur in one transaction. If a GA Client effects a disposition of a portfolio company by means of a multi-step disposition (such as a first-step cash tender offer or stock sale followed by a merger or in the case of a simultaneous acquisition and concurrent merger of two separate companies), there can be no assurance that the remainder can be successfully sold. A multi-step disposition may result in a GA Client holding a non-controlling interest in a portfolio company, which will result in the GA Client having a limited ability to protect its position in such portfolio company. Litigation Risks. The portfolio companies are subject to a variety of litigation risks, particularly in consequence of the likelihood that one or more portfolio companies will face financial or other difficulties during the term of the GA Clients’ investment. For example, the GA Clients have historically participated in portfolio company financings at implicit portfolio company valuations lower than the valuations implicit in preceding rounds of financing. In the event of a dispute arising from such transaction (or other activities relating to the operation of the GA Clients), it is possible that partners or members of the General Partners and the investment professionals of GASC and its subsidiaries serving on the board of directors of portfolio companies may be named as defendants. Under most circumstances, the GA Clients will indemnify the General Partners and their affiliates and GASC’s investment professionals for any costs they may incur in connection with such disputes. Beyond direct costs, such disputes may adversely affect the GA Clients in a variety of ways, including by consuming substantial amounts of time and attention of GASC and its professionals, and harming relationships with the portfolio companies or other investors in such portfolio companies. The GA Clients from time to time invest in public companies or in private companies that become public companies. In these circumstances, investment professionals of GASC serving on the boards of directors of such companies may be subject to litigation for violations of securities laws or for other claims typically brought against directors of public companies. To the extent that there is insufficient insurance coverage and such directors are liable for damages, the GA Clients or their investors may have indemnification obligations. In addition, the GA Clients and their investors may be required to contribute to litigation settlements. The U.S. Internal Revenue Service or the applicable state, local or non-U.S. tax authorities (collectively, the “Tax Authorities”) may not accept the tax positions taken by GA Clients or a Limited Partner. If any Tax Authority successfully contests a tax position taken by a GA Client, Limited Partners will be liable for tax, interest and/or penalties, and Limited Partners may be required to file or amend one or more tax returns to reflect such contested positions. In addition, an audit of any private fund may result in an audit of the returns of some or all of the Limited Partners, which examination could result in adjustments to the tax consequences initially reported by the Limited Partners and affect items not related to a Limited Partner’s investment in the GA Client. Regulated Industries. The GA Clients from time to time invest in companies that operate in regulated industries. Examples include, without limitation, financial services, healthcare and the space industry. The operations of such companies will be subject to compliance with applicable regulations, and such companies may be subject to increased regulations resulting from both new 71  requirements and re-regulation of previously de-regulated markets. Prices may be artificially controlled, and regulatory burdens may increase costs of operations. New or increased regulations could adversely affect the performance of the companies in which the GA Clients invest. Additionally, such companies may be highly dependent on government contracts, which could further increase the risks of investing in such companies. Relatedly, the GA Clients from time to time may invest in companies that operate in nascent industries that are not currently highly regulated, but which may come under regulatory scrutiny in the future. An example is the virtual currency industry. New or increased regulations could adversely affect the performance of these companies. Public Companies. A portion of the GA Clients’ investments involves investments in public companies or taking private portfolio companies public. Investments in public companies may subject the GA Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the GA Clients to dispose of such securities at certain times (including due to the possession by GASC or its affiliates of material non-public information), increased likelihood of shareholder litigation against the companies’ board members, which may include GASC’s personnel, regulatory action by the U.S. Securities and Exchange Commission or foreign regulatory bodies and increased costs associated with each of these risks. Private Securities. Most of the GA Clients’ investments are expected to involve private securities. In connection with an investment in private securities, the GA Clients from time to time assumes, or acquires, a portfolio company subject to contingent liabilities. These liabilities may be material and may include liabilities associated with pending litigation, regulatory investigations or environmental actions, among other things. Real Estate Investments. Although it is not an investment strategy of General Atlantic to make investments in real estate assets or businesses, such investments may be made from time to time. These investments, if any, are expected primarily to involve operating businesses with real estate components, including significant investments in real estate assets as a result of the restructuring of operating businesses, and the restructuring or formation of real estate investment trusts. Real estate investments by their nature involve certain risks, including risks normally associated with general or local market conditions, environmental risks, risks relating to the high illiquidity of such investments resulting from among other things intense competition for purchasers and tenants, and risks related to the cyclical nature of the real estate market. Early Stage Companies. The GA Clients from time to time invest in early stage companies. Significant risks are associated with investments in companies in an early stage of development or with little or no variations in operating results from period to period and companies with the need for substantial additional capital to support expansion or to achieve or maintain a competitive position. Investments in such early stage companies typically involve greater risks than those generally associated with investments in more established companies. For instance, less established companies tend to have smaller capitalizations and fewer resources and, therefore, are often more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. Such companies may not have significant or any operating revenues. Early stage companies often experience unexpected 72  issues in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately resolved. A risk also exists that a proposed service or product cannot be developed successfully with the resources available to an early stage company. There is no assurance that the development efforts of any such early stage company will be successful or, if successful, will be completed within budget or the time period originally estimated. Substantial amounts of financing may be necessary to complete such development and there is no assurance that such funds will be available from any particular source, including institutional private placements or the public markets. The percentage of early stage companies that survive and prosper tends to be small. In addition, less mature companies could be more susceptible to irregular accounting and/or other fraudulent practices. Furthermore, to the extent there is any public market for the securities held by a GA Client, securities of less established companies may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Investments Within the Technology Sector. GA Clients regularly invest in portfolio companies involved in the technology sector. Technology companies face varied specific challenges, including but not limited to (i) highly competitive and rapidly changing market conditions, (ii) low barriers to entry spurring unpredictable new market participants and/or competing products, (ii) short product life cycles, (iii) evolving and constantly changing consumer needs and preferences, and (iv) a reliance on patents. There is no assurance that a product or service that may have motivated GA to invest in a technology company will not be adversely affected or rendered obsolete by competitor advancements in the technology industry. The introduction of new or disrupting technology could also harm the value of an investment in a technology company by removing the company’s ability to integrate its offerings into the increasingly complex ecosystem of digital products and services. Even if innovation does not surpass a given portfolio company’s technology, competition in this sector can cause downward pressure on pricing and adversely affect the valuation of said portfolio company. Furthermore, security vulnerabilities and social and ethical issues are especially prevalent in the software and technology sectors. Artificial intelligence in particular is a rapidly evolving and highly competitive field that is subject to technological, regulatory, ethical, legal, and social challenges and disruptions. Climate Change. The GA Clients may acquire investments that are located in areas which are subject to climate change. Any portfolio companies located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the GA Clients’ business and operations. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise and extreme temperatures. As a result of these physical impacts from climate-related events, the GA Clients may be vulnerable to the following: risks of property damage to the GA Clients’ investments; indirect financial and operational impacts from disruptions to the operations of the GA Clients’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage, for investments in areas subject to severe weather, decreased net migration to areas in which investments are located, resulting in lower than expected demand for the products and services of the investments; increased insurance claims and liabilities; increased energy cost impacting operational returns; changes in the availability or quality of water or other natural resources on which the business depends; decreased consumer demand for consumer products or services resulting from physical 73  changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment and economic distributions arising from the foregoing. Investments in Emerging Markets. Certain of the GA Clients make investments in emerging markets throughout the world. Investing in emerging markets involves risks and special considerations not typically associated with investing in more established economies or markets including, among other things: (i) higher dependence on exports and the corresponding importance of international trade; (ii) greater risk of inflation, interest rate volatility, stock market volatility and lack of financial liquidity; (iii) inability to exchange local currencies for U.S. dollars; (iv) increased likelihood of governmental involvement in and control over the economy; (v) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (vi) less developed compliance culture; (vii) risks associated with differing cultural expectations and norms regarding business practices; (viii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (ix) less developed, reliable or independent judiciary systems for the enforcement of contracts or claims, including bankruptcy claims; (x) greater regulatory uncertainty; (xi) maintenance of the investments with non-U.S. brokers and securities depositories; (xii) greater risks regarding repatriation of income and capital; (xiii) threats or incidents of corruption or fraud; and (xiv) less developed or reliable capital and credit markets, which may make it more difficult to acquire, finance or dispose of investments, all of which may adversely affect the return on investments. Repatriation of investment income, assets and the proceeds of sales by investors foreign to such markets, such as the GA Clients, may require governmental registration and/or approval in some emerging markets. The GA Clients could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends. In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over- the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements or authorities. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The GA Clients may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts. Risks Associated with Investments in the Healthcare Industry (including Life Sciences). Certain of the GA Clients make investments in the healthcare industry, which is subject to certain sector-specific risks and considerations including, among other things: (i) the healthcare industry is dominated by large multi-national corporations with substantially greater financing and technical resources than generally will be available to General Atlantic’s portfolio companies; (ii) the public market for healthcare companies continues to be volatile; (iii) products and technologies produced by certain of the companies in this industry may become obsolete; (iv) General Atlantic’s life sciences 74  portfolio companies may have limited operating histories or histories of net losses and may expect net losses for the foreseeable future; (v) there are many competitors in the life sciences sector that have already been funded which will force General Atlantic’s healthcare and life sciences portfolio companies to compete with more established companies for financing; (vi) the healthcare and life sciences industries are subject to stringent regulatory regimes; (vii) the investment by a GA Client in a life sciences company will probably not satisfy the long-term funding needs of a company and, as a result, a life sciences portfolio company will require substantial additional funds to conduct research and development activities, clinical trials, and apply for regulatory approvals for any potential products or services; (viii) the potential products of a pre-revenue life sciences company that has no products approved for sale could require significant additional development and preclinical and clinical testing, as well as, in all cases, regulatory approval, which will not be assured; (ix) some pre- revenue stage life sciences companies in which the GA Clients invest will only have one product under development and will thus be dependent on that one product for its revenues; (x) in both U.S. and foreign markets, sales of a healthcare or life sciences company’s products and, consequently, a company’s overall success, will depend in part on the availability of reimbursement from third-party payors, including, among others, government health administration authorities such as federal Medicare and state Medicaid, private health insurers and other organization; (xi) companies in the healthcare industry (including life sciences companies) are often subject to significant risks related to litigation, regulatory action and liability for damages and penalties in connection with their operations, or products or services offered; and (xii) intellectual property rights in the fields of medical devices, diagnostics, pharmaceuticals and biotechnology are highly uncertain and frequently involve complex legal and scientific questions. Virtual Currency Industry. The GA Clients from time to time make investments in companies that operate virtual currency exchanges or are otherwise engaged in the virtual currency industry. Virtual currencies (also known as “cryptocurrencies” or “digital currencies”), and similar assets that utilize blockchain technology, are relatively new, evolving products based upon new and evolving technologies. An investment in the virtual currency industry is subject to a variety of risks, including technological, security and regulatory risks as well as associated uncertainties over the future existence, support and development of such virtual currency. Virtual currencies themselves may experience significant price volatility. The virtual currency exchanges on which virtual currencies trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Virtual currency exchanges are appealing targets for cybercrime, hackers and malware. Virtual currency exchanges may cease operations due to theft, fraud, security breach, liquidity issues, anti-money laundering issues or government investigation. In addition, banks may refuse to process wire transfers to or from exchanges. Over the past several years, many exchanges have, indeed, closed due to fraud, theft, government or regulatory involvement, failure or security breaches, or banking issues. Digital Assets. To the extent permitted pursuant to the GA Clients’ respective Governing Documents, the GA Clients may make investments in portfolio companies that issue ownership interests as digital assets or other instruments that are based on blockchain distributed ledger or similar technologies (“Digital Assets”). For example, an investment in a decentralized autonomous organization (a “DAO”) may be made by purchasing tokens in such DAO. Digital Assets represent a speculative investment and involve a high degree of risk. Several factors may affect the price of Digital Assets, including but not limited to: supply and demand, investors’ 75  expectations with respect to the rate of inflation, interest rates, currency exchange rates, overall market sentiment or future regulatory measures that restrict the trading of Digital Assets and/or Digital Asset Derivatives or the use of Digital Assets as a form of payment. As relatively new products and technologies, Digital Assets have not been widely adopted. Rather, a significant portion of the demand for Digital Assets is generated by speculators and investors seeking to profit from the short- or long-term holding of Digital Assets. Digital Assets are loosely regulated and there is no central marketplace for currency exchange. Certain Digital Assets may be deemed to be securities, certain Digital Assets may be deemed to be commodities and certain Digital Assets may be deemed to be neither securities nor commodities. Further, many Digital Assets may not be subject to federal regulatory oversight at all but could be regulated by one or more state regulatory bodies or a foreign regulatory authority. Such laws, regulations or directives may impact the price of Digital Assets and their acceptance by users, merchants, and service providers and, as a result, could significantly impact the value of a GA Client’s investments in any Digital Asset. To the extent Digital Assets are determined to be a security, commodity interest, or other regulated asset, or a U.S., state, or foreign government or quasi- governmental agency exerts regulatory authority over Digital Asset use, exchange, trading and ownership, the value of a Digital Asset in which a GA Client has invested may be adversely affected. Valuation. GASC is responsible for valuing the assets of the GA Clients, i.e., the portfolio companies. Such valuation will affect reported performance and in some cases, the Management Fees. GASC performs its valuation of portfolio companies pursuant to written policies and guidelines, which generally involve current market price information. Pursuant to this policy, GASC conducts a formal valuation of the GA Clients’ investment portfolio quarterly. However, there may be investments as to which current or reliable market price information may be unavailable, and consequently, GASC may use its discretion to determine the appropriate means of valuation. There can be no assurance that the value assigned to an investment at a certain time will equal the value that an investor is ultimately able to realize. See also “Item 6. Performance-Based Fees and Side-by-Side Management” for a discussion of the potential conflicts of interest and how they are addressed with respect to the valuation of a Limited Partner’s portfolio for purposes of making performance based allocations. CFIUS & National Security/Investment Clearance Considerations. Certain transactions by the GA Clients that involve the acquisition or sale of a business connected with or related to national security or critical infrastructure may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of interests in the entity purchasing such business, in addition to non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of interests in the entity purchasing such business, including with respect to CFIUS, where a co-investor or other partner is a “foreign person” under applicable regulations. Certain of the Limited Partners are expected to be “foreign persons,” and in the aggregate, may comprise a substantial portion of the relevant GA Client’s capital commitments, which may increase the risks of an investment being subject to CFIUS’ jurisdiction and the likelihood of CFIUS imposing restrictions on an investment. CFIUS agency practice is evolving rapidly, and CFIUS exercises substantial discretion in deciding how to interpret, apply and enforce the implementation of regulations. As a result, as is the case currently there can be no guarantee that investments by the GA Clients will not be reviewable by CFIUS and/or non-U.S. national security/investment clearance regulators or that CFIUS and/or non-U.S. national 76  security/investment clearance regulators will not seek to evaluate the GA Client’s investment activities. In the event that CFIUS or another regulator reviews or would be expected to review one or more of the proposed or existing investments of the GA Clients, there can be no assurances that General Atlantic will be able to maintain, or proceed with, such transactions on terms acceptable to the GA Client, or that such investment would be allocated to, or consummated by, the GA Client rather than to one or more other GA Clients. CFIUS or another regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the GA Clients from (i) maintaining or pursuing investments, and/or (ii) disposing of investments, which could adversely affect the performance of the GA Clients. Beginning on January 2, 2025, the U.S. Department of the Treasury’s Outbound Investment Security Program went into effect, which prohibits or requires notification of certain types of outbound investments by U.S. persons into certain entities located in or subject to the jurisdiction of China, Hong Kong, and Macau (as well as certain entities subject to Chinese ownership or control) that are engaged in the development of certain national security technologies and products (presently, certain semiconductors and microelectronics, quantum information technologies, and artificial intelligence technologies), as well as any other countries that are or may be designated under the program’s regulations. Together, these regulations may affect GA’s business and operations. In the event that CFIUS, the U.S. Department of Treasury administering the Outbound Investment Security Program, or a non-U.S. national security/investment clearance regulator reviews one or more of the proposed or existing investments of a GA Client, there can be no assurances that such GA Client will be able to maintain, or proceed with, such transactions on terms acceptable to GA. Such regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the GA Clients from (i) maintaining or pursuing investments in certain jurisdictions and/or (ii) disposing of investments already made in such jurisdictions, or may increase the cost and time associated with such activities, which could adversely affect the performance of GA’s investment vehicles and in turn adversely affect GA’s profitability. Toehold Investments. The GA Clients may accumulate minority positions in the outstanding voting stock, or securities convertible into the voting stock, of potential target companies. Any such GA Client may be unable to accumulate a sufficiently large position in a target company to execute its strategy. In such circumstances, the GA Client may dispose of its position in the target company within a short time of acquiring it and there can be no assurance that the price at which such stock is sold will not have declined since the time of acquisition. This may be exacerbated by the fact that stock of the companies being purchased may target may be thinly traded and that the position held may nevertheless have been substantial and its disposal may depress the market price for such stock. Risk of Multi-Step Acquisitions. In the event that a GA Client chooses to effect a transaction by means of a multi-step acquisition (such as a first-step cash tender offer or stock purchase followed by a merger or in the case of a simultaneous acquisition and concurrent merger of two separate companies), there can be no assurance that the remainder can be successfully acquired. This could result in such GA Client having only partial control over the investment or partial access to its cash flow to service debt incurred in connection with the acquisition. Integration Acquisitions. The GA Client, or any one of their portfolio companies, from time to time acquires one or more companies with the intent of integrating the business and operations of such company into such portfolio company. The integration activities associated with any such 77  acquisition are complex, and such portfolio company may encounter unexpected difficulties or incur unexpected costs as a consequence, including, without limitation: (i) the diversion of the attention of such portfolio company’s management to integration matters; (ii) difficulties in the integration of the operations and systems of such portfolio company and such acquired companies; (iii) difficulties in the assimilation of the employees of such portfolio company and such acquired companies; and (iv) challenges in attracting and retaining key personnel of such portfolio company and such acquired companies. As a result, the investment professionals at GASC and its subsidiaries and such portfolio company may be required to devote additional resources to integration activities that would otherwise be spent on additional investment activities that could benefit the GA Clients. Environmental, Social and Governance Considerations. General Atlantic seeks to take into account environmental, social & governance factors, as applicable, in the investment process. General Atlantic uses commercially reasonable efforts to address material ESG issues at its sole discretion to the extent applicable in connection with a particular investment. Taking into account ESG factors in the investment process could result in higher ESG compliance expenses or costs or the forgoing of certain opportunities. Furthermore, there are no universally accepted ESG standards, and not all investors may agree on the appropriate ESG standards to apply in a particular situation. General Atlantic will apply ESG standards in its sole discretion. In either case, an adverse impact on the results of the GA Clients’ investments cannot be excluded. The regulatory regimes applicable to ESG standards within the European Economic Area and in other jurisdictions, and the implementation and development of ESG-related regulatory regimes in the United States and elsewhere, are evolving and are expected to be subject to substantial future changes. There is a risk that a significant reorientation in the market due to the implementation and development of ESG-related regulatory regimes could be adverse to the GA Clients’ investment businesses, at least in the short term. In this respect, the entry into force of the ESG-related regulatory regimes and further developments in regulatory expectations and best practices under such regimes, as well as any subsequent changes to the regulatory frameworks applying to ESG standards, reporting and compliance obligations, as applicable to GA, the GA Clients and / or their investments, may impose additional costs on the GA Clients, and the GA Clients may require additional resources to monitor, report and comply with wide ranging ESG-related requirements. See also “Enhanced European Regulation and Article 9 Funds” below. In addition, an anti-ESG sentiment has gained some momentum across the United States, with several states having enacted or proposed “anti-ESG” policies or legislation, or issued related legal opinions. For example, (i) boycott bills in certain states target financial institutions that are perceived as “boycotting” or “discriminating against” companies in certain industries (e.g., energy and mining) and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions; and (ii) ESG investment prohibitions in certain states require that relevant state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG factors. If prospective Limited Partners subject to such legislation viewed GA and the GA Clients or their ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such prospective Limited Partners may not invest in GA Clients, and GA’s ability to attract investors could be impaired, which could negatively affect the GA Clients’ ability to carry out their investment strategies. 78  Timing of Distributions. In certain circumstances, to maximize the timely distribution of proceeds from the disposition of investments, the timing of distributions of such proceeds by the GA Clients to the Limited Partners may not correspond to the timing of the disposition of the underlying investments. These circumstances include, but are not limited to, the need for additional information from a portfolio company, tax advisors or others (such as determining the character of the proceeds as a dividend, a return of basis or a capital gain), the size or profile of a particular disposition or the complexity of a distribution (such as complying with legal or regulatory requirements for repatriating the proceeds from the holding company entities through which the GA Clients’ invest in portfolio companies). Certain terms in the Governing Documents may be impacted by the timing of distributions as described above. Distributions. There can be no assurance that the operation of the GA Clients will be profitable, that the GA Clients will be able to avoid losses or that cash from its investments will be available for distribution to the investors. The GA Clients will have no source of funds from which to pay distributions to its investors other than temporary investments, income and gain received on such GA Clients’ investments in portfolio companies and the return of capital. Investments may not be liquidated for a long period of time. As a result, Limited Partners may not receive a distribution for many years, if at all. Under the “Subpart F” rules of the U.S. Internal Revenue Code of 1986, as amended, U.S. investors will under certain circumstances be required to include as ordinary income for United States federal income tax purposes amounts attributable to some or all of the earnings of a foreign corporation in which a GA Client makes an investment in advance of the receipt of cash attributable to such amounts. Distributions In Kind. It is possible that not all investments in portfolio companies will be realized by the end of the time period in which a GA Client makes investments. Prior to the liquidation of a GA Client, distributions by such GA Client will be in the form of cash and/or marketable securities. Upon liquidation, distributions will be in the form of cash, marketable securities and/or restricted securities. While the GA Clients have not historically made limited distributions of securities of portfolio companies (except in the context of Continuation Vehicles), the GA Clients could distribute securities of select portfolio companies in the future. Consequently, there may be distributions of securities or other assets of the GA Clients. There can be no assurance that General Atlantic will be able to dispose of the GA Clients’ investments or that the value of such investments determined by General Atlantic for purposes of the determination of distributions will ultimately be realized. Sponsor Coinvestor “Rollovers” to Continuation Vehicles. The governing agreements of the GA Core Program provide that, under certain circumstances, the GA Core Program (including the Sponsor Coinvestment Funds) may form Continuation Vehicles, i.e., investment vehicles with a principal objective to purchase one or more existing investments of the GA Core Program. If a decision is made to sell an investment of the GA Core Program to a Continuation Vehicle, the terms of such sale may require that the Sponsor Coinvestors “roll over” all or a portion of their interests in such investment, with or without the consent of such Sponsor Coinvestors. In connection with such transaction, the Sponsor Coinvestors may receive cash proceeds or direct or indirect interests in such Continuation Vehicle, or a combination thereof. Business and Regulatory Risk of Investment Funds. Legal, tax and regulatory changes, as well as judicial decisions, could adversely affect GASC and the GA Clients, particularly those GA Clients that are private funds. In particular, the regulatory environment relevant to private investment 79  funds is evolving and may entail increased regulatory involvement in GASC’s business or result in ambiguity or conflict among legal or regulatory schemes applicable to GASC’s business, all of which could adversely affect the investment strategies pursued or the value of investments held by a GA Client. During 2023 and 2024, the United States Securities and Exchange Commission (the “SEC”) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) voted to adopt several new rules and amendments that will affect GASC’s business and the GA Clients. In addition, during this same time period, the SEC proposed several new rules and amendments that, if adopted, can be expected to affect GA’s business and the GA Clients: Recently Adopted Rules:  Anti-Money Laundering/Countering the Financing of Terrorism. In August 2024, FinCEN adopted a new rule that imposes anti-money laundering/countering the financing of terrorism (“AML/CFT”) requirements upon certain investment advisers, including SEC-registered investment advisers and exempt reporting advisers, with certain exclusions. The new rule, among other things, requires advisers to (i) implement a risk-based and reasonably designed AML/CFT program; (ii) file certain reports, such as Suspicious Activity Reports and Currency Transaction Reports with FinCEN; (iii) keep certain records; and (iv) follow certain information-sharing procedures. FinCEN has delegated its examination authority for the requirements of this rule to the SEC. Advisers are required to comply with the final rule beginning on January 1, 2026. Creating or updating an existing AML/CFT program to comply with the new rule will require significant time and expense. In addition, the new rule will create the risk of increased regulatory scrutiny by the SEC upon examination and increased contact from FinCEN in support of law-enforcement investigations.  Beneficial Ownership Reporting Rule Amendments. In October 2023, the SEC adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Exchange Act. The amendments update Regulation 13D-G to require market participants to provide more timely information on their positions. Exchange Act Sections 13(d) and 13(g), along with Regulation 13D-G, require an investor who beneficially owns more than 5% of a covered class of equity securities to publicly file either a Schedule 13D or a Schedule 13G, as applicable. Among other things, the amendments (i) shorten the deadline for initial Schedule 13D filings and amendments; (ii) generally accelerate the filing deadlines for Schedule 13G beneficial ownership reports; (iii) clarify the Schedule 13D disclosure requirements with respect to derivative securities; and (iv) require that Schedule 13D and 13G filings be made using a structured, machine-readable data language. Compliance with the revised Schedule 13G filing deadlines went into effect on September 30, 2024. Compliance with the structured data requirement for Schedules 13D and 13G went into effect on December 18, 2024.  New Proxy Vote Disclosure Requirements for Investment Managers. In November 2023, the SEC adopted amendments to Form N-PX and adopted new Rule 14Ad-1 under the Exchange Act, which will require certain “institutional investment managers” (i.e., a person that (1) is an “institutional investment manager” as defined in the Exchange Act; and (2) is required to file Form 13F reports under Section 13(f)-1 of the Exchange Act) to publicly disclose information about their proxy votes regarding certain compensation-related matters (so called “say-on-pay” votes), absent an exception set out by the rule. The information to be reported 80  annually on Form N-PX must include: (1) if the form of proxy in connection with a say-on- pay matter is subject to Rule 14a-4 of the Exchange Act, a description and ordering of say- on-pay matters using the same language that is on an issuer’s form of proxy, (2) a standardized classification, (3) the number of shares voted and number of shares loaned and not recalled and (4) how shares were voted by the manager. Rule 14Ad-1, and the amendments to Form N-PX, became effective on July 1, 2024, for votes occurring during the period of July 1, 2023, to June 30, 2024. The first reports required under the rule and amended Form N-PX were due by August 31, 2024.  Regulation S-P Amendments. In May 2024, the SEC adopted amendments to Regulation S-P (which relates to the privacy and protection of consumer financial information) requiring registered investment advisers, among others, to notify individuals affected by certain types of data breaches that may put them at risk of harm. The amended regulations (i) require registered advisers to adopt written policies and procedures for an incident response program to address unauthorized access to or use of customer information; (ii) require registered advisers to have written policies and procedures to provide timely notification to affected individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization; and (iii) broaden the scope of information covered by Regulation S-P’s requirements. Larger entities have until December 3, 2025 to comply with the amendments, and smaller entities have until June 3, 2026 to comply.  Short Position and Short Activity Reporting Rules. In October 2023, the SEC adopted new Rule 13f-2 and new Form SHO under the Exchange Act, governing short position and short activity reporting by “institutional investment managers” (as defined in the Exchange Act). Under Rule 13f-2, managers that meet or exceed certain prescribed reporting thresholds will be required to report on Form SHO certain short position and short activity data for equity securities over which the manager has investment discretion. Managers meeting the reporting thresholds will be required to submit the confidential Form SHO reports on a monthly basis. The reports on Form SHO will be confidential, and the data collected from managers will thereafter be aggregated and published by the SEC. The new requirements under Rule 13f-2 and Form SHO create an entirely new, complicated and potentially costly framework for managers in order to collect the relevant data and will likely result in increased compliance and monitoring costs. Compliance with Rule 13f-2 and Form SHO will be required on January 2, 2026, with public aggregated reporting to follow 3 months later.  Form PF Amendments. In May 2023, the SEC adopted amendments to Form PF that were initially proposed in January 2022. The amended Form PF will require registered investment advisers to private funds to report extensive additional information about themselves, the funds they advise, and the management, investments and operations of private fund portfolios. In particular, the amended Form PF will (i) impose quarterly event reporting requirements on all private equity fund advisers regarding certain triggering events including the removal of a general partner, certain fund termination events and the occurrence of an adviser-led secondary transaction; (ii) create additional annual reporting requirements for “large” private equity fund advisers (i.e., private equity fund advisers with at least $2 billion in private equity assets under management) including reporting on the occurrence of any general partner clawback or limited partner clawback, as well more detailed information on fund investment strategies, fund-level borrowings, events of default, bridge financings to controlled portfolio 81  companies and geographic breakdowns of investments; (iii) impose current reporting requirements on large hedge fund advisers (i.e., hedge fund advisers with at least $1.5 billion in hedge fund assets under management) within 72 hours of certain triggering events including extraordinary investment losses, significant margin and default events, terminations or material restrictions of prime broker relationships, operations events and events associated with withdrawals and redemptions. The current and quarterly event reporting requirements became effective in December 2023 and the annual reporting requirements became effective in June 2024 In February 2024, the SEC and the U.S. Commodity Futures Trading Commission (“CFTC”) jointly adopted amendments to Form PF. The amendments will (i) enhance large hedge fund adviser reporting on qualifying hedge funds (i.e., those with a net asset value of at least $500 million), including how large hedge fund advisers report details including investment exposures, borrowing and counterparty exposure, market factor effects, currency exposure, turnover, country and industry exposure, central clearing counterparty exposure, risk metrics, investment performance by strategy, portfolio liquidity, and financing and investor liquidity; (ii) require private fund advisers to report additional information about themselves and their private funds, including identifying information, assets under management, withdrawal and redemption rights, gross asset value and net asset value, inflows and outflows, base currency, borrowings and types of creditors, fair value hierarchy, beneficial ownership, and fund performance; (iii) require advisers to report separately each component fund in complex fund structures, such as master-feeder arrangements and parallel fund structures; and (iv) remove the existing Form PF requirement for large hedge fund advisers to report certain aggregated information about the hedge funds they advise. The compliance and effective dates for the joint SEC and CFTC amendments to Form PF is June 12, 2025.  Potential Impact. These recently adopted rules are likely to have a significant effect on GASC, the GA Clients and their operations, including increasing compliance burdens and associated regulatory costs and enhancing the risk of regulatory action, including public regulatory sanctions and may result in a change to GASC’s practices and create additional regulatory uncertainty. The scope and timing of any final rules and amendments is unknown.  These new rules and amendments could increase the risk of exposure of the GA Clients, their investments and GASC to additional regulatory scrutiny, litigation, censure and penalties for non-compliance or perceived non-compliance, which in turn would be expected to be adversely (potentially materially) affect the reputation of GASC and the GA Clients, and to negatively impact GASC in conducting its business (thereby materially reducing returns to limited partners) by, for example, discouraging behavior that generates high returns for the Limited Partners (e.g., by driving GASC personnel to be more risk averse in their decision making with respect to the GA Clients or its portfolio investments). The cost of implementing requirements relating to such new rules and amendments is expected to be substantial and may, to the extent permitted by the relevant Governing Documents and applicable regulations, be borne by GASC, the GA Clients, and/or portfolio investments of the GA Clients. Investments in Funds and Fund Managers. General Atlantic from time to time makes investments in third party fund managers, asset managers and/or funds managed by third parties. Such investments are generally minority, non-controlling investments and may be made by a GA Client where permitted pursuant to the Governing Documents or they may be made by GA itself as a 82  balance sheet investment, as described in “Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – E. Personal Investments.” Generally, a GA Client or GA will have limited ability to exert influence over such portfolio company investments, including their business activities, which are managed by teams that are independent of GA and who retain autonomy over their day-to-day operations. Further, certain personnel of GA, could also serve on the board of directors of such portfolio company investments but will generally not participate in management decisions on their behalf and GA will seek to establish information barriers and other appropriate controls between GA and these companies, as necessary, to limit any business relationships and conflicts of interests. In certain cases, the GA Clients will invest in the investment products offered by such third party manager in addition to, or in connection with, its investment in the third party manager itself. Any such investments could give rise to potential conflicts of interest, and these conflicts will not necessarily be resolved in favor of the GA Clients, and Limited Partners may not be entitled to receive notice or disclosure of the occurrence of these conflicts. A Limited Partner may be a client of the third-party manager or otherwise invested in investment funds or accounts that are managed by third parties where a GA Client or GA itself has an interest. GA may also refer Limited Partners to such third-party managers. Neither GA nor the GA Client will be entitled to receive any direct compensation in connection with any such referral or introduction, however, because either GA or the GA Client (as applicable) may be entitled to receive gains generated by the third party investment manager, and the growth of the third party manager’s client based would help ensure GA or the GA Client’s investment is successful, GA is more likely to make the referral or introduction than if the investment did not exist. Trade Errors. Absent fraud, gross negligence, willful misconduct or bad faith, GA, GASC, the General Partners and their respective affiliates will generally not be liable to the GA Clients or the Limited Partners for any losses resulting from trading errors. GASC will determine in good faith whether any losses resulting from a given trade error (i) are to be borne by the GA Clients or (ii) resulted from fraud, gross negligence, willful misconduct or bad faith and are therefore required to be reimbursed to the GA Clients. This determination is subjective in nature, and this determination involves the evaluation of GASC and its personnel’s conduct (often as well as the conduct of third parties) and the allocation of losses between GASC, the General Partners and the GA Clients. If a third party causes a trade error that has a negative impact on the GA Clients or the Limited Partners, GASC will determine whether to attempt to recover the amount of loss from such third party for the GA Clients or such investors, but GASC does not assume responsibility for compensating such parties, or making any third party compensate such parties, in those cases. Disruptions in Supply Chains. Many businesses are currently experiencing significant disruptions to operations or other difficulties with their supply chains or internalized supply processes due to, among other factors, COVID-19 exchange rate fluctuations, volatility in regional or international markets from where materials are obtained, particularly Southeast Asia, changes in the general macroeconomic outlook, political instability, expropriation or nationalization of property, climate change, civil strife, strikes, insurrections, acts of terrorism, acts of war or natural disasters. The failure of a portfolio company to obtain components in a timely manner or to obtain raw materials or components that meet its quantity and cost requirements could increase its costs, result in project delays and/or jeopardize its activities, which could reduce returns to the GA Clients. Research Costs. Subject to the terms and restrictions related to the allocation of investment opportunities set forth in the Governing Documents, there may be circumstances when GA considers 83  a portfolio investment for one GA Client and initially determines not to make an investment in such proposed portfolio company, but at some later point in time, a GA Client makes an investment in such portfolio company. In these circumstances, subject to the terms and restrictions related to the allocation of expenses set forth in the Governing Documents, GA, GA Clients and/or their respective affiliates may benefit from research by the original investment team researching the investment and/or from fees, costs and expenses borne by another GA Client in pursuing the investment but will not necessarily be required to reimburse the Limited Partners of such GA Client for such fees, costs and expenses. Limited Partner Advisory Committees. In general, GA Clients have advisory boards that consist of representatives of certain investors in such GA Clients. Certain GA Clients also have the ability to create sub-committees of their advisory boards to address certain categories of topics, such as investment and expense allocations, valuations, and other topics (such as the formation of Companion Fund and Continuation Vehicles, as described above). An approval or consent given by a sub-committee may be treated as an approval or consent given by the applicable advisory board. Any approval or consent given by such advisory boards (or sub-committees) tends to be binding on such GA Clients and all of their Limited Partners. Members of such advisory boards are also authorized to give approvals or consents required under the Advisers Act, including in respect of conflicted transactions (including principal transactions under Section 206(3) of the Advisers Act) and consents to the “assignment” of a client’s advisory agreement under the Advisers Act. Members of such advisory boards owe no fiduciary duty to the GA Clients, are under no obligation to act in the best interests of the GA Clients as a whole, and could choose to act only in the best interests of the Limited Partner with which such member is affiliated. Although GASC has adopted policies and procedures designed to manage conflicts among GA Clients, members of the advisory boards or any sub-committee thereof could themselves have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to their advisory boards or sub- committees for consideration or review. Among other things, the possibility exists that the respective advisory boards of two or more GA Clients will have overlapping membership, and such overlapping membership may result in a member having a conflict of interest. For example, in a cross trade situation where GASC arranges for a Client to purchase an investment from or sell an investment to another GA Client, if an advisory board (or a sub-committee) member has an interest in both GA Clients involved in the cross trade, such member could favor one GA Client over the other if such member’s interests are more aligned with the GA Client it favors. As a result, if the member has an interest unrelated to GASC, it could choose not to act in the best interests of the GA Client that it represents. In such instances, GASC expects that such advisory board member will act in the best interests of the GA Clients that it represents; however, there is no assurance that such conflicts of interest will be eliminated. Furthermore, there could arise certain instances where, notwithstanding that a GA Client’s Governing Documents could suggest that a particular transaction or conflict of interest ought to be submitted to the advisory board for its review or consent, GASC could instead defer to the judgment of a portfolio investment’s board of directors (or equivalent body) with respect to such transaction or conflict of interest, including, for example if such portfolio investment is publicly traded, if the GA Client does not control such portfolio investment or if the portfolio investment has its own conflicts committee. Additionally, it is expected that investors in GA Clients who designate representatives to participate on the advisory boards may, 84  by virtue of such participation, have more information about the GA Client and investments in certain circumstances than other investors generally and may be provided information in advance of communication to other investors generally. Transactions with Portfolio Companies. From time to time, GASC and the GA Clients receive (or could receive) business services from portfolio companies. Such transactions are generally negotiated at arm’s length. See “Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – C. Transactions with Investors, Portfolio Companies and Other Affiliate Transactions” for more information. Selection of Service Providers. GASC will generally select the GA Clients’ service providers and will determine the compensation of such providers without review by or the consent of the Limited Partners or other independent party. The GA Clients, regardless of the relationship of GASC to the person performing the services, will bear the fees, costs and expenses related to such services. This could create an incentive for GASC to select service providers based on the potential benefit to GASC rather than to the GA Clients. For example, GASC could engage the same service provider to provide services to the GA Clients that also provides services to GASC and its subsidiaries, GA, the GA Managing Directors or employees of General Atlantic or its subsidiaries, which creates a potential conflict of interest to the extent the interests of such parties are not aligned. For example, a law firm could at the same time act as legal counsel to the GA Clients, GASC and its subsidiaries, GA, the GA Managing Directors and/or employees of General Atlantic or its subsidiaries. In addition, spouses and partners of the members, partners and employees of General Atlantic and the General Partners could be employed or affiliated with certain service providers (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants and investment or commercial banking firms) to General Atlantic, the General Partners, the GA Clients or their portfolio companies. GASC addresses these conflicts of interest by using reasonable diligence to ascertain whether each service provider (including law firms) provides its service on a “best execution” basis, taking into account factors such as expertise, availability, quality of service, reputation risk and the competitiveness of compensation rates in comparison with other service providers satisfying GASC’s service provider selection criteria. Despite relying upon reasonable diligence, such determinations are inherently subjective and will always create a conflict of interest. General Atlantic or the GA Managing Directors may from time to time enter into informal arrangements with service providers that provide for fee discounts for services rendered to General Atlantic, the GA Managing Directors and employees of General Atlantic or its subsidiaries. For example, certain law firms retained by GASC have in the past offered fee discounts for non- investment transaction legal services, such as legal advice in connection with estate planning, residential real estate purchases and related matters. Legal services rendered for investment transactions, however, are typically charged to GASC on a “full freight” basis. GASC and/or its affiliates reserve the right to employ or engage personnel with pre-existing ownership interests in portfolio investments owned by the GA Clients and/or their respective affiliates. Similarly, GASC, its affiliates and/or personnel maintain relationships with (or invest in) financial institutions, service providers and other market participants, including, but not limited to, managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, current and former personnel, and current and former portfolio company executives, 85  as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor that will invest) in, engage in transactions with and/or provide services (including services at reduced rates) to, GASC and/or its affiliates and/or the GA Clients. In other circumstances, these vendors are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through GASC entities, whether or not relating to financing GASC personnel obligations to fund general partner capital commitment obligations) to GA personnel and their estate planning vehicles. GASC expects to be subject to a potential conflict of interest with the GA Clients in recommending the retention or continuation of a third-party service provider to the GA Clients or their portfolio companies if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in one or more GA Clients, will provide GASC information about markets and industries in which GASC operates (or is contemplating operations) or will provide other services that are beneficial to GASC or one or more GA Clients. For example, GASC reserves the right to cause the GA Clients to make payments to investment banks and/or other intermediaries, all or a portion of which is for the purpose of generating future deal flow for the GA Client; however, there can be no assurance that such payments will result in future deal flow, and in certain cases, future deal flow may inure to the benefit of another or a successor fund rather than the GA Client that is making the payment. GASC expects to be subject to a potential conflict of interest in making such recommendations, in that GASC has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for the GA Clients, while the products or services recommended may not necessarily be the best available to the GA Clients or their portfolio companies. Benchmarking Service Providers. With respect to costs associated with GASC’s retention of service providers to GA Clients or portfolio investments, while GASC may, in its discretion (subject to a GA Client’s Governing Documents) seek to obtain benchmarking data regarding the rates charged or quoted by other third parties for similar services, GASC generally is under no obligation to do so. In the event that GASC does undertake to benchmark the cost of services, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services. In addition, benchmarking data, to the extent available, often is based on general market and broad industry overviews, rather than determined on a provide-by-provider or asset-by-asset basis. As a result, benchmarking data typically does not take into account specific characteristics of individual assets then owned or to be acquired by a GA Client (such as size or location), or the particular characteristics of services provided or differentiations in the quality of service (such as reliability, speed of execution, degree of specialization or experience of the service provider). For these reasons, such market comparisons may not result in precise market terms for comparable services, and the fact that one service or service provider may be “comparable” to another, or lower in cost, does not limit GASC from choosing a different and/or higher cost service provider in the event that GASC believes doing so can be expected to result in services that are of higher quality or otherwise better suited to the identified need. In many circumstances, GASC can be expected to determine that third-party benchmarking is unnecessary, for example because in GASC’s view no comparable service provider offers such good or service (or an insufficient number of comparable service providers for a reasonable comparison exists), or because GASC has access to adequate information (including from service providers to GASC, its GA Clients or portfolio investments) or otherwise believes that it has sufficient experience to select a service provider without reference to third-party benchmarking. See “Item 11. Code of Ethics, Participation or Interest in 86  Client Transactions and Personal Trading – C. Transactions with Investors, Portfolio Companies and Other Affiliate Transactions” for more information. Risks Associated with GA BnZ Investments Documentation and Other Legal Risks. Renewable energy and renewable energy generation and related projects are typically governed by other complex legal agreements. As a result, there can be a higher risk of dispute over interpretation or enforceability of the agreements. It is not uncommon for renewable energy generation and related infrastructure assets to be exposed to a variety of other legal risks including, but not limited to, legal action from special interest groups. Interest groups may use legal processes to seek to impede particular projects to which they are opposed. Land Title Risks. The ownership of renewable energy properties is often highly fragmented and the land title records can be highly complex and incomplete. Different jurisdictions adopt different systems of land title, and in some jurisdictions it may not be possible to ascertain definitively who has the legal right to convey renewable energy interests to a portfolio company. Although portfolio companies typically utilize the services of experienced land title experts to review land title records prior to making significant expenditures, they are subject to the risk that failures of title may not be discovered until after these expenditures have been made. The existence of a material title deficiency can render a renewable energy interest worthless and adversely impact the financial condition of a portfolio company. In addition, certain of the properties owned by portfolio companies are subject to significant land use restrictions, including for example, city ordinances, environmental restrictions and native tribal jurisdictional rights. As a result, a portfolio company’s rights to conduct its business on such properties could be subjected to unforeseen delays and costs, and in some cases severe restrictions or curtailment. While portfolio companies will generally seek to conduct due diligence as to the nature of existing land use restrictions prior to making significant expenditures to acquire properties, there can be no assurance that land use restrictions will not be imposed after such acquisition that could materially and adversely impact the portfolio companies ability to operate on such properties. Siting Risks. The GA Clients’ investments may be subject to siting requirements. Siting of energy projects is frequently subject to regulation by applicable governmental authorities. Proposals to site an energy project or facility may be challenged by a number of parties, including non- governmental organizations (“NGOs”) and special interest groups, based on alleged security concerns, disturbances to natural habitats for wildlife and adverse aesthetic impacts, including the common “not in my backyard” phenomenon. Concerns may also arise that may require governmental permits or approvals, the receipt of which may depend, in part, on heightened environmental concerns and public opposition in some jurisdictions. Technological Advancements. Technological advances, including in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), continue to develop rapidly. The full effects of Machine Learning Technology are impossible to predict, but Machine Learning Technology is expected to disrupt certain business sectors and possibly entire industries. To the extent GASC or any portfolio company of the GA Clients utilizes Machine Learning Technology in connection with its business activities, it poses potential risks to GASC, the GA Clients and/or their portfolio companies. For example, use of Machine Learning Technology by GASC or a portfolio company could include the input of confidential information (including material 87  non-public information)—either by third parties in contravention of non-disclosure agreements, or by GASC personnel, advisors or affiliates in contravention of GASC’s policies—into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. In addition, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error – potentially materially so – and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Operational and Technical Risks. Investments may be subject to operating and technical risks, including the risk of mechanical breakdown, spare parts shortages, failure to perform according to design specifications, failure to meet expected levels of efficiency, availability or output, increases in costs of fuel or other necessary supplies, pipeline or offtake disruptions, power shutdowns, labor strikes, labor disputes, work stoppages and other work interruptions, and other unanticipated events which adversely affect operations. While the GA Clients will seek investments in which creditworthy and appropriately bonded and insured third parties may bear certain of these risks, there can be no assurance that any or all such risk can be mitigated or that such parties, if present, will perform their obligations. The long-term profitability of the assets of the GA Clients’ portfolio companies, once constructed, is partly dependent upon the efficient operation and maintenance of the assets. Inefficient operations and maintenance, or limitations in the skills, experience or resources of operating companies, may reduce returns to investors. Equipment Failures. The generation and transmission of power requires the use of expensive and complicated equipment and generating plants are subject to unplanned outages because of equipment failure. If such an equipment failure occurs while a GA Client or one of its portfolio companies is party to a power purchase contract, the GA Client or its relevant portfolio company may be subject to financial penalties to its customers or may be required either to produce replacement power from potentially more expensive units or purchase power from others at unpredictable and potentially higher costs in order to supply its customers and perform its contractual agreements. Equipment failures impacting companies, service providers and customers that have a direct or indirect relationship with a GA Client could have a material adverse effect on such GA Client. Any of these results could increase costs materially and adversely affect the amount of funds available for distribution to limited partners in the GA Clients. Catastrophic and Force Majeure Events; Availability of Insurance. The GA Clients’ investments may be subject to catastrophic events and other force majeure events, in the construction, technical and operational phases, such as fires, earthquakes, adverse weather conditions, changes in law, eminent domain, war, riots, terrorist attacks and similar risks. These events could result in the partial or total loss of an investment, significant down time resulting in lost revenues, and injury or loss of life, as well as litigation related thereto, among other potentially detrimental effects. Losses from such catastrophic events may be either uninsurable or insurable at such high rates that to 88  maintain such coverage would cause an adverse impact on the related investments. To the extent losses related to such events are insurable at all, they may have high deductibles and other important limitations on coverage. As a result, not all investments may be insured against such events, or such insurance may be obtained notwithstanding the high cost. Insurance proceeds as may be derived in a timely manner from covered risks may be inadequate to completely or even partially cover a loss of revenues, an increase in operating and maintenance expenses and/or a replacement or rehabilitation. Additionally, the risks and hazards inherent in the oil and gas industries have the potential of causing widespread and catastrophic environmental disasters. Such disasters could materially and adversely harm the GA Client and any portfolio company of the GA Client that is directly or indirectly responsible for causing or exacerbating such disasters. In general, losses related to terrorism are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total costs of casualty insurance. As a result, it is unlikely that any of the GA Clients’ investments will be insured against damages attributable to acts of terrorism. Enhanced European Regulation and Article 9 Funds. The European regulatory environment for alternative investment fund managers and financial services firms continues to evolve and increase in complexity, making compliance more costly and time-consuming. In March 2018, the European Commission published an Action Plan on Financing Sustainable Growth (the “Action Plan”) setting up a sustainable finance strategy for the EU to transform the entire financial system and reorient capital flows towards sustainable investment. As part of the original Action Plan, European legislators adopted E.U.’s Sustainable Finance Disclosure Regulation (2019/2088) (“SFDR”), which took effect from March 10, 2021, and the Regulation on the establishment of a framework to facilitate sustainable investment (2020/852) (the “Taxonomy Regulation”) which took effect from January 2022. The SFDR introduced measures that clarify asset managers’ duties to integrate ESG factors and risks into the investment-decision making process, and standardizes transparency duties and ESG reporting requirements. In addition, the Taxonomy Regulation contains criteria for determining whether economic activities qualify as environmentally sustainable for the purpose of establishing the degree to which an investment is environmentally sustainable. All GA Clients need to comply with these regulations to the extent applicable, but GA BnZ has elected to be treated as a “Article 9” fund, which requires it to provide certain sustainability related disclosures, which include: (i) publishing information on its website about its policies on the integration of sustainability risks in its investment decision-making process; (ii) publishing on its website either: (A) a detailed statement on its due diligence policies with respect to principal adverse impacts of investment decisions on sustainability factors, taking into account its size, the nature and scale of their activities, or (B) clear reasons for why it does not consider adverse impacts, including, where relevant, information as to whether and when it intends to consider adverse impacts; (iii) publishing on its website and include in its remuneration policy information on how the policy is consistent with the integration of sustainability risks; and (iv) ensuring that its marketing communications do not contradict any of the foregoing. The SFDR also requires fund managers to include sustainability related information in an private fund’s pre-contractual disclosures and periodic reports and, depending on the strategy of its private fund(s), on its websites. The Financial Conduct Authority is also developing its own rules on sustainability disclosures and investment labels for consumer focused funds. If the rules are applicable to the GA Clients, then this 89  may mean additional regulatory costs are incurred by the GA Clients. Compliance with the SFDR, Taxonomy Regulation and other EU or UK ESG-related rules could expose GASC and/or the GA Clients to conflicting regulatory requirements in other jurisdictions. The GA Clients will bear the costs and expenses of compliance with the SFDR, the Taxonomy Regulation and any regulations or legislative initiatives relating to the Action Plan or, more generally, sustainable finance, including costs and expenses of collecting data and the preparation of any notices, disclosures, reports and/or filings. In addition, GASC may decide to re-classify a private fund to fall within the scope of Articles 8 or 9 of the SFDR or other classifications. Such a re-classification will bring certain obligations and associated costs. It is difficult to predict the full extent of the impact of the SFDR and the EU Action Plan on GASC and/or the GA Clients. GASC reserves the right to adopt such arrangements as deemed necessary or desirable to comply with any applicable requirements of the SFDR and any other applicable legislation or regulations related to the EU Action Plan. Risks Associated with Mexico Generally. Investments in Mexican issuers involve risks that are specific to Mexico, including legal, regulatory, political, currency, security and economic risks. In the past, Mexico has experienced high interest rates, economic volatility and high unemployment rates. Recent political developments in the U.S. have potential implications for the current trade arrangements between the U.S. and Mexico, which could negatively affect the value of securities held by the GA Clients. Political, Economic and Social Risks. Investments in Mexico may be subject to a greater degree of economic, political, and social instability, which may result from among other things, wide- scale economic or political crises. There have been several economic crises in the past three decades in Mexico. Those economic crises were followed by inflationary inertia and exchange rate devaluation and affected the population by reducing their income. On June 2, 2024, general elections for president, Cámara de Diputados (Chamber of Deputies) and the Cámara de Senadores (Senate) took place, and Claudia Sheinbaum, candidate for the Movimiento Regeneración Nacional (National Regeneration Movement, or Morena) was elected president. Following the general elections, Morena and its allies achieved a qualified majority in each of the Cámara de Diputados and the Cámara de Senadores. The new Mexican Congress assumed office on September 1, 2024, and the new Mexican president-elect, Claudia Sheinbaum, assumed office on October 1, 2024. Therefore Morena and its allies have significant power to implement substantial changes in law, policy and regulations in Mexico, including proposed constitutional reforms (as described below), which could negatively affect GA, GASC, the GA Clients and their portfolio companies’ business in Mexico, results of operations, financial condition and prospects. GASC cannot predict whether potential changes in Mexican governmental and economic policy could adversely affect Mexico’s economic conditions or the sectors in which GASC operates. GASC cannot provide any assurances that political developments in Mexico, over which GASC has no control, will not have an adverse effect on GA, GASC, the GA Clients and their portfolio companies’ business in Mexico, results of operations, financial condition and prospects. Moreover, in recent years, Mexico was downgraded by each of the three major credit rating agencies. In June 2023, Moody’s downgraded Mexico’s debt rating further from Baa1 to Baa2 but changed its outlook from negative to stable. During the first quarter of 2024, certain ratings agencies downgraded Petroleos Mexicanos (“Pemex”) credit ratings and their assessment of Pemex’s creditworthiness may 90  affect Mexico’s credit ratings. On July 24, 2024, Fitch issued a statement that the wide-ranging proposed constitutional reforms would negatively affect Mexico’s overall institutional profile while recognizing that the severity of their impact might become clearer once these are approved and implemented. Fitch had further stated that weak governance indicators already constrain the sovereign rating, and are only partly offset by a prudent, credible and consistent macroeconomic policy record. Mexico’s current ratings and the ratings outlooks currently assigned to it depend, in part, on economic conditions and other factors that affect credit risk and are outside the control of Mexico, as well as assessments of the creditworthiness of its state-owned enterprises. There can be no assurances that Mexico’s or Pemex’s credit ratings will be maintained or that they will not be downgraded, suspended or cancelled. Furthermore, the COVID-19 pandemic has and may continue to disrupt economic activity, which may intensify the slowdown in the Mexican economy. Any recent or future downgrades could adversely affect the Mexican economy and, consequently, the investments in Mexico. In addition, Mexico is currently experiencing high levels of violence and crime due to the activities of organized crime. In response, the Mexican government has implemented various measures to increase security and has strengthened its police and military forces. Despite these efforts, organized crime (especially drug-related crime) continues to exist and operate in Mexico. These activities, their possible escalation and the violence associated with them have had and may have a negative impact on the Mexican economy or on investments in Mexico. The social and political situation in Mexico could adversely affect the Mexican economy, which in turn could have a material adverse effect on the value of investments in Mexico. This social, political, and economic instability significantly increases the risk and could significantly and adversely affect the value of investments in Mexico. Relative Volatility of the Mexican Capital Markets. The Mexican securities market is significantly smaller, less liquid and more concentrated than the world’s major securities markets, such as those of the United States, Europe or Asia. While the Mexican banking system has not experienced significant liquidity problems, future market volatility could negatively affect the Mexican banking system, as well as the Mexican economy and ultimately the performance of the GA Clients’ Investments. High Interest Rates in Mexico Could Increase Financing Costs. In the past, Mexico has experienced several periods of slow or negative economic growth, high inflation, high interest rates, currency devaluation (in particular with respect to the Mexican peso-U.S. dollar exchange rate), convertibility restrictions and other economic problems. These problems may worsen or reemerge, as applicable, in the future and could adversely affect the Fund’s financial performance. GASC cannot assure that Banco de México’s monetary policies and decisions in the future will not increase its reference rates and that such possible increases will not adversely affect the results of operations. Due to the current economic environment, the Mexican Central Bank could increase its benchmark interest rate in the future. If the Mexican Central Bank effectively increases such interest rate, and a GA Client, directly or indirectly, incurs Peso-denominated debt in the future, it could be at higher interest rates than the ones currently in place, which may have an adverse effect on the GA Clients’ financial performance. 91  Risks Associated with Credit Investments Debt Investments, Generally. GA Credit Clients will invest in senior secured loans and other debt and debt-related instruments senior to common equity and equity securities, which are subject to credit and interest rate risks. “Credit risk” refers to the likelihood that an obligor will default on the payment of principal and/or interest on a debt investment. Financial strength and solvency of an obligor are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt investment may affect its credit risk. Credit risk may change over the life of an investment. Debt investments that are rated by rating agencies (potentially including any investments acquired by GA Credit Clients through syndicated debt markets) are often reviewed and may be subject to downgrade, which generally results in a decline in the market value of such investment. “Interest rate risk” refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt investment directly (particularly in the case of investments with adjustable rates) and indirectly (particularly in the case of fixed rate investments). In general, rising interest rates will negatively impact the price of a fixed rate debt investment and falling interest rates will have a positive effect on price. Adjustable rate investments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity is generally more pronounced and less predictable in investments with uncertain payment or prepayment schedules. Loan Origination. GA Credit Clients intend to originate loans. Loan origination involves a number of particular risks that may not exist in the case of secondary debt purchases, including:  when originating loans, GASC will generally have to rely more on its own resources to conduct due diligence of the borrower, which will likely be more limited than the diligence conducted for a broadly syndicated transaction involving an underwriter;  loan origination may involve additional regulatory risks given the requirement to hold a license for certain types of lending in some jurisdictions. GASC will review and take advice on the loan origination regulations in each relevant country and seek to ensure that GA Credit Clients’ investments are compliant with such regulations. However, the scope of these regulatory requirements (and certain permitted exemptions) vary from jurisdiction to jurisdiction and may change from time to time;  the borrowers may in some circumstances be higher credit risks who could not obtain debt financing in the syndicated markets; and  in addition, in originating loans, GA Credit Clients will compete with a broad spectrum of lenders, some of which may have greater financial resources than GA Credit Clients, and some of which may be willing to lend money on better terms (from a borrower’s standpoint) than GA Credit Clients. Increased competition for, or a diminution in the available supply of, qualifying loans may result in lower yields on such loans, which could reduce returns to GA Credit Clients. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies, particularly companies experiencing significant business and financial difficulties is unusually high. There is no assurance that GASC will correctly evaluate the value of the assets collateralizing these loans or the prospects for successful repayment or a successful reorganization or similar action. 92  Loan Origination Regulation. GA Credit Clients intend to engage in originating, lending and/or servicing loans, and may therefore be subject to U.S. state, federal and additional regulation (including but not limited to Directive (EU) 2024/927 of the European Parliament and of the Council of 13 March 2024 (known as “AIFMD II”)), borrower disclosure requirements, limits on fees and interest rates on some loans, U.S. state lender licensing requirements and other regulatory requirements in the conduct of its business as they pertain to such transactions. GA Credit Clients may also be subject to consumer disclosures and substantive requirements on consumer loan terms and other U.S. federal and non-U.S. regulatory requirements applicable to consumer lending that are administered by the Consumer Financial Protection Bureau and other applicable regulatory authorities. These U.S. state, federal and non-U.S. regulatory programs are designed to protect borrowers. Loans to Private and Middle-Market Companies. GA Credit Clients intend to make investments in the securities and/or other obligations of private and middle-market companies. Investing in private and middle-market companies involves risks that may not exist in the case of large, more established and/or publicly traded companies, including:  these companies may have limited financial resources and limited access to additional financing, which may increase the risk of their defaulting on their obligations, leaving creditors, such as GA Credit Clients, dependent on any guarantees or collateral that they may have obtained;  these companies frequently have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which render such companies more vulnerable to competition and market conditions, as well as general economic downturns;  there will not be as much information publicly available about these companies as would be available for public companies and such information may not be of the same quality;  these companies are more likely to depend on the management talents and efforts of a small group of persons; as a result, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on these companies’ ability to meet their obligations;  these companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance their expansion or maintain their competitive position; and  these companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. In addition, the negotiation process of a private loan may stall or be abandoned for reasons other than GASC’s lack of interest in the investment itself. If this happens after a GA Credit Client has committed, such GA Credit Client may receive smaller allocations or no allocation, or may receive allocations on different terms than expected. Private loans may be illiquid, may require issuer or borrower consent to trade and may involve GASC (on behalf of themselves and GA Credit Clients) 93  obtaining material non-public information that restricts further trading in the issuers to which such material non-public information relates. Capital Structure Leverage. GA Credit Clients’ investments are expected to include transactions with businesses whose capital structures may have significant leverage. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. Leverage often imposes restrictive financial and operating covenants on a business, in addition to the burden of debt service, and may impair its ability to finance future operations and capital needs. The leveraged capital structure of such investments will increase the exposure of such companies to adverse economic factors such as downturns in the economy or deterioration in the condition of a company or its industry. Dynamic Investment Strategy. GASC may pursue additional investment strategies and may modify or depart from its initial investment strategy for GA Credit Clients, investment process and investment techniques as it determines appropriate. GASC may pursue investments outside of the industries and sectors in which General Atlantic has previously made investments. Bank Debt Ratings. The ratings that may be assigned by various credit rating agencies to loans or other debt instruments that may be acquired by GA Credit Clients reflect only the views of those agencies. Explanations of the significance of ratings should be obtained from such credit rating agencies. No assurance can be given that ratings assigned will not be withdrawn or revised downward if, in the view of such credit rating agency, circumstances so warrant. Public Company Holdings. Investments may include securities issued by publicly held companies, which may be sensitive to movements in the stock market and trends in the overall economy. Such investments may subject GA Credit Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of GA Credit Clients to dispose of such securities at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ board members, including the members of the Credit Investment Committee and/or other representatives of GASC or GA Credit Clients, and increased costs associated with each of the aforementioned risks. Prepayment Risk. Loans are generally prepayable in whole or in part at any time at the option of the obligor at par plus accrued and unpaid interest thereon, and occasionally plus a prepayment premium. Prepayments on loans may be caused by a variety of factors which are often difficult to predict. Consequently, there exists a risk that loans may experience a capital loss as a result of such a prepayment. When credit market conditions become more attractive to obligors, the rate of prepayment of GA Credit Clients’ loans would be expected to increase as obligors refinance to take advantage of such improved conditions, which may negatively impact GA Credit Clients. Borrower Fraud. Of paramount concern is the possibility of material misrepresentation or omission on the part of the borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the investments or may adversely affect the ability of GA Credit Clients to perfect or effectuate a lien on any collateral securing the investment. GA Credit Clients will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable when it makes its investment decisions, but cannot guarantee such accuracy or 94  completeness. Under certain circumstances, payments to GA Credit Clients may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. The due diligence process may occur on an expedited timeline and there can be no assurance that GASC will have adequate time to detect potential fraud prior to the consummation of the investment. Breach of Covenant. GA Credit Clients will generally seek to obtain structural, covenant and other contractual protections with respect to the terms of its investments as determined appropriate under the circumstances. There can be no assurance that such attempts to provide downside protection with respect to its investments will achieve their desired effect and potential investors should regard an investment in GA Credit Clients as being speculative and having a high degree of risk. Leveraged Loans, Generally. GA Credit Clients’ investments may comprise leveraged loans, which have significant liquidity and market value risks since they are not generally traded on organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Because loans are privately syndicated and loan agreements are privately negotiated and customized, loans are not purchased or sold as easily as publicly traded securities. Historically the trading volume in loan markets has been small relative to high yield debt securities markets. In addition, leveraged loans have historically experienced greater default rates than has been the case for investment grade securities. There can be no assurance as to the levels of defaults and/or recoveries that may be experienced on leveraged loans, and an increase in default levels could have a material adverse effect on GA Credit Clients. Nature of Investment in Senior Debt. GA Credit Clients’ investments may include first lien and second lien senior secured debt. Such debt may (i) include term loans and revolving loans, (ii) pay interest at a fixed or floating rate and (iii) be acquired by way of purchase or assignment in the primary and secondary markets. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting party under the legal documentation with respect to the debt obligation, although its rights can be more restricted than those of the assigning institution. The factors affecting an issuer’s first and second lien loans, and its overall capital structure, are complex. Some first lien loans may not necessarily have priority over all other unsecured debt of an issuer. Second lien senior loans are also expected to be more illiquid than first lien senior secured loans for this reason. Moreover, there is less likelihood that GA Credit Clients will be able to sell participations in second lien loans that it originates or acquires, which would expose GA Credit Clients to higher risk with respect to the issuer. Mezzanine and Other Subordinated Investments. Certain investments may comprise loans, securities and/or other instruments, or interests in pools of securities and/or other instruments that are subordinated or may be subordinated in right of payment and ranked junior to other securities and/or instruments issued by, or loans made to, obligors. Mezzanine and other subordinated debt investments involve a high degree of risk with no certainty of any return of capital. Although subordinated debt is senior to common stock and other equity securities in the capital structure, it may be subordinated to large amounts of senior debt and is often unsecured. Covenant-Lite Loans. There may be instances in which a GA Credit Client’s investments do not have maintenance financial covenants in the related loan documentation (“Covenant-Lite 95  Loans”). An investment in a Covenant-Lite Loan may potentially hinder the ability to re-price credit risk associated with an issuer’s performance and reduce the creditors’ ability to restructure a non- performing loan and mitigate potential loss. These flexible covenants (or the absence of covenants) could cause obligors to experience a significant downturn in their results of operation without triggering any default that would permit holders of directly originated senior secured loans (such as GA Credit Clients) to accelerate indebtedness or negotiate terms and pricing. As a result, GA Credit Clients’ exposure to losses may be increased, which could result in an adverse impact on GA Credit Clients’ return to the investors. Concentration of Investments, Generally. The GA Credit Clients may participate in a limited number of investments and, as a consequence, the aggregate return of such GA Credit Client may be substantially adversely affected by the unfavorable performance of any single investment. Limited Partners have no assurance as to the degree of diversification of GA Credit Client’s investments, either by geographic region, asset type or sector. If a GA Credit Client is unable to sell, assign or otherwise syndicate out loan, bond or other positions that it holds that are greater than such GA Credit Client target position sizes, such GA Credit Client will be forced to hold its excess interest in such investments for an indeterminate period of time. To the extent any GA Credit Client concentrates investments in a particular obligor, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic, political, regulatory and business conditions with respect thereto. Furthermore, with respect to the Credit Funds, to the extent that the capital raised is less than GASC’s target, a Credit Fund may be overweight in certain investments made prior to the final closing of such Credit Fund and may acquire fewer investments than it would ordinarily target and thus be less diversified. Short Sales. Certain of the GA Credit Clients may engage in short selling as part of their investment strategy. Short selling involves selling securities that may or may not be owned by the seller and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. In addition, the GA Credit Clients must pay any dividends or interest payable that accrues on a security sold short until it is replaced and the GA Credit Clients may also pay transaction costs and borrowing fees in connection with short sales. These payments will reduce the profitability of the GA Credit Clients and may cause the GA Credit Clients to incur significant losses. Short selling allows the investor to profit from declines in the value of securities. The GA Credit Clients, however, will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the GA Credit Clients replace the security sold short. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss, perhaps to a material degree. There can be no assurance that the security necessary to cover a short position will be available for purchase. In addition, there may be occasions on which the cost to borrow a particular security increases sharply and suddenly or where the ability to borrow a particular security is abruptly curtailed. Further, many regulators, including the SEC and the United Kingdom Financial Conduct Authority, have imposed restrictions and reporting requirements on short selling. These restrictions and reporting requirements may prevent the GA Credit Clients from successfully implementing their investment strategy and provide transparency to GA’s competitors as to its positions, thereby having a detrimental impact on a short sale’s returns. The short selling of GameStop Corp. and certain other securities in early 2021, along with related “short squeezes” have increased regulatory scrutiny of 96  short selling. In October 2023, the SEC adopted a short sale disclosure rule and Form SHO reporting, requiring investors to increase reporting on short selling activity. If new restrictions and/or requirements are enacted, this could inhibit a GA Credit Client’s ability to successfully implement its investment strategy. Post-Reorganization Securities. The GA Credit Clients may invest in companies that have just experienced a reorganization or restructuring. The GA Credit Clients may experience losses if the expected outcome proves incorrect. Post-reorganization securities may be illiquid, subject to heavy selling and/or downward pricing pressure after completing a reorganization or restructuring. Commercial Paper. The GA Credit Clients may invest in commercial paper, which represents short-term unsecured promissory notes issued by banks or bank holding companies, corporations, finance companies, state and local governments, and by public authorities, agencies and instrumentalities. In the event the issuer cannot generate adequate cash flow, a GA Credit Client may suffer a partial or total loss of capital invested. In addition, the lack of security presents some risk of loss to the GA Credit Client since, in the event of an issuer’s bankruptcy, unsecured creditors are repaid only after the secured creditors out of the assets, if any, that remain. Effects of Bankruptcy Laws. The GA Credit Clients may make investments in issuers that are or may become the subject of voluntary or involuntary bankruptcy proceedings under applicable jurisdictional bankruptcy laws. Certain risks faced in bankruptcy cases that must be factored into the investment decision include, without limitation, the potential total loss of any such investment. Upon confirmation of a plan of reorganization under applicable bankruptcy laws, or as a result of a liquidation proceeding, the GA Credit Clients could suffer a loss of all or a part of the value of its investment in an issuer. A bankruptcy filing may adversely and permanently affect an issuer. The issuer could lose market position and key employees, and the liquidation value of the issuer may not equal the liquidation value that was believed to exist prior to the making of the initial investment. In general, bankruptcy laws may be expected to have a variety of adverse impacts on the value of the GA Credit Clients’ investments and the timing and amount of any distributions the GA Credit Clients are able to receive therefrom. In addition, investments in restructurings may be adversely affected by statutes related to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims or recharacterize investments made in the form of debt as equity contributions. Inside Information. From time to time, the General Partners, General Atlantic or their affiliates may be in possession of material, non-public information concerning a business in which the Fund has made an investment, or in which it intends to make an investment. The possession of such information may limit the ability of GA Clients to buy or sell such investments regardless of whether such information was obtained in the context of the investment activities of an Other Advisory Client of General Atlantic. Accordingly, the Fund may be required to refrain from making such investments at times when GA Credit or members of the GA Credit team might otherwise believe that the Fund should make such investments (see — “Other Risks” — “Material Non-Public Information” below). Notwithstanding the foregoing, GA Credit may determine, in its sole discretion at any time, that such information could impair its ability to effect certain transactions on behalf of GA Clients, whether for legal, contractual, or other reasons. Accordingly, GA Credit may elect not to receive such information. Lack of access to any such information may adversely affect GA Clients’ investments that in some cases may have been avoided had GA Credit had such information. 97  Derivatives, Generally. Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies, indices or other assets. Derivatives allow the GA Credit Clients to hedge or speculate upon the price movements of a particular security (or other asset), financial benchmark currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire investment, but may also expose the GA Credit Clients to the possibility of a loss exceeding the original amount invested. Derivatives may also expose the GA Credit Clients to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk lies with each party with whom the GA Credit Clients contract for the purpose of making derivative investments, including the clearinghouse if the derivative contract is centrally cleared. In the event of the counterparty’s default, the GA Credit Clients will only rank as an unsecured creditor and risks the loss of all or a portion of the amounts it is contractually entitled to receive. These investments are all subject to additional risks that can result in a loss of all or part of an investment such as interest rate and credit risk volatility, event risk, world and local market price and demand, and general economic factors and activity. Derivatives may have very high leverage embedded in them, which can substantially magnify market movements and result in losses greater than the amount of the investment. Some of the markets in which the GA Credit Clients intend to effect derivative transactions are over-the-counter or interdealer markets. This exposes the GA Credit Clients to the risks that a counterparty will not settle a transaction because of a credit or liquidity problem or because of disputes over the terms of the contract. Item 9. Disciplinary Information GASC and its management persons have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s or a prospective client’s evaluation of GASC’s advisory business or the integrity of GASC or its management persons. Item 10. Other Financial Industry Activities and Affiliations The General Partners and certain of GASC’s Managing Directors manage and control the Core Program Partnerships, the Pooled Managed Accounts, the Sponsor Coinvestment Funds and the other GA Clients, as applicable. GASC’s Form ADV Part 1 identifies the existing GA Clients, the Actis Clients and other private funds managed by GASC as of the date of this Brochure. GASC’s Form ADV Part 1, Schedule R identifies GA LP, GAP (Bermuda) L.P., other General Partners, GASC BnZ, L.P., GASC APF, L.P., GASFM (defined below) and GA Prism, each of which is under common control with GASC, as “relying advisers” of GASC. GASC’s Form ADV Part 1, Schedule R also identifies Actis LLP, Actis GP LLP, Neoma Manager (Mauritius) Limited, Actis EU Management S.a.r.1, and Actis UK Advisers Limited, each of which is ultimately owned by GA Partners, and certain managing directors, operating partners and other 98  professionals of GASC, as “relying advisers” of GASC. Actis LLP, is authorized and regulated by the Financial Conduct Authority in the United Kingdom and the Financial Sector Conduct Authority in South Africa. Actis GP LLP, is authorized and regulated by the Financial Conduct Authority in the United Kingdom and the Financial Sector Conduct Authority in South Africa. Neoma Manager (Mauritius) Limited, is authorized and regulated by the Financial Services Commission in Mauritius and the Financial Sector Conduct Authority in South Africa. Actis EU Management S.à. r.l, is authorized with the Commission de Surveillance du Secteur Financier in Luxembourg. Actis UK Advisers Limited, is authorized and regulated by the Financial Conduct Authority in the United Kingdom. General Atlantic Singapore Management Pte. Ltd. (“GASFM”), a wholly owned subsidiary of GASC, holds a Capital Markets License issued by the Monetary Authority of Singapore to provide investment management services. GASFM is also identified as a “relying adviser” of GASC, although it only manages internal funds and not third-party capital. General Atlantic (UK) LLP, a subsidiary of GASC, is authorized with the Financial Conduct Authority in the United Kingdom. General Atlantic Asia Limited, a subsidiary of GASC, has a Type 1 license from the Securities and Futures Commission of Hong Kong. General Atlantic Gulf Limited (“GAGL”), a wholly owned subsidiary of GASC, holds a Type 4 License issued by Financial Services Regulatory Authority of the Abu Dhabi Global Market. GAGL is a service company to GASC. GASC is registered with the Australian Securities and Investments Commission as a foreign company and has received exemptive relief from the requirement to hold an Australian financial services license. Actis has additional registrations, which are set forth in the Actis Brochure. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics/Insider Trading GASC and its subsidiaries have adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). GASC’s Code requires, among other things, that employees:  Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, investors, prospective investors, investment prospects, their employer, and their fellow employees; 99   Place the interests of investors and the interests of GASC ahead of the employee’s own personal interests;  Adhere to the fundamental standard that an employee should not take inappropriate advantage of their position;  Adhere to the highest standards with respect to any actual or potential conflict of interest;  Conduct all personal securities transactions in full compliance with the Code;  Act in a dignified manner and not engage in risky activity or improper behavior; and  Comply with applicable provisions of the federal securities laws. The Code also requires employees to either set up an electronic brokerage feed through a web-based compliance monitoring system that is utilized by General Atlantic’s Legal and Compliance Department, or send broker account statements or otherwise report personal securities transactions on at least a quarterly (or more frequent) basis. Employees are also required to provide GASC with a summary of certain holdings both initially upon commencement of employment and annually thereafter over which such employees have a direct or indirect beneficial interest. A copy of the Code will be made available to any Limited Partner or prospective Limited Partner upon request. A copy of the Code is also provided to the Sponsor Coinvestors upon request. B. Participation or Interest in Client Transaction The Sponsor Coinvestment Funds buy or sell securities that GASC also recommends to the GA Clients, as applicable. The Sponsor Coinvestment Funds invest side-by-side with (or through), and on the same terms and conditions as, the applicable GA Clients except that the Sponsor Coinvestment Funds do not make any performance-based allocation to the General Partners and the Sponsor Coinvestors in the Sponsor Coinvestment Funds do not pay Management Fees to GASC. See also “Item 6. Performance-Based Fees and Side-by-Side Management” for a discussion of the potential conflicts of interest and how they are addressed with respect to investments made by the GA Sponsor Coinvestment Funds. Pursuant to the Governing Documents of the GA Core Program, prior to January 1, 2023, GASC had historically waived a portion of the Management Fees payable by the Core Program Limited Partners, and that amount was invested in portfolio companies by the Core Program Limited Partners for the benefit of the MPI Entity (the “MPI Program”). Although the MPI Program ceased in 2023, a portion of the Management Fees that were waived prior to December 31, 2022, had not been fully funded in portfolio companies by January 1, 2023, and the uninvested amount continues to roll over to the succeeding calendar years (the “MPI Rollover Amount”). Although the MPI Program has wound down, an MPI Rollover Amount continues to be available for investment in portfolio companies in the 2025 calendar year. GASC may engage in principal transactions (i.e., transactions in which GASC or an investment fund affiliated with GASC (including Personal Investment Vehicles) is deemed to be acting for its own account by buying a security from, or selling a security to, GA Clients and the Sponsor Coinvestment Funds). This may arise if GASC, an affiliate of GASC, an investment fund affiliated with GASC 100  (including Personal Investment Vehicles) or a member or employee of General Atlantic or its subsidiaries makes a Personal Investment (as defined below under “Personal Investments”) and after such investment, a GA Client makes an investment in the same company in which such Personal Investment was made. At the time of such investment by such GA Client, General Atlantic will make a determination as to whether or not such Personal Investment should be sold or transferred to the GA Client. These transactions introduce a potential conflict of interest between the interests of GASC, investment funds affiliated with GASC (including Personal Investment Vehicles) and members or employees of General Atlantic or its subsidiaries, on the one hand, and the interests of the Limited Partners, Pooled Account Investors and the Sponsor Coinvestors, on the other hand. GASC will conduct any such principal transactions in accordance with the provisions of Section 206(3) of the Advisers Act and the Governing Documents of the GA Clients. C. Transactions with Investors, Portfolio Companies and Other Affiliate Transactions Certain advisors, research providers, custodians, insurance providers or other service providers, or their affiliates (including, without limitation, accountants, administrators, lenders, bankers, brokers or other deal “sourcers,” attorneys, consultants, custodians, investment or commercial banking firms, valuation agents and certain other service providers, advisors and agents) provide goods or services to GA Clients and/or their portfolio companies, or have business, personal, financial or other relationships with GASC, its affiliates, employees and its portfolio companies. Certain service providers, including insurance brokers and fund administrators, are owned by GA Clients, including, for example, Howden Group and Gen II Fund Services (“Gen II”). Additionally, certain GASC employees may have ownership interests in certain service providers to GA Clients and/or other GA Affiliates. Limited Partners or affiliates of Limited Partners may provide services to GASC or GA Clients, such as a bank that may serve as a lender to a GA Client and also raise a “private wealth platform” feeder fund for the GA Client, or an insurance company that providers general partner liability insurance to GA Clients. Such service providers or their affiliates may be (i) investors in an GA Client, (ii) affiliates of a GA Affiliate, (iii) sources of investment opportunities, (iv) coinvestors or counterparties or (v) entities in which GASC and/or a GA Client has an investment, and payments by a GA Client and/or such portfolio company may indirectly benefit GA and/or such other GA Client or entity. These relationships and the potential for leveraging the relationships could create conflicts of interest because they may influence GASC in deciding whether to select or recommend such a provider (or affiliate thereof) to perform services for such GA Client or a portfolio company (the cost of which will generally be borne directly or indirectly by the GA Client or such portfolio company, as applicable). Further, the service provider may be more willing to provide services to GA or GA Clients rather than other fund managers. Both GA and the service provider may be more likely to agree to approve of such arrangements and agreements, given the existing relationship and investment. In addition, if there is a portfolio company that sells goods or retail products to consumers, GASC and its subsidiaries and their employees may receive discounts to purchase such products. Managing Directors and employees of General Atlantic and its affiliates may serve on the boards or committees of institutions of higher education, charitable organizations or non-profit or for-profit institutions or organizations that are Limited Partners or affiliated with Limited Partners. In all such instances, GASC seeks to negotiate these arrangements at arm’s length. The investment in the GA Clients of the affiliated Limited Partner is made on the same terms applicable to other Limited Partners. See “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss — D. General 101  Economic and Market Risks — Risks Associated with the GA Clients’ Portfolio Companies — Selection of Service Providers” for more information. Limited Partners or other third parties could invest in GA itself and hold equity or other types of interests in GA or its affiliates. Accordingly, any such investor would have a share of fee and carry revenues related to one or more GA Clients and could be entitled to information about GA’s business operations. A tax-exempt non-profit foundation that is an affiliate of GASC may make contributions, or match charitable contributions made by employees of General Atlantic and its subsidiaries, to Limited Partners (or their affiliates) that are charitable, educational or non-profit institutions or organizations, as well as to charitable events or causes sponsored by Limited Partners or portfolio companies. Such contributions are made pursuant to the foundation’s mission statement. Certain employees of General Atlantic and its subsidiaries are expected to spend some or all of their business time on matters related to the foundation. In connection with identifying parties who may participate as a buyer, lender or other counter-party in a potential sale of all or a portion of a GA Client’s stake in a portfolio company, a potential debt financing to be raised by a portfolio company or General Atlantic with respect to an investment in a portfolio company or a similar transaction relating to a portfolio investment, GASC has in the past, and will in the future, offer all or a portion of the transaction to a Limited Partner (or its affiliates) or another portfolio company. In determining whether to offer an opportunity to a Limited Partner (or its affiliates), General Atlantic may consider a variety of factors, including (a) whether such Limited Partner has previously notified General Atlantic that such Limited Partner (or its affiliates) is interested in participating directly in portfolio company transactions, which may include (i) direct investments as an investor alongside a GA Client in the applicable portfolio company and/or as the ultimate buyer of a GA Client’s stake in such portfolio company and/or (ii) providing loans to the applicable portfolio company or a GA Client, (b) regardless of whether or not such Limited Partner has previously provided such notification to General Atlantic, General Atlantic’s evaluation of the capabilities of such Limited Partner (or its affiliates) to participate in such transactions, including, (i) the history, experience and knowledge of such Limited Partner (x) in the type of transaction being contemplated, (y) in transactions in or with companies in the same or a similar line of business as the applicable portfolio company and/or (z) in the region(s) in which the applicable portfolio company operates and/or (ii) the relationships that such Limited Partner (or its affiliates) may have with such portfolio company and its management team, stakeholders, business partners and/or customers (including potential customers), (c) General Atlantic’s evaluation of the ability of such Limited Partner (or its affiliates) to pay the purchase price for the applicable portfolio investment, fund potential future financing needs of the portfolio company and/or provide value add assistance to the applicable portfolio company in the future, (d) the purchase price offered by the Limited Partner (or its affiliates) and/or the willingness or ability of such Limited Partner (or its affiliates) to accept the transaction terms required by General Atlantic and/or the applicable portfolio company and its management team, board of directors and other stakeholders, meet transaction timing needs and/or whether such Limited Partner’s participation may or may not require regulatory approvals or delay or expedite the particular transaction, (e) the acceptability of such Limited Partner (or its affiliates) to the applicable portfolio company’s management team, board of directors and/or other stakeholders and the evaluation by the applicable portfolio company’s management team, board of directors, other stakeholders and/or General Atlantic of the benefits that such Limited Partner (or its affiliates) may 102  provide to such portfolio company and (f) General Atlantic’s overall evaluation of the benefits to the GA Client of engaging in a transaction with such Limited Partner (or its affiliates). Although the relationship between a Limited Partner and General Atlantic may present a potential conflict of interest, when General Atlantic is selecting third parties who will participate in portfolio company transactions (including, but not limited to, buyers of portfolio companies) for its portfolio investments (whether they are Limited Partners or otherwise) the decision is made by General Atlantic based on the best interests of the GA Core Program and the other GA Clients under the circumstances applicable at such time. General Atlantic is not obligated to offer any Limited Partner (or its affiliates) the opportunity to participate as a buyer, lender or other counter-party in any portfolio company transaction, regardless of whether or not General Atlantic elects to offer such opportunity to any other Limited Partner (or its affiliates). GASC and its subsidiaries may also introduce one portfolio company to another portfolio company and, as a result, one portfolio company may provide goods and/or services to another portfolio company. If a portfolio company provides goods and/or services to another portfolio company, the terms and conditions of such transaction are negotiated directly between the portfolio companies. GASC and its subsidiaries and the GA Clients do not receive any fees or benefits as a result of such introductions or commercial relationships between portfolio companies. In addition, GASC and its subsidiaries may introduce vendors to its portfolio companies and recommend that its portfolio companies use certain vendors (such as, for example, software implementation or technology hardware procurement), and such vendors may agree to give such portfolio companies preferential pricing. GASC and its subsidiaries and the GA Clients do not receive any fees or benefits as a result of such introductions and recommendations. Consistent with applicable law and internal policies regarding, among other things, anti-corruption and the protection of proprietary information, GASC or its affiliates may, from time to time, hire short- or long-term personnel or interns who are relatives of or otherwise associated with one or more investors, portfolio companies or service providers, or provide extended training sessions or similar educational opportunities to such relatives or associates. GASC has adopted policies and procedures designed to mitigate the potential conflicts of interest that could be associated with any such relationships; however, there can be no guarantee that GASC’s internal policies can fully mitigate all possible conflicts of interest that could arise with respect to such activity and, in some circumstances, the appearance of a conflict of interest will exist. Moreover, there is an ongoing trend in the private funds industry of fund sponsors offering liquidity to investors in existing funds through a structured or stapled secondary process where purchasing investors would, as a condition to participating in such purchase from existing investors, also make a commitment to a new fund being raised. GA could be incentivized to engage in such a process for the GA Clients (or any investments therein) to the extent doing so could be expected to improve GASC’s ability to raise additional capital for the GA Clients and to form and attract capital to existing or future GA Clients (e.g., by securing an agreement from the purchasing investors participating in the process to make commitments to such funds or, more generally, by positively impacting the performance information for the relevant fund that is presented to prospective investors in GASC’s fundraising materials). GASC maintains a policy regarding the giving and receiving of gifts and entertainment. This policy generally permits employees to give and receive gifts and entertainment, so long as such items are 103  not lavish or excessive, and do not give the appearance of being designed to influence the recipient. In general, employees are required, where possible, to obtain approval from GASC’s compliance team prior to giving or receiving gifts or entertainment having a value in excess of $500, and are required to report all gifts or entertainment valued at a threshold amount, and are required to report all gifts or entertainment valued below that amount, although this policy is waived from time to time. This creates a conflict of interest, because the receipt of such gifts or entertainment, and/or the prospect of receiving future gifts or entertainment, can incentivize employees to direct business to such service providers on a basis other than the cost and quality of the services offered, even in situations where GASC does not consider such items to be lavish or excessive or designed to influence the recipient. GASC from time to time causes GA Clients to engage in “cross trades” (i.e. the sale of securities or other obligations by one or more GA Clients and/or Sponsor Coinvestment Funds to one or more other GA Clients and/or Sponsor Coinvestment Funds). In such circumstances, if GASC determines in good faith that the cross trade is in the best interest of the relevant GA Client(s) and/or Sponsor Coinvestment Funds, the securities or other obligations may be transferred, and GASC will receive no commission in connection with such transfer. GASC will conduct any such cross trades in accordance with the relevant provisions of the Advisers Act, and the guidance thereunder, and the Governing Documents. The Core Program Partnerships have engaged in cross trades with Continuation Vehicles in which GA transferred specific, long-held assets from the GA Core Program to such Continuation Vehicles, and GA currently anticipates that the Global Growth Equity Clients will engage in similar cross trade transactions with Continuation Vehicles in the future. Similarly, GA may cause a GA Client to “warehouse” and sell down all or a portion of an investment to another GA Client. GA may also cause the GA Core Program to sell a portfolio company investment and simultaneously buy interests in the same portfolio company as a new investment as part of the same transaction, which results in a cross trade between the Core Program Partnership(s) selling the company and the Core Program Partnership(s) making the new investment. See also “Other Income-Related Conflicts” in Item 8. D. Secondary Transfers of Interest Subject to the terms set forth in the Governing Documents, GASC and/or its affiliates may identify a limited number of persons to potentially acquire interests in a GA Client that a Limited Partner desires to transfer, including (i) other investors in GA Clients; (ii) investors or entities that are not investors in any GA Clients (but could in the future become investors in GA Clients); (iii) one or more affiliates of GASC; and/or (iv) GA Clients (including entities that primarily engage in the purchase of fund- related interests in the secondary market), and could take into consideration a variety of factors as it deems necessary in exercising its discretion with respect to a secondary transfer of interests in such GA Client, including its own interests. Without limiting the generality of the foregoing, GASC, GA Clients or other entities in which GA, a GA Client or affiliates of the foregoing own an interest (including a controlling interest) could employ strategies that include acquisition of interests in private funds such as GA Clients on the secondary market. To the extent one or more affiliates of GASC or a GA Client acquires an interest in a GA Client via a secondary transfer, conflicts of interest could arise such as: (i) an additional layer of fees and incentive compensation in the case of an acquisition by a GA Client; (ii) the acquirer of such interests would have additional information about the interests being purchased (including the fact that a Limited Partner is seeking to sell or dispose of 104  its interests) compared to third parties interested in such acquisition, which could allow GASC to offer a more competitive or informed offer to acquire such interests; (iii) an increased indirect economic investment for GASC that could impact the portfolio management of GA Clients; and (iv) an incentive to adjust the portfolio management of GA Clients in a manner that is primarily for the benefit of the purchaser in the secondary transfer. Given the applicable General Partner’s right pursuant to the terms set forth in each GA Client’s Governing Documents to consent to any proposed transfer, Limited Partners seeking to sell an interest in a GA Client may seek to sell such interest to GASC, a GA Client or affiliates of the foregoing before seeking to sell to third parties. The applicable General Partner is under no obligation to offer to or otherwise notify Limited Partners of any such secondary offer or transaction or provide the Limited Partners with the same or similar liquidity option. E. Personal Investments Pursuant to the Commitment Agreements, outside of the Sponsor Coinvestment Funds as described above, there are certain limitations on the ability of General Atlantic, General Atlantic’s affiliates and General Atlantic’s Managing Directors and Operating Partners to make investments that are within the investment strategy of the GA Core Program. However, these limitations do not apply to: (i) a passive investment by GA LP, any affiliate of GA LP or any GA LP Managing Directors and Operating Partners in their individual capacity in securities of a person that are publicly traded, so long as the investment in such person by General Atlantic, such affiliate of General Atlantic or such General Atlantic Managing Directors and Operating Partners in their individual capacity does not exceed 5% of the outstanding securities of such class of securities of such person, (ii) an investment by GA LP, any affiliate of GA LP or any GA LP Managing Directors and Operating Partners in any person if (a) the aggregate equity investment by General Atlantic, affiliates of General Atlantic, General Atlantic’s Managing Directors and Operating Partners in such person is not greater than $20 million, (b) such investment is passive, and (c) such investment is not a Sponsor Coinvestment, or (iii) a passive investment by General Atlantic, any affiliate of General Atlantic or any General Atlantic’s Managing Directors and Operating Partners in their individual capacity in a class of securities of a pooled investment fund (including, without limitation, a mutual fund, hedge fund or private equity fund), whether or not publicly traded, if the aggregate amount of such investment by General Atlantic, such affiliate of General Atlantic or such General Atlantic’s Managing Directors and Operating Partners in their individual capacity does not exceed at any time 10% of the outstanding securities of such class of securities of such pooled investment fund (collectively, “Personal Investments”). Consequently, affiliates, partners, members and employees of General Atlantic and its subsidiaries, including Managing Directors and Operating Partners, from time to time individually make and hold Personal Investments and partners, members and employees of General Atlantic and its subsidiaries, including Managing Directors and Operating Partners, from time to time, together with other members or employees of General Atlantic and its subsidiaries, make and hold investments in private investment funds (other than Sponsor Coinvestment Funds) outside of the GA Core Program, including the Personal Investment Vehicles and other investment funds or vehicles that are affiliated with GASC or such members, employees, Managing Directors and Operating Partners, which make and hold Personal Investments. In addition, interests or shares in portfolio companies may be owned by hedge funds or private equity funds in which partners, members and employees of General Atlantic or its subsidiaries, including Managing Directors and Operating Partners, Personal Investment 105  Vehicles and other investment funds that are affiliated with GASC or such members, employees, Managing Directors and Operating Partners (other than Sponsor Coinvestment Funds) hold passive interests (i.e., limited partnership or analogous interests) as Personal Investments. By way of example, GASC is infrequently presented with an investment opportunity that is offered first to the Core Program Partnerships, but declined by the Core Program Partnerships because the aggregate investment amount is $20 million or less, or the opportunity does not satisfy the investment criteria of the GA Core Program (a “Non-Qualifying Investment”). These Non-Qualifying Investments are “Personal Investments” under the Commitment Agreements. GASC and its affiliates and its and their partners, members and employees in their individual capacities or investment funds that are affiliated with GASC and its partners, members and employees, including Personal Investment Vehicles, may then elect to participate alone in the Non-Qualifying Investment. In addition, the Commitment Agreements permit GA, GASC, GA’s affiliates and GA’s Managing Directors and Operating Partners to (a) serve as the general partner (or equivalent) of any investment vehicle formed to facilitate an investment pursuant to the LP Coinvestment Policy, (b) invest a nominal amount of capital in any investment vehicle described in clause (a) to the extent deemed advisable for purposes of satisfying any requirements under applicable tax or other regulations, (c) “warehouse” and sell down investments to an investment vehicle formed to facilitate an investment pursuant to the LP Coinvestment Policy and (d) cause a Core Program Partnership to “warehouse” and sell down investments to one or more other Core Program Partnerships. In addition, the Governing Documents of other GA Clients may permit General Atlantic employees, Managing Directors and Operating Partners to make the type of personal investments described above; provided, however, that such personal investments may only be made in accordance with GASC’s policies and procedures in effect from time to time. GA from time to time uses its balance sheet (including any non-advisory account or proprietary account or business of GA or its affiliates, the “Balance Sheet”) as a source of capital to further grow and expand its business, increase its participation in existing businesses and further align its interests with those of its investors, including investors in GA Clients and other stakeholders. The Balance Sheet includes general partner capital commitments to, and limited partnership interests in, the Sponsor Coinvestment Funds and GA Clients, proprietary investment vehicles and accounts, co- investments in certain portfolio companies and interests in other third-party fund managers. The Balance Sheet also holds other assets used in the development of GA’s business, including seed capital for the purpose of developing, evaluating and testing potential investment strategies, products or new strategies. Investments made by the Balance Sheet are subject to the terms of the Governing Documents, and generally constitute Personal Investments. The Balance Sheet holds a significant interest in the Sponsor Coinvestment Funds and, as described under “Sponsor Coinvestments” above, may from time to time monetize those interests, including to expand GA’s business lines, acquire new business lines or raise capital for GA Clients. The Balance Sheet may monetize its interests in the Sponsor Coinvestment Funds, Performance Allocation from the GA Clients and its Management Fee revenues by selling, pledging, securitizing, participating or otherwise encumbering such interests. Such transactions and arrangements have the effect of decreasing the Balance Sheet’s exposure to the GA Clients’ investments and revenue streams. Personnel of GASC can be expected to have friendships or other personal relationships with personnel and other individuals associated with entities with which GASC does or may seek to do business, 106  including individuals who serve as directors, principals or employees of investors, GA Clients, and existing and prospective portfolio investments, as well as service providers to the foregoing. Personal relationships may develop out of business-related or other professional interactions, or vice versa. The existence of personal relationships may serve to benefit GA Clients (for example, by providing networking opportunities through which General Atlantic personnel could be introduced to potential service providers for GA Clients) but also create a potential conflict of interest, by giving rise to incentives for the parties to share business or other professional opportunities, including those relating to the business of GASC, investors, GA Clients and portfolio companies, in order to enhance or otherwise further their personal relationship, or vice versa, even when doing so may not be in the best interest of the GA Client. While GASC generally expects conflicts of interest of this nature to be mitigated by GASC’s Code of Ethics, which generally requires supervised persons of GASC to act in the best interest of GA Clients, without regard to an individual’s own interest, and imposes certain approvals and notice for outside investments, business activities and conflicts, it is unlikely that the potential for conflicts of interest relating to personal relationships can be fully mitigated. Item 12. Brokerage Practices A. Selecting or Recommending Broker-Dealers Best Execution GASC’s principal objective in selecting broker-dealers and entering trades is to obtain best execution for client transactions. GASC recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. To consider all of these factors, GASC will follow a process in an attempt to ensure that its employees are seeking to obtain the most favorable execution under the prevailing circumstances. GASC will evaluate the quality and cost of services received from broker-dealers on a periodic and systematic basis. In an effort to ensure that it is seeking to obtain the most favorable execution when placing trades on behalf of its clients, GASC will consider all of these factors. GASC may not always select a broker-dealer based on the best price, but may take a variety of factors into account, including market capitalization, whether the broker has international or local presence or its perceived ability to sell the stock easily. When necessary, GASC will address all conflicts of interest by disclosure or other appropriate action. GASC does not consider, in selecting or recommending broker-dealers, whether GASC or a related person receives client referrals from a broker-dealer or third party. Research and Other Soft Dollar Benefits GASC executes its investment transactions through various investment banks. As a client of such investment banks, GASC receives certain industry-standard research reports at no cost. GASC does not formally commit to invest any particular level of commissions to brokers who provide research services, and such services generally benefit all GA Clients. Research work product may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, online quotations, news and research services, participation in broker-dealer sponsored research and capital introduction conferences and other services providing lawful and appropriate assistance to GASC in the performance of its investment advisory and management services. GASC does not consider, in selecting or recommending investment bankers 107  or in executing client transactions, whether GASC or a related person receives additional benefits from an investment bank or third party. B. Trade Aggregation The Sponsor Coinvestment Funds buy or sell securities of portfolio companies that GASC also recommends to the GA Clients. The GA Clients and Sponsor Coinvestment Funds invest side-by-side and on the same terms and conditions, except that, as noted above, the Sponsor Coinvestment Funds do not pay any performance-based allocation to the General Partners and the investors in the Sponsor Coinvestment Funds do not pay Management Fees or management fees to GASC. At the time public portfolio securities are sold, an investor in a Sponsor Coinvestment Fund may request (which request is subject to the approval of the applicable General Partner in its sole discretion) such Sponsor Coinvestment Fund to make a distribution of such investor’s allocable share of the portfolio company securities being sold (in lieu of their sale for cash) so that the Sponsor Coinvestor can contribute such securities to a charity or charitable foundation. To the extent that such charity or charitable foundation sells such securities after the GA Clients, the charity or charitable foundation may receive a different price for its securities than the price received for the securities sold by the GA Clients. Item 13. Review of Accounts The accounts of each Limited Partner, each GA Client and each Sponsor Coinvestment Fund are maintained and supervised by investment professionals who are members or employees of General Atlantic or its subsidiaries. Potential investments are reviewed semi-monthly or more frequently, if necessary, by the Investment Committee for that GA Client. In addition, portfolio company investments are reviewed by the Portfolio Committee (for the Global Growth Equity strategy) and the GA Credit Investment Committee (for GA Credit). Each Limited Partner in the Global Growth Equity Clients is provided semi-annual reports by March 31 and September 30 of each year. Such reports include (i) an update on the status and financial condition as of the end of the preceding fiscal reporting period of the portfolio investments in which the Limited Partner has participated through its direct or indirect interest in the GA Clients and (ii) a valuation summary that lists the portfolio investments in which the Limited Partner has participated and the fair market value of each such portfolio investment as of the preceding quarterly valuation date. Within 120 days of the end of each fiscal year of a GA Client, GASC provides each Limited Partner participating in such GA Client the audited financial statements of such GA Client for the previous fiscal year (which audited financial statements may be presented on a combined basis). Included in such audited financial statements are statements of changes in the Limited Partner’s capital account balances for such fiscal year. The audited financial statements are prepared in accordance with accounting principles generally accepted in the U.S. Aside from statements of changes in the Sponsor Coinvestors’ capital account balances in each fiscal year, the terms of financial reporting provided to Sponsor Coinvestors is the same as it is for GA Clients. 108  Each Limited Partner and Sponsor Coinvestor receives by April 30 of each year, or as soon as available, a relevant Schedule K-1 tax form (and other required schedules to Form 1065), as applicable. The GA Credit Funds deliver quarterly financial statements within ninety (90) days after the end of each of the first three (3) fiscal quarters of each fiscal year. The GA Credit Funds deliver audited financial statements on an annual basis, one hundred and twenty (120) days after the end of the applicable GA Credit Fund’s fiscal year end (or as soon as commercially practicable thereafter). The audited financial statements are prepared in accordance with U.S. generally accepted accounting principles. Each Credit Limited Partner receives by June 30 of each year, or as soon as reasonably practical thereafter, a relevant Schedule K-1 tax form (and other required schedules to Form 1065). Item 14. Client Referrals and Other Compensation GASC and its affiliates from time to time receive from portfolio companies or prospective portfolio companies Fee Income. Generally, such Fee Income paid to GA Affiliates, net of any related expenses, that are allocable to Management Fee-bearing Limited Partners will reduce on a proportional basis the Management Fees otherwise payable by the Limited Partners participating in such investment subject to certain exclusions and limitations including as described below with respect to GA Clients. If more than one GA Client participates in an investment generating Fee Income, such Fee Income will generally be allocated among such GA Clients pro rata based on their relative ownership (or anticipated ownership) in such investment; provided, that Fee Income attributable to an investment by the GA Core Program will only offset allocated fees to Limited Partners participating in such investment that bear Management Fees. See “Item 5. Fees and Compensation – D. Management Fee Offsets.” GASC and/or its affiliates may from time to time enter into arrangements with firms or placement agents to provide services that include the introduction to GASC of potential Limited Partners. The fee(s) associated with such services is typically related to the amount of capital invested in the GA Client by any investor who is referred to GASC by such firm or placement agent. To date, all such placement fees and related expenses are paid by GASC and not by any GA Client. However, to the extent a placement agent also forms a “feeder fund” to aggregate investors and invest in the GA Client (such as a private wealth manager), an affiliate of the placement agent may administer or monitor that feeder fund and the fees associated with such administration or monitoring may be borne by the investors in that feeder fund or may be shared by all Limited Partners who invest in that GA Client. Such arrangements are made in compliance with Rule 206(4)-1 of the U.S. Securities and Exchange Commission, the “Marketing Rule”. GASC and/or its affiliates may from time to time enter into arrangements with individuals to provide services that include the introduction to GASC of potential investors in the GA Clients. Such arrangements provide for a flat retainer, which compensation will be paid regardless of whether any potential investor introduced by such person decides to invest with GASC. Such fees and related expenses are paid by GASC and not by any GA Client, Pooled Managed Account, investor in a GA Client, Pooled Account Investor or Sponsor Coinvestor. Such arrangements are be made in 109  compliance with Rule 206(4)-1 of the U.S. Securities and Exchange Commission, the “Marketing Rule”. Item 15. Custody Securities of the GA Clients are held in custody by unaffiliated broker-dealers or banks. However, GASC has access to client accounts because its affiliates serve as the General Partners. The Limited Partners, Pooled Account Investors and Sponsor Coinvestors do not receive statements from the custodian. Instead, all GA Clients are subject to an annual audit. See “Item 13. Review of Accounts.” GASC generally will not act as custodian or otherwise take or retain possession, custody, title or ownership of holdings of GA Credit Clients that are separately managed accounts. In such cases, GASC will not be authorized to receive any GA Credit Client assets and, notwithstanding anything in the relevant investment advisory agreement, the custody agreement(s) and/or other constituent documents to the contrary (including any authority granted to GASC pursuant to such documents), GASC intends to not be deemed to maintain custody of such GA Credit Client’s assets, as the term “custody” is defined in Rule 206(4)-2 under the Advisers Act. However, GASC, may nonetheless be deemed to have access to such GA Credit Clients’ custody accounts where authorized pursuant to an investment advisory agreement. The securities of the Personal Investment Vehicles are held in custody by unaffiliated broker-dealers or banks. The Personal Investment Vehicles may choose to undergo an annual surprise examination by an independent public accountant to verify client assets in lieu of providing audited financial statements to the Personal Investment Vehicle investors. Item 16. Investment Discretion GASC and the General Partners, collectively, have complete discretionary authority with regard to the acquisition and disposition of investments, without obtaining specific consent from the GA Clients or Limited Partners. GASC provides investment advisory and management services to the GA Clients. The services provided by GASC include (i) assistance in connection with the identification, investigation and analysis of potential investments and the management, monitoring and disposition of investments, (ii) exercising rights, powers, privileges and other incidents of ownership or possession with respect to the GA Client, investments and other property and funds held or owned by the GA Client and voting (or exercising consent with respect to) securities, participation in arrangements with creditors, institute and settle or compromise suits and administrative proceedings and other similar matters as GASC deems advisable, (iii) supervision of the preparation and review of all documents required to complete (or dispose of) each investment, (iv) selecting brokers, dealers, banks, advisers, sub-advisers, custodians, depositories, administrators and other intermediaries by or through whom any transactions will be executed or carried out, (iv) administrative and accounting services, (v) borrowing money or entering into other transactions having a similar leveraging effect and (vi) such other services as may from time to time be required in connection with the management of the assets of the Limited Partners, the other GA Clients, the Pooled Managed Accounts, the Sponsor Coinvestment Funds and the Personal Investment Vehicles. 110  The investment, disposition, voting and other decisions of the GA Clients with respect to the portfolio companies are the responsibilities of and made by the applicable General Partners, each of which is an affiliate of GASC. The Sponsor Coinvestment Funds make the same investment, disposition, voting and other decisions with respect to investments as the GA Client it invests alongside. GASC and the General Partners are authorized, without the approval of the Limited Partners, to enter into side letters or similar written agreements with a Limited Partner or a Pooled Account Investor that have the effect of establishing rights or obligations under, or supplementing the terms of, the applicable Governing Documents. Rights and obligations that may be established and terms that may be established or supplemented include, without limitation, rights and terms relating to greater information reporting, the right of an investor to opt out of investments in portfolio companies that such investor may be prohibited by law, regulation or internal policy from holding as a result of the primary business conducted by such portfolio company (for example, companies engaged in the business of producing alcohol, tobacco products and firearms or military related equipment or services) and the obligation of General Atlantic to minimize certain adverse tax consequences to an investor in connection with the structuring of investments in portfolio companies. Such excuse or exclusion rights applicable to particular investments or terms relating to withdrawal from the investment vehicle, including without limitation, as a result of an investor’s specific policies or certain violations of federal, state or non-U.S. laws, rules or regulations may materially increase the percentage interest of other investors in, and their contribution obligations, with respect to future investments and expenses, and reduce the overall size of the overall fund. GASC also provides investment advisory, administrative, accounting and reporting services to the Personal Investment Vehicles. Because the Personal Investment Vehicles do not participate in the GA Clients, the discussions herein of the GA Core Program and the other GA Clients and their related risks and conflicts are not relevant to investors in the Personal Investment Vehicles. Item 17. Voting Client Securities GASC does not have the authority to vote securities held by any GA Client. Such authority to vote the proxies is held by the General Partner of each GA Client. GASC has developed a written policy and procedures governing proxies to which the General Partner of each GA Client must adhere. In general, the policy requires the General Partners to vote proxies in the interest of maximizing shareholder value. To that end, the General Partners vote in a way that they believe, consistent with their fiduciary duties, will cause the value of the issuer to increase the most or decline the least. Consideration is given to both the short- and long-term implications of the proposal to be voted on when considering the optimal vote. GASC or its affiliates maintain a record of all proxy votes cast on behalf of the Limited Partners. Limited Partners may contact GASC for a copy of its policy and procedures or information with respect to a specific proxy vote. The Sponsor Coinvestment Funds make the same voting decisions with respect to portfolio companies as the GA Client they participate with in such portfolio investment. GASC’s proxy voting policy is only applicable to investments made by the GA Clients in publicly listed securities. The General Partners are not required to vote every proxy, and there may be times when GA determines that refraining from voting is in the best interests of the Limited Partners. This 111  may occur where, for example, GA determines that the cost to the Limited Partners of voting the proxy exceeds the expected benefit to the Limited Partners. Item 18. Financial Information GASC has never filed for bankruptcy and is not aware of any financial condition that is expected to adversely affect its ability to manage client accounts. 112 

ACTIS LLP Part 2A of Form ADV The Brochure 2 More London Riverside London, United Kingdom SE1 2JT www.act.is March 27, 2025 This Investment Adviser Brochure (“Brochure”) provides information about the qualifications and business practices of Actis LLP, Actis GP LLP (“Actis GP”), Actis UK Advisers Limited (“AUK”), Actis EU Management S.a r.l (“Actis EU”) and Neoma Manager (Mauritius) Limited (“Neoma”) (each an “Adviser” and, collectively, along with certain other entities described herein, “Actis”). If you have any questions about the contents of this Brochure, please contact us at +44 20 7234 5000. 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. Referring to Actis as a registered investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), does not imply a certain level of skill or training. information regarding Actis is also available on the SEC’s website at: Additional www.adviserinfo.sec.gov.  ITEM 2. MATERIAL CHANGES This Brochure, dated March 27, 2025, serves as the annual updating amendment to Actis’ initial brochure dated October 11, 2024, which was issued following the closing of the acquisition of Actis and certain of its affiliates by General Atlantic Service Company, L.P. (“GASC”) and its affiliates on October 1, 2024 (the “Transaction”). As further discussed in Item 4, as a result of the Transaction, Actis became an affiliate and relying adviser of GASC. This Brochure contains certain updates to reflect alignment of Actis’ practices with those of GASC and the fact that Actis operates as part of a single advisory business with GASC. ITEM 3. TABLE OF CONTENTS Item 2. Material Changes .................................................................................................................3 Item 3. Table of Contents.................................................................................................................3 Item 4. Advisory Business ...............................................................................................................3 Item 5. Fees and Compensation .......................................................................................................7 Item 6. Performance-Based Fees and Side-By-Side Management ................................................14 Item 7. Types of Clients .................................................................................................................39 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .........................................40 Item 9. Disciplinary Information ...................................................................................................84 Item 10. Other Financial Industry Activities and Affiliations .......................................................84 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............................................................................................................................85 Item 12. Brokerage Practices .........................................................................................................87 Item 13. Review of Accounts.........................................................................................................88 Item 14. Client Referrals and Other Compensation .......................................................................89 Item 15. Custody ............................................................................................................................89 Item 16. Investment Discretion ......................................................................................................89 Item 17. Voting Client Securities...................................................................................................89 Item 18. Financial Information ......................................................................................................90 ITEM 4. ADVISORY BUSINESS 3  A. Background Actis Each of Actis LLP and Actis GP is a United Kingdom limited liability partnership, and commenced operations in October 2003 and November 2011, respectively. AUK is a United Kingdom corporation. Actis EU is a Luxembourg corporation. Neoma is a Mauritius limited company. AUK, Actis EU and Neoma commenced operations in April 2013, November 2021 and January 2019, respectively. Actis Holdings S.a r.l. is the designated and majority member of Actis LLP. It is a member of Actis GP, and shareholder of Actis EU, while Actis International Limited acts as the shareholder of AUK and Neoma. Actis provides investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. GASC and Actis On October 1, 2024, Actis became the sustainable infrastructure arm within GASC’s global investment platform. Actis and GASC operate as part of a single advisory business. Actis is owned under the umbrella of Actis Holdings S.a r.l. and ultimately owned by General Atlantic Partners, L.P. (“GA Partners”), and certain managing directors, operating partners and other professionals of GASC. GA Partners is principally owned by General Atlantic Management Holdco, L.P., a Delaware limited partnership, and GA GenPar Holdco (Bermuda), L.P., a Bermuda exempted limited partnership, as limited partners, and by GASC GP, LLC, a Delaware limited liability company (“GASC GP”), as its general partner. General Atlantic Management Holdco, L.P. is owned by GASC GP as its general partner, and certain managing directors, operating partners and other professionals of GASC as its limited partners. GA GenPar Holdco (Bermuda), L.P. is owned by GAP (Bermuda) L.P., a Bermuda exempted limited partnership, as its general partner, and certain managing directors, operating partners and other professionals of GASC as its limited partners. GAP (Bermuda) L.P. is owned by GAP (Bermuda) GP Limited, a Bermuda exempted company, as its general partner, and certain managing directors, operating partners and other professionals of GASC as its limited partners. GAP (Bermuda) GP Limited is wholly owned by GA Partners. William E. Ford is the only individual that indirectly owns over 25% of GASC. No individual controls more than 25% of GASC. GASC’s general partner, GASC GP, is wholly owned by GASC MGP, LLC, a Delaware limited liability company (“GASC MGP”). GASC MGP’s Partnership Committee (formerly, the Management Committee) determines the strategic and major policy decisions of GA, oversees and controls General Atlantic’s affairs and business, and is the steward of culture for GASC MGP and, indirectly, GASC GP, GA Partners and GASC. As of March 1, 2025, GASC MGP’s Partnership Committee is comprised of William E. Ford (Chairman and CEO), Gabriel Caillaux (Co-President, Global Head of Climate, Head of EMEA), Martín Escobari (Co-President, Head of Global Growth Equity), David Hodgson (Vice Chairman) and Christopher G. Lanning (Chief Legal Officer, General Counsel). Following regulatory approval, Torbjorn Caesar (Global Head of Sustainable Infrastructure) will join GASC MGP’s Partnership Committee. The Partnership Committee has delegated oversight of day-to-day business activities and certain strategic and balance sheet matters to the Executive Committee. 4  The Executive Committee is comprised of William E. Ford, Martín Escobari, Gabriel Caillaux, Torbjorn Caesar, Albert T. Smith (Global Head of Credit), Christopher Kojima (Global Head of Capital Solutions), Edward G. Tompkins (Chief Operating Officer), Michael Gosk (Chief Financial Officer), Christopher G. Lanning, and Annie Paydar (Global Head of Human Capital). GASC MGP is owned by certain senior Managing Directors of the firm. Together, GASC and Actis manage third-party capital for (i) its global growth equity strategy, which is comprised of the General Atlantic Core Program (the “GA Core Program”), companion funds to the GA Core Program, (ii) its credit strategy, which is comprised of funds making credit investments, (iii) its climate solutions strategy, which is focused on identifying and scaling growth companies with climate solutions to help accelerate the net zero transition, and (iv) its sustainable infrastructure strategy as a result of the Transaction (as discussed herein). In addition, GASC manages certain third-party co-investment vehicles and sponsor co-investment funds and continuation vehicles that participate in investments alongside other GASC funds. General Atlantic 1 has a combined $102.9 billion of discretionary assets under management (“AUM”)2 as of December 31, 2024. GASC’s Brochure contains additional information on GASC’s advisory business, its clients, including the GA Core Program, GASC’s credit strategy, co-investment and continuation vehicles, and related conflicts including as between GASC and Actis. This Brochure provides information on Actis’ advisory business and sustainable infrastructure strategy. B. Primary Advisory Business Actis provides investment advisory and management services to private investment funds (each, a “Fund,” and collectively, together with any future private investment fund to which Actis provides investment advisory services, the “Funds”). Where appropriate, “Actis” may refer to the general partners of the Funds (including any future affiliated general partner entities) (each, a “General Partner,” and collectively, together with any future affiliated general partner entities, the “General Partners,” and together with Actis GP, AUK, Actis EU and Neoma and their affiliated entities through which General Atlantic’s sustainable infrastructure business is conducted, “Actis”), are subject to the Advisers Act in reliance to GASC’s registration in accordance with SEC guidance. This Brochure describes the business practices of Actis, which operates as a single advisory business together with GASC. The Funds are private investment funds and invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” Actis’ investment advisory services 1 Where appropriate, “General Atlantic” or “GA” may refer to GASC and its relying advisers (including Actis), or one or more general partners of GASC (including its relying advisers), collectively. 2 “AUM” refers to the assets managed by GASC and Actis. Assets under management equals the sum of: (i) the aggregate fair value of the investments held by GASC and Actis’ investment vehicles and (ii) Dry Powder. “Dry Powder” refers to the aggregate amount of capital General Atlantic is entitled to call from Limited Partners as of December 31, 2024, pursuant to the terms of their respective capital commitments for future investments or management fees and expenses, and excluding investments that have been made using our subscription credit facilities, but have not yet been called from our capital partners. For additional information about the assets under management for GASC, please refer to GASC’s Part 2A of Form ADV. 5  to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Although investments are made predominantly in non-public companies, investments in public companies are permitted. Where such investments consist of portfolio companies, the senior principals or other personnel of Actis or its affiliates generally serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies in which the Funds have invested. Actis’ advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents, investment advisory agreements, advisory services agreements, limited partnership or other operating agreements of each Fund (respectively, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (each, a “Limited Partner”) participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between Actis and any investor. The Funds or the General Partners have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. C. Limited Partner Co-Investment Vehicles Additionally, as permitted by the Governing Documents, Actis expects to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in co- invest vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, portfolio company management or personnel, Actis personnel and/or certain other persons associated with Actis and/or its affiliates (e.g., vehicles formed by Actis to allow Actis employees, personnel and “friends and family” to co-invest a specified amount, or up to a specified amount, alongside a particular Fund’s transactions). Such co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. D. Sponsor Co-Investment Funds Actis provides investment advisory and management services to pooled co-investment funds (the “Sponsor Co-Investment Funds”) in which Actis and its partners, executives and investment professionals (the “Sponsor Co-Investors”) may invest alongside one or more of the Funds. Actis’ affiliates serve as general partner, manager (including delegate manager) or managing member (or analogous control person) of the Sponsor Co-Investment Funds. Actis and its partners, executives and investment professionals may invest alongside one or more of the Funds. Whilst such Sponsor Co-Investment Funds should generally align the interests of Actis and such persons with the interests of the relevant Fund and its investors, situations could arise in which Actis or such persons have interests which conflict with the interests of the relevant Fund and its Limited Partners notwithstanding such co-investment. To the extent that any broken 6  deal or similar costs are incurred in respect of any proposed investment by the relevant Fund which does not proceed to completion, such costs will be borne by the partnerships comprising such Fund on a pro rata basis in accordance with the terms of the governing documents of the relevant Fund and not by any Sponsor Co-Investment Fund. Accordingly, investors will bear a greater share of such costs than would otherwise be the case if any such Sponsor Co-Investment Fund were to bear its share of any such costs.. ITEM 5. FEES AND COMPENSATION In general, Actis receives a General Partner’s Share (as defined below) and a carried interest in connection with the provision of advisory services to its clients. Actis entities receive additional compensation in connection with management and other services performed for portfolio companies of the Funds and such additional compensation will offset in whole or in part fees paid to Actis to the extent provided by the Governing Documents. In addition, in certain circumstances Actis receives compensation for management and other services performed in connection with co- investments made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses. A. General Partner’s Share The Funds will generally pay Actis the priority share in the receipts of the Funds (generally consisting of income and capital) allocable to the General Partners (the “General Partner’s Share”) equal to a percentage specified in the applicable Fund’s Governing Documents on an semi-annual basis. Investors participating in a closing after the initial closing date of a Fund will generally bear the General Partner’s Share from the initial closing date. The General Partner’s Share will be payable until proceeds from all portfolio investments are distributed or until Actis’ relationship with the relevant Fund is terminated for other reasons (as described in the Governing Documents). Installments of the General Partner’s Share payable for any period other than a full annual period are adjusted on a pro rata basis according to the actual number of days in such period. As a general matter, General Partner’s Shares will be payable during term extensions unless otherwise agreed with investors. The Governing Documents of the relevant Fund will detail how a Fund’s General Partner’s Shares will be calculated and charged. For most Funds, from the effective date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”), General Partner’s Shares generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate investor capital commitments (“Commitments”). Further, after the Stepdown Date, General Partner’s Shares generally will be charged and calculated based on a formula tied to (i) the relevant Fund’s Commitments and/or (ii) the amount of investment contributions (including, where applicable, a Fund borrowing component) made by the relevant Fund relating to investments that have not been realized or written off (such written off investments, “Impaired Value Investments”). Under the Governing Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date General Partner’s Shares will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of such investment contributions. Conversely, the 7  Governing Documents do not require General Partner’s Shares to be reduced or refunded following the occurrence of a write down, a decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a reorganization, roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment standard under the Governing Documents. As a result, the amount of General Partner’s Shares generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the relevant investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of Impaired Value Investments. Except where the Governing Documents expressly provide to the contrary, General Partner’s Shares will not be reduced (in whole or in part) in the case of partial distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Fund(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date General Partner’s Share base will include capitalized transaction-specific expenses of unrealized investments. Further, General Partner’s Shares generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or write-offs that occur partway through the relevant calculation period. The Governing Documents set forth the full list of terms under which General Partner’s Shares will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified General Partner’s Share rate in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. To the extent specified in a Fund’s Governing Documents, Actis will be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting of, but not limited to: (i) transaction, underwriting, syndication, commitment, corporate advisory, monitoring, divestment or other similar fee (whether recurring or otherwise) paid by any portfolio company; (ii) fees in connection with the giving of guarantees, indemnities, covenants or undertakings by the Fund, paid by any portfolio company; (iii) termination fees by a vendor in connection with a broken deal; (iv) any director fees or directors’ compensation fees received by an Actis employee; and (v) other designated net fee payments received by Actis or its partners or personnel from portfolio companies or prospective portfolio companies. Subject to a Fund’s Governing Documents and unless otherwise specified in such Governing Documents (e.g., in relation to a specific service provider), Supplemental Fees received by Actis and attributable to the Fund’s investment in a portfolio company are generally credited against General Partner’s Shares otherwise owed to Actis in a percentage further specified in the relevant Governing Document. The remaining amount of such Supplemental Fees will be retained by Actis. To the extent that such an offset credit would reduce the General Partner’s Share for the relevant period below zero, 8  the credit will be carried forward for future application against any payable General Partner’s Share. As a matter of practice, Actis is typically paid fees of the type referred to in the preceding paragraph from, on behalf of or with respect to co-investors in an investment, as well as other fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not reduce the General Partner’s Share payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a fully diluted basis of any such fee and not the portion of any fee related to: (i) General Partner or affiliated partner commitments; or (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by Actis, service providers, third parties, current or former portfolio company management or personnel, sellers that have rolled their interest or reinvested proceeds in the portfolio company and/or others); or (iii) the value of profits, participation or equity interests owned by current or former portfolio company management, in or relating to the relevant portfolio company, which have the potential to be significant. Supplemental Fee offsets generally are performed on a net basis, after giving effect to certain taxes and other expenses in connection with the receipt of such fees or the provision of related services, and to the extent Supplemental Fees are paid in kind (including through securities, option grants or other interests), Actis is permitted to calculate the amount of offset based on the then-current value of the in-kind payment, rather than the ultimate value of the interests as of a future date. Unless otherwise agreed with investors, Supplemental Fees generally will be payable during term extensions, even if General Partner’s Shares are reduced or eliminated during the extended term, thus reducing the amounts of General Partner’s Shares actually offset. Supplemental Fees will generally be offset only to the extent they are paid during the holding period of the relevant Fund, and investors generally will not receive the benefit of Supplemental Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent a former Actis employee becomes a consultant to, or employed by, a portfolio company, it is typically the case that no compensation earned by such former employee will offset the General Partner’s Share, whether or not such former employee has a remaining interest in the relevant Fund’s General Partner or affiliated entity. Conversely, in the event that Actis employs a person that previously received compensation from a portfolio company, Limited Partners will generally receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with Actis, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain circumstances, Actis expects that co-investors, lenders, consultants or other parties will negotiate the right to share a portion of such fees with Actis from a particular investment, and the above- described offset percentage will be applied after excluding any amounts paid to such persons. Additionally, as further described below, it is Actis’ practice to use or retain certain operating partners to provide services to (or with respect to) certain portfolio companies in which one or more Funds invest. Such operating partners generally receive compensation and other amounts described herein from the relevant portfolio companies or Funds to which they provide services, but no such amounts will offset or reduce the General Partner’s Share. For the avoidance of doubt, Actis also will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer Fund portfolio companies. Each of the foregoing conditions is expected to reduce the amount of Supplemental Fees otherwise available to be offset against General Partner’s Shares, resulting in a potential material benefit to Actis over the life of 9  the relevant Fund, and the existence of such potential benefit creates an incentive for Actis to seek to increase such amounts. Actis and/or its affiliates generally have discretion over whether to charge Supplemental Fees to a portfolio company and, if so, the rate, timing, method and/or amount of such compensation, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of Supplemental Fees generally will give rise to potential conflicts of interest between the Funds, on the one hand, and Actis and/or its affiliates on the other hand. B. Carried Interest As further specified in the relevant Fund’s Governing Documents, Actis will generally receive a carried interest with respect to a Fund equal to a percentage of all realized profits subject to a percentage of compound preferred return. Subject to the relevant Fund’s Governing Documents, the carried interest distributed to Actis is subject to a potential clawback or giveback at the end of the life of the Fund if Actis has received excess cumulative distributions and at certain interim intervals as provided in the Governing Documents. It is expected that any future Funds will have a similar compensation structure. C. Other Information Actis is permitted to exempt certain “affiliated partner” investors in the Funds from payment of all or a portion of General Partner’s Shares and/or carried interest, including Actis, Actis personnel, and any other person designated by Actis, such as “friends and family” of Actis or its personnel, or other investors meeting certain qualification requirements based on Commitment size or other strategic or relationship factors. The relevant General Partner reserves the right to make any such exemption from General Partner’s Shares and/or carried interest by a direct exemption, a rebate by Actis and/or its affiliates, or through other Funds which co-invest with a Fund. For example, in instances where an Actis professional (or an affiliated entity thereof) invests in a Fund, such professional (or such affiliated entity) generally will be exempt from payment of the General Partner’s Share and/or carried interest with respect to such Fund. Additionally, to the extent permitted by the Governing Documents, certain General Partners have the right to permit investors, affiliated with the General Partner or otherwise, to invest through the relevant General Partner or other vehicles that do not bear General Partner’s Shares and/or carried interest. In general, the General Partner’s Share offsets described above apply only with respect to the Commitments of fee-paying investors. Actis retains flexibility to structure its compensation from investors and expects in certain circumstances to agree to invoice an investor directly for General Partner’s Shares or other compensation, rather than deducting such amounts from the investor’s capital account(s). The Funds generally invest on a long-term basis. Accordingly, General Partner’s Shares and other fees are expected to be paid, except as otherwise described in the Governing Documents, over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem interests in the Funds. 10  Principals or other current or former employees of Actis generally receive salaries and other compensation derived from, and in certain cases including a portion of, the General Partner’s Share, carried interest or other compensation received by Actis or its affiliates. In addition to the General Partner’s Share and carried interest payable to Actis, each Fund bears certain expenses. As set forth more fully in the Governing Documents, a Fund bears all fees, costs, expenses, liabilities and obligations relating to the Fund’s (and its subsidiaries’ and intermediate entities’) activities, investments and business to the extent not reimbursed by a portfolio company, applied to reduce General Partner’s Shares, or in excess of any relevant specified cap in the Governing Documents, including but not limited to: (i) offering and organizational fees, costs, expenses and liabilities incurred in connection with the establishment of, and the offering of interests, in the Fund (including legal and accountancy fees), (ii) fees, costs, expenses and liabilities (together with any irrecoverable VAT or other similar sales tax) incurred in relation to the production and distribution of the financial and auditor statements and reports and accounts, any other valuations, tax returns or certifications required pursuant to the relevant Governing Document or by law or regulation, the costs of meetings of investors and the applicable Fund’s LPAC (as defined below), any external valuer or auditor of valuations and any other information or reporting requirements imposed in respect of the Fund by applicable law or regulation; (iii) fees, costs, expenses and liabilities (together with any irrecoverable VAT or other similar sales tax) charged by lawyers, accountants, appraisers, consultants, intermediaries, valuers, lenders, banks, auditors, custodians, administrators and other professional service providers appointed by the General Partners and/or any other member of Actis and all other reasonable fees, costs, expenses and liabilities (together with any irrecoverable VAT or other similar sales tax) in relation to the operation and administration of the Fund generally, including any hedging arrangements entered into; (iv) fees, costs, expenses and liabilities incurred by the General Partners and/or any other member of Actis in relation to compliance with disclosure, reporting and similar obligations pursuant to the Governing Document or applicable laws and regulations and the operation, management and administration of the Fund generally, including but not limited to the reimbursement of any reasonable documented out-of-pocket expenses incurred by members of the LPAC, any professional indemnity insurance and directors’ and officers’ insurance and the interpretation of the Governing Documents; (v) all taxes and all fees or other charges levied by any governmental agency or regulatory body against the Fund in connection with its investments; (vi) fees, costs, expenses and liabilities, together with any tax associated therewith, reasonably and properly incurred exclusively in relation to the Partnership itself; (vii) expenses incurred in connection with the Fund’s legal and regulatory compliance with U.S. federal, state, local, non- U.S. or other laws and regulations; (viii) external legal, accounting, consultants’ and intermediary fees, costs, expenses and liabilities (together with any irrecoverable VAT or other similar sales tax) and other reasonable fees, costs, expenses and liabilities (together with any irrecoverable VAT or other similar sales tax) associated with the investigation, negotiation, structuring, acquisition, holding, monitoring and disposition of investments (including, without limitation, any brokerage, financing, custody or hedging costs and printing, travel, accommodation, meeting and entertainment expenses) to proposed investments of the relevant Fund, including such fees and expenses, break-up or topping fees or other liabilities or obligations, incurred for transactions not consummated (“Abort Costs”); and (ix) fees, costs, expenses and liabilities, together with any tax associated therewith, reasonably and properly incurred directly or indirectly in connection with the ongoing activities of the Fund, including any fees, costs, expenses and/or liabilities, together with any tax associated therewith, incurred in relation to the operation of the relevant Governing 11  Document, any of the investors in the Fund, and the Fund’s investment activities, valuations, administration, management, operation, termination, continuation, liquidation and winding up. Except where the relevant Governing Documents or Side Letter(s) expressly provide to the contrary, Abort Costs and other expenses relating to the diligence or evaluation of a prospective investment generally are allocated among investors within a Fund regardless of whether any individual investor negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. The Funds also bear expenses indirectly to the extent a portfolio company (or intermediate entity) pays expenses, including expenses of Actis and/or its affiliates, as well as their share of expenses (including, without limitation, rent, office costs, travel, accommodations, personnel costs and compensation and corporate expenses) relating to fund administrative, corporate and similar services performed by a Fund’s subsidiaries or other entities maintained by the Fund, the General Partner or their respective affiliates in connection with certain local jurisdictions’ requirements; the relative percentage of these expenses that are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred. Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other service providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. In certain cases, these or similar expenses (and/or Supplemental Fees) are expected to be charged to portfolio companies, capitalized into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund and the portfolio company. The General Partner reserves the right to agree with operating partners, joint venture or similar partners, service providers, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. Excluded from Fund expenses are ordinary administrative and overhead expenses of the General Partner incurred in connection with managing, operating and administering the Funds, including salaries of employees, rent, utilities and other similar expenses specified in the Governing Documents. However, to the extent permitted under the Governing Documents of the Funds, costs and expenses reasonably incurred in connection with organizing, maintaining and operating an investment fund platform, through which a Fund may make and hold investments, including rent, utilities and other similar and ancillary expenses, as well as compensation and overhead of certain employees who provide services to such investment fund platforms (such as those dedicated to fund administration services for such investment fund platforms or the operation of a Fund) may be charged back to the Funds. Each Fund also generally will bear the costs of implementing, reporting (as applicable), monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including in Side Letters relating thereto, and (where applicable) environmental, social, governance (ESG) and other 12  standards to which the relevant General Partner has committed in making investments on behalf of the Fund. Additionally, subject to the Governing Documents, a Fund typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Fund invests. As is typical for private investment funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. To the extent brokerage fees are incurred, they will be incurred in accordance with the general practices set forth in “Brokerage Practices.” In certain circumstances, one Fund is expected to pay an expense or obligation common to multiple Funds and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Funds and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Funds and/or co-investors over time), and be reimbursed by the other Funds for their share of such expenses or obligations, without interest. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Funds for the costs of establishing, negotiating or maintaining the facility as a whole. While Actis believes such circumstances to be highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. In certain circumstances, Actis, the relevant General Partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds, without interest, to which such expenses relate. As described above, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in portfolio companies alongside one or more Funds, subject to the Governing Documents and/or Side Letter(s) and the investment allocation policies of Actis and GASC. Where a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of the General Partner, ultimately is not consummated, all Abort Costs relating to such proposed transaction will be borne by the Fund(s), and not by any potential co-investors, that were to have participated in such transaction. Actis’ practice of allocating Abort Costs among investing Funds is discussed under “Conflicts of Interest,” below. To the extent a Fund makes use of a credit facility to invest in a portfolio company or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating or maintaining the facility as a whole. Additionally, as further described herein and in the Governing Documents, it is Actis’ practice to use or retain certain industry advisors, strategic/senior advisers, consultants, operating partners and/or other professionals (including entities formed for the benefit of such persons and/or to facilitate the provision of their services, “operating partners”) that provide services to (or with respect to) one or more Funds or certain current or prospective portfolio companies in which one or more Funds invest. Such operating partners generally provide services in relation to the identification, acquisition, holding, improvement and disposition of portfolio companies, including operational aspects of such companies. In certain circumstances, these services also include serving in management or policy-making positions for portfolio companies. Operating partners receive compensation, including, but not limited to, cash fees, retainers, discretionary 13  bonuses (whether or not based on pre-determined milestones), transaction fees, a profits, participation or equity interest in a portfolio company or holding company, incentive equity and stock awards, profits or equity interests in one or more Funds or General Partners, remuneration from Actis and/or its Funds or affiliates, guaranteed minimums or other compensation, the amount of which typically is determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of such operating partners, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts believed to be charged by other providers for comparable services and/or a percentage of cash flows from such portfolio company. Compensation in the form of profits or equity interests in a portfolio company or intermediate holding company generally has a dilutive impact on the relevant Fund’s investment, and has the potential to result in economic effects greater than the original amount of compensation, and the relevant Fund typically will bear the costs of all operating partners compensation as well as fees, costs and expenses of structuring operating partner arrangements. Operating partners also generally will be reimbursed for certain travel and other costs in connection with their services. As described above, no such amounts will offset or reduce the General Partner’s Share. The use of operating partners subjects the General Partners to potential conflicts of interest, as discussed under “Conflicts of Interest,” below. Where a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of the General Partner, ultimately is not consummated, all Abort Costs relating to such proposed transaction will be borne by the Fund(s), and not by any potential co-investors, that were to have participated in such transaction, save for circumstances in which a cost-sharing or other similar agreement is entered into in advance. Actis’ practice of allocating Abort Costs among investing Funds is discussed under “Conflicts of Interest,” below. To the extent a Fund makes use of a credit facility or other similar arrangements and extensions of credit for the benefit of co-investors to invest in a portfolio company or pay related expenses, co- investors will generally be required to pay their pro rata share of all costs of establishing, negotiating or maintaining the facility as a whole. 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE ITEM MANAGEMENT A. Performance-Based Fees As described in Item 5 “Fees and Compensation – B. Carried Interest” above, the General Partners are generally entitled to receive carried interest allocations on certain realized profits above a performance threshold in the relevant Fund, as specified in such Fund’s Governing Documents. The General Partner’s Share and carried interest structure may present actual or perceived potential conflicts of interest in the valuation of the Funds’ assets and allocation of investments. For example, Actis is incentivized to: (i) employ valuation methodologies that improve a Fund’s track record or its ability to meet performance thresholds in order to receive carried interest; (ii) defer 14  recognizing losses from investments that have experienced a permanent impairment that must be returned prior to a General Partner receiving carried interest; or (iii) employ valuation methodologies that give rise to a higher valuation in order to increase fees, such as in the case of a General Partner’s Share that is calculated based on investments that have not been realized or written off (as described in the Governing Documents of the applicable Fund). The existence of performance-based compensation has the potential to create an incentive for a General Partner to operate the relevant Fund in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise make in the absence of such arrangement, although Actis generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals. The payment of performance-based compensation may create an incentive for Actis to make investments that are more speculative than would be the case in the absence of performance-based compensation. B. Conflicts of Interest Actis engages in a broad range of advisory and non-advisory activities, including investment activities for their own account and for the account of other Funds, and providing transaction- related, legal, management and other services to Funds and portfolio companies. Actis will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Funds in an appropriate manner, as required by the Governing Documents, although the Funds and their respective investments will place varying levels of demand on these over time. In the ordinary course of Actis conducting its activities, the interests of a Fund likely will conflict with the interests of Actis, one or more other Funds, portfolio companies or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, Actis attempts to resolve such conflicts of interest in light of its obligations to investors in its Funds and the obligations owed by Actis’ advisory affiliates to investors in investment vehicles managed by them, and attempts to allocate investment opportunities among a Fund, other Funds and such investment vehicles in a manner it believes to be fair and equitable to the Funds under the circumstances over time. To the extent that an investment or relationship raises particular conflicts of interest, Actis will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, Actis consults and receives consent to conflicts from the LPACs of the relevant Fund(s) and such other investment vehicles. Moreover, please see GASC’s Form ADV Part 2A for additional information related to conflicts of interest applicable to GASC. Allocation of Investment Opportunities among the Funds When presented with investment opportunities that fall within the investment objective of more than one Fund, Actis will allocate such opportunities among such Funds taking into account such factors as Actis deems appropriate, which may include, without limitation: the size of the investment opportunity; overall portfolio balance; diversification objectives and limitations; the 15  sourcing of the transaction; the relative amounts of capital available for investment; the size of the transaction; investment guidelines; risk profile; contractual prohibitions; the amount of potential follow-on investing anticipated to be required for such investment and the other portfolio investments of the applicable Funds and the relation of such opportunity to the investment strategy of each such Fund; available financing; strategic considerations; legal, tax, regulatory, accounting and other similar considerations; and any other considerations deemed relevant by Actis. Certain conflicts of interest may arise from the fact that Funds may invest in the same opportunities in a portfolio company with certain other Funds (in particular, third party co-investment vehicles). For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms of an investment (including with respect to price and timing) for the Funds may not be the same. In addition, the Funds may have different expected termination dates and/or investment objectives (including return profiles) and Actis, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities or ability to make follow-on investments. If the Funds acquire and/or dispose of securities in any one portfolio company at different times, the performance results between such Funds may vary, and such variation may be significant. Notwithstanding the foregoing, and as further described in the Governing Documents of the relevant Fund, (i) any Sponsor Co-Investment Fund, third party co-investment vehicle and/or similar arrangements will make and dispose of investments in portfolio companies at substantially the same time and on substantially the same terms as the applicable Fund partnership investing in such portfolio companies, and (ii) investments are allocated among the Limited Partners in the Fund partnerships and the Sponsor Co-Investment Funds in proportion to their capital commitments (unless otherwise prescribed in the applicable Governing Documents). Furthermore, it is possible that a portfolio company, counterparty, lender or other unaffiliated participant requires facing only one fund entity or group of entities, which may result in one or more Funds being jointly and severally liable for the full amount of such obligation. In such cases, Actis intends to have the applicable Funds enter into back-to-back or other similar reimbursement arrangements. It is not expected that such Funds would be compensated (or provide compensation to the other) for being primarily liable vis-à-vis such counterparty. Investments in which Other Funds Have a Different Principal Interest Funds may invest in a broad range of asset classes throughout the corporate capital structure. These investments could include investments in corporate loans and debt securities, preferred equity securities and common equity securities. As a result, one Fund may invest in portfolio companies in which certain other Funds have or will have investments in different parts of the capital structure of a given portfolio company. Conflicts of interest arise under such circumstances. If Funds were to invest in different parts of the capital structure of any one portfolio company, the interests of such Funds may not be aligned in all circumstances with one another. The interests of Funds investing in different parts of the capital structure of such portfolio company are particularly likely to conflict in the case such portfolio company undergoes financial distress. For example, in the event such portfolio company enters bankruptcy, the Funds holding securities that are senior in bankruptcy preference is expected to have the right to aggressively pursue the portfolio company’s assets to fully satisfy the portfolio company’s indebtedness to such Fund, and Actis might have an obligation to pursue such remedy 16  on behalf of such Fund. Conversely, another Fund holding assets of the same portfolio company that are more junior in the capital structure might not have access to sufficient assets of the portfolio company to completely satisfy its bankruptcy claim against the portfolio company and suffer a loss. In that regard, actions may be taken by one Fund that are adverse to the investors in the other Fund. Actis could cause actions adverse to one Fund to be taken for the benefit of other Funds that have made an investment more senior in the capital structure of a portfolio company than such Fund. It generally will not be feasible for Actis to advocate effectively for the interest of all of its clients to the extent that there are conflicting or competing interests among holders of different seniorities of debt or other securities. This may result in a loss or substantial dilution of the first Fund’s investment, while the second Fund recovers all or part of amounts due to it. In such circumstances, Actis could, to the fullest extent permitted by applicable law, take steps to reduce the potential for conflicts between the interests of each of the applicable Funds, including causing one or more of such Funds to take certain actions that, in the absence of such conflict, it would not take. In addition, there can be no assurance that the return on a Fund’s investments in any one portfolio company will be equivalent to or better than the returns obtained by any other Fund in connection with its investment in such portfolio company. In situations in which Actis and/or a Fund hold an interest in a portfolio company that differs from that of other Funds, conflicts of interest may arise in connection with, among other things, (i) the nature, timing and terms of each Fund’s investment, (ii) the allocation of control and other governance rights among Funds, (iii) the strategic objectives or timing underlying each Fund’s investments, (iv) differing disposition rights, views and/or needs for all or part of an investment and/or (v) resolution of liabilities in connection with an investment among the Funds. These conflicts result from various factors, including, among other things, investments in different levels of the capital structure, different measurements of control, different risk profiles, different rights with respect to disposition alternatives, different investment objectives, strategies and horizons and different target rates of return as well as rights in connection with co-investors. Allocation of Investment Opportunities among the GA Core Program and the Funds All funds managed by Actis are advisory clients of relying advisers of GASC and are deemed “Other Advisory Clients” for all purposes the governing documents of the GA Core Program. Certain of the Actis-managed funds have investment programs that have limited overlap with the investment mandate of the GA Core Program (“Actis Overlap Funds”) and constitute “New Focused Clients”. As New Focused Clients, investment opportunities suitable for the GA Core Program (“Eligible Investment Opportunities”) that are sourced or developed by investment professionals who are dedicated to the Actis platform are first offered to the Actis Overlap Funds and are allocated 100% to the Actis Overlap Funds. To the extent the Actis Overlap Funds do not pursue any such opportunity, the investment opportunity may be offered to the GA Core Program (or if not suitable for the GA Core Program, to GASC funds in accordance with GASC’s investment allocation policy). Similarly, Eligible Investment Opportunities sourced or developed by investment professionals who are dedicated to the GA Core Program will continue to be offered to the GA Core Program (and GASC funds, if applicable) first and will be allocated 100% to the GA Core Program (and such GASC funds), in accordance with the allocation policies applicable to the GA Core Program and such GASC funds. To the extent the GA Core Program does not pursue the opportunity, the investment opportunity may be offered to the Actis Overlap Funds (or 17  if not suitable for the Actis Overlap Funds, to Other Advisory Clients in accordance with GASC’s investment allocation policy). Conflicts related to GASC GASC and its affiliates may also engage in other business ventures and other activities unrelated to the affairs of the Funds and/or the investment funds, managed accounts and other investment arrangements (including, for avoidance of doubt, certain funds whose investors are existing or former GASC personnel) (such funds, managed accounts, and investment arrangements managed by GASC, the “GASC Vehicles”), including, without limitation, by using its Balance Sheet (as defined below) as a source of capital. Additionally, GASC and its affiliates have multiple advisory, transactional, financial and other interests that may from time to time conflict with those of the Funds and their investors. To the extent that any such business ventures or other activities create conflicts of interests with the Funds and/or the GASC Vehicles, any such conflicts of interest would be subject to resolution in accordance with GASC’s policies or procedures and operational and compliance controls that seek to address and mitigate conflicts of interest and, to the extent applicable, the governing documents of the Funds and the GASC Vehicles. GASC and its affiliates are permitted to, and expect to, receive fees or other compensation from third parties in connection with its other business activities and such fees and compensation shall be for the benefit of their own account and not for the Funds. In addition, given the broad strategic focus of certain GASC Vehicles, it is possible that a Fund could invest in a portfolio company in which a GASC Vehicle currently holds a position (or could invest in the future), including in a different part of the capital structure of such portfolio company. The same may also be true of GASC Vehicles investing in portfolio companies in which the Funds may have an interest (whether in the same or different part of the capital structure). It is also possible that the Funds and the GASC Vehicles could be invested in competing portfolio companies. Such investments could subject the combined platform to conflicts of interest or the appearance of such conflicts. As set out under the heading “Different Interests” below, GASC has established policies and procedures and has implemented operational and compliance controls, to the extent necessary, that seek to address and mitigate conflicts of interest that arise as a result of the different business activities of the Funds and the GASC Vehicles, but no assurances can be given that such policies, procedures or controls will fully or successfully address potential conflicts of interest stemming from such differing business activities. Subject to GASC’s internal compliance policies and approval procedures, GASC and its affiliates may engage, from time to time, in personal trading of securities and other instruments, and the GASC Vehicles make and hold investments that are permitted to be made by GASC personnel under the terms of the governing documents of the GASC Vehicles, which include investments in hedge funds and private equity funds that are not affiliated with GASC. It is possible that such hedge funds and private equity funds own interests in portfolio companies in which the Funds also hold interests. Allocation of Investment Opportunities among the Funds and in relation to GASC Actis expects to be presented with certain investment opportunities that would be suitable not only for a single Fund, but also for other Funds and other investment vehicles operated by advisory 18  affiliates of Actis. In determining which investment vehicles should participate in such investment opportunities, Actis and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. Except as required by the Governing Documents, Actis is not obligated to recommend any investment to any particular investment vehicle. Investments by more than one client of Actis in a portfolio company also have the potential to raise the risk of using assets of a client of Actis to support positions taken by other clients of Actis. Additionally, while it is not expected that investment opportunities which are suitable for the Funds will regularly also be suitable for the GASC Vehicles, there are Funds with investment programs expected to have limited overlap with the investment programs of certain GASC Vehicles. In accordance with the relevant Governing Documents of such Funds, such Funds are not expected to be offered investment opportunities sourced and/or developed by GASC which have not been sourced and/or developed by the Transferred Personnel, notwithstanding that such investment opportunities may fall within a Fund’s investment strategy. Conversely, such Funds (with limited overlap with the investment programs of certain GASC Vehicles) will have priority over such GASC Vehicles with respect to investment opportunities sourced by the Transferred Personnel and the Actis business unit (and not other business units of GASC) for such Funds. GASC and Actis will seek to make all allocations of investment opportunities in a fair and equitable manner and in accordance with each applicable client’s governing documents and related disclosure. Actis must first determine which Fund(s) will, or are required to, participate in the relevant investment opportunity. Actis generally assesses whether an investment opportunity is appropriate for a particular Fund based on the Governing Documents, as well as factors including, but not limited to, investment restrictions and objectives (including those set forth in the Governing Documents, where applicable), strategy, risk profile, time horizon, target returns, asset composition, diversification limitations, cash level (if any), applicable tax and regulatory considerations, life cycle, structure and other relevant factors. For example, a newly organized Fund generally will seek to purchase a disproportionate amount of investments until it is substantially invested. A Fund generally reserves the right to invest together with other Funds advised by an affiliate of Actis in the manner set forth in the Governing Documents the investment allocation policies and procedures of Actis and GASC. Actis will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable to its clients under the circumstances over time consistent with Actis’ obligations and reserves the right to take into consideration factors such as those set forth above. In other circumstances, during the period that a portfolio company is owned by a Fund, it could become a suitable investment for one or more other Funds due to size, revenue, earnings, change in business focus or other characteristics. LP Co-Investments Following such determination of allocation among Funds, Actis reserves the right to offer co- investment opportunities to one or more potential co-investors, including operating partners, vendors, service providers and/or other third parties, as determined by the Governing Documents, Side Letters and the investment allocation policies and procedures of Actis and GASC. Actis’ procedures permit it to take into consideration a variety of factors in making such determinations, including, but not limited to: expressed interest in co-investment opportunities; expertise of the prospective co-investor in the geographic location, market or industry to which the investment opportunity relates; perceived ability to quickly execute on transactions; tax, regulatory, securities laws and/or other legal considerations (e.g., qualified purchaser or qualified institutional buyer 19  status); perceived ease of process in coordinating or completing the investment with the prospective co-investor or co-investors similar thereto; size of the investment allocation; existence of a formal or informal strategic relationship with the prospective co-investor; the size and/or timing of a commitment to a Fund; confidentiality or publicity concerns; and whether Actis believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant portfolio company, other portfolio companies the Funds or Actis. Although Actis reserves the right to consider a prospective co-investor’s willingness to invest in future Funds, such willingness generally will not be the sole determining factor considered by Actis in identifying co-investors. Actis reserves the right to grant certain third-party investors the opportunity to evaluate specified amounts of prospective co-investments in Fund portfolio companies or otherwise to have priority in co-investment opportunities. Furthermore, Actis or its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other Fund investors, and the consideration of the factors set forth above likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and Actis expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to General Partner’s Shares and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of a Fund’s Governing Documents and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the General Partner’s Share offset provisions of a Fund’s Governing Documents. In order to facilitate the acquisition of a portfolio company, a Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. Thus, it is possible that, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post- closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co- investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in Actis’ sole discretion, Actis reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are not so charged or reimbursed (including charges or reimbursements required pursuant to applicable law), they generally will be borne by the relevant Fund. In such event, the relevant Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such 20  investment has appreciated or should be higher than that paid (or willing to be paid) by a co- investor. To the extent such a syndication is made, the General Partner’s interest in limiting the Fund’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. When and to the extent that personnel and related persons of Actis and its affiliates make capital investments in or alongside certain Funds, Actis and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Actis’ allocation of investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. While Actis will allocate investment opportunities in a manner that it believes is fair and equitable to its clients under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which Actis expects to be subject, discussed herein, did not exist. In addition, the Funds and co-investors may from time to time enter into joint and several obligations with respect to obligations as between themselves, on the one hand, and any third party, on the other hand, that arise in connection with investments entered into by the Funds and/or any co-investors. In such instances, the Funds and/or any co-investors, as the case may be, will contribute to such obligation or promptly reimburse each other for such contribution so that such obligations are ultimately borne by them on a pro rata basis or in such different proportions that Actis determines in its discretion to be fair and equitable under the circumstances. Follow-On Investments by Co-Investors. Co-investors are typically entitled to elect to participate in their pro rata share of any follow-on investments to the initial investment in which they participated. Because co-investors are not typically obligated to participate in follow-on investments, they will from time to time elect not to participate in a follow-on investments, in which case the amounts that would have been allocated to such co-investors will then be reallocated to the Limited Partners who participated in any prior investment in the portfolio company up to their unfunded capital commitments (net of any reserves) and the Sponsor Co-Investors who currently commit capital to the Sponsor Co- Investment Funds and who participated in any prior investment in the portfolio company. Secondary Transferees 21  In certain cases, Actis will have the opportunity (but, subject to any applicable restrictions or procedures in the Governing Documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, Actis will not receive compensation for identifying such transferees, and will use its discretion to select such transferees based on eligibility and other factors, and unless required by the Governing Documents, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. Inter-Funds Conflicts Where multiple Funds invest at the same, different or overlapping levels of a portfolio company’s capital structure, there is a potential for conflicts of interest in determining the terms of each such investment. Questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, may raise conflicts of interest, particularly with respect to Funds that have invested in different securities within the same portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, Funds may or may not provide such additional capital, and if provided, each Fund generally will supply such additional capital in such amounts, if any, as determined by Actis in its sole discretion. Because of the different legal rights associated with debt and equity of the same portfolio company, Actis expects to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). If a Fund enters into any indebtedness with another Fund on a joint and several basis, the relevant General Partner is expected to enter into one or more agreements that provide each Fund with a right of contribution, subrogation or reimbursement. In administering, or seeking to reinforce, these agreements, Actis expects to be subject to potential conflicts of interest, for example between a Fund with a reimbursement obligation and a Fund seeking reimbursement. In certain circumstances Funds are expected to be prohibited from exercising (or Actis may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Fund or the other may be subject to creditor claims regarding subordination of interests. Actis intends to mitigate any potential conflicts by structuring such agreement in a manner intended to cause each Fund to bear its proportionate share of the applicable indebtedness. Potential conflicts are expected to arise when and to the extent a Fund makes investments in conjunction with an investment being made by another Fund, or if it were to invest in the securities of a company in which another Fund has already made an investment. A Fund may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Funds. This likely will result in differences in price, terms, leverage and associated costs. Where multiple Funds invest in the same company at different times, the first Fund to invest typically will bear a higher level of diligence and transaction fees, costs and expenses than later Funds; similarly, to the extent a transaction does not proceed, the first Fund to invest typically will bear the full amount of Abort Costs relating to the transaction, regardless of whether other Funds could or would have invested in the company in potential future 22  transactions. Further, there can be no assurance that the relevant Fund and the other Fund(s) or vehicle(s) with which it co-invests will exit such investment at the same time or on the same terms. Actis and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally, including in instances where different portfolio managers or personnel express different views regarding the same investment. There can be no assurance that the return on one Fund’s investments will be the same as the returns obtained by other Funds participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Funds. In that regard, actions taken for one or more Funds may adversely affect other Funds. Conflicts related to Fees and Expenses Subject to any relevant restrictions or other limitations contained in the Governing Documents, Actis will allocate fees and expenses in a manner that it believes is fair and equitable to its clients under the circumstances over time and considering such factors as it deems relevant, but in any case in its sole discretion. In exercising such discretion, Actis expects to be faced with a variety of potential conflicts of interest. As a general matter, Fund expenses typically will be allocated among all relevant Funds or co- invest vehicles receiving the benefit of such expenses (in the relevant General Partner’s sole discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by Actis or its affiliates using their reasonable judgment, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across these vehicles. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining which Funds or co-invest vehicles benefit (or the extent to which they benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of Funds or co-invest vehicles receiving related benefits or proportionately in accordance with asset size, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or Actis. The Funds generally have different expense reimbursement terms, including with respect to General Partner’s Share offsets, which is expected in certain cases to result in the Funds bearing different levels of expenses with respect to the same investment. If multiple Funds or a Fund and a GASC Vehicle participate in an investment together, or otherwise incur overlapping expenses, subject to the Governing Documents of such Fund(s) and GASC Vehicle(s), GASC will seek to allocate expenses among such Fund(s) and GASC Vehicle(s) (i) on a pro rata basis based on the amount invested, (ii) on a pro rata basis based on committed capital, (iii) based on actual usage or benefit, (iv) on a pro rata basis based on number of investors, or (v) in such other manner that GASC determines in its discretion to be fair and equitable under the circumstances provided, that expenses specifically attributable to the Fund(s) or the GASC Vehicle(s) may be allocated to such Fund(s) or GASC Vehicle(s), as applicable. In addition, there may be circumstances when the combined platform considers an investment on behalf of a Fund and/or a GASC Vehicle and determines not to make such investment (but the combined platform retains the institutional knowledge created by consideration of such investment); however, at a later point in time, one or more Fund(s) or GASC Vehicle(s) could eventually make such investment. In these circumstances, such other Fund or GASC Vehicle would likely benefit from 23  research undertaken by the original investment team and/or from costs borne by the relevant Fund or GASC Vehicle (as applicable) in historically pursuing the potential investment. Such later acquiring Fund or GASC Vehicle (as applicable) will not be required to reimburse the relevant Fund or GASC Vehicle which originally considered the opportunity for expenses incurred in connection with such research. Facts, circumstances and complexities will arise in allocating expenses, particularly when the allocation methodology is not explicitly set forth in the Governing Documents of the relevant Fund(s) and GASC Vehicle(s). The allocation of expenses may present conflicts of interest among GASC, the Fund(s) and the GASC Vehicle(s). The process of attributing expenses to any of the foregoing is inherently subjective, requires the use of certain assumptions and the making of certain determinations. GASC seeks to allocate expenses in a fair and equitable manner, which may require different allocation methods (for example, with respect to the type of expenses incurred) in different circumstances over time taking into consideration the relevant facts, circumstances and estimations, and the intended economic outcome of the allocation methodology set forth in the applicable Governing Documents. Portfolio Company Board Appointments As a result of the Funds’ controlling interests in portfolio companies, Actis and/or its affiliates typically have the right to appoint portfolio company board members (including current or former Actis personnel or persons serving at their request), or to influence their appointment, and to determine or influence a determination of their compensation. Portfolio company board members frequently approve compensation and/or other amounts payable to Actis and/or its affiliates. Except to the extent such amounts are subject to the Governing Documents’ offset provisions, they will be in addition to any General Partner’s Shares or carried interest paid by a Fund to Actis. Service Provider Expenses Additionally, a portfolio company typically will reimburse Actis or service providers retained at Actis’ discretion for expenses (including, without limitation, travel expenses) incurred by Actis or such service providers in connection with its performance of services for such portfolio company. Service provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by Actis personnel. This subjects Actis and its affiliates to conflicts of interest because the Funds generally do not have an interest or share in these reimbursements, and the amount of such reimbursements over time is expected to be substantial. Actis determines the amount of these reimbursements for such services in its own discretion, subject to the internal reimbursement policies and practices of Actis and GASC. Although the amount of individual reimbursements typically is not disclosed to investors in any Fund, their effect is reflected in each Fund’s audited financial statements, and any fee paid or expense reimbursed to Actis or such service providers generally is subject to: agreements with or review by sellers, buyers and management teams; the review and supervision of the board of directors of or lenders to portfolio companies; and/or third party co-investors in its transactions. These factors help to mitigate related potential conflicts of interest. Actis Information 24  In connection with its services to the Funds and their investments, Actis, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of Actis’ operations, including research, due diligence, investment monitoring, operational improvements and investment activities, Actis and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Actis Information”). In many cases, Actis Information will include tools, procedures and resources developed by Actis to organize or systematize Actis Information for ongoing or future use. Although Actis expects its Funds and their portfolio companies generally to benefit from Actis’ possession of Actis Information, it is possible that any benefits will be experienced solely by other or future Funds or portfolio companies (or by Actis and its personnel) and not by the Fund or portfolio company from which Actis Information was originally received or derived. Actis Information will be the sole intellectual property of Actis and solely for the use of Actis. Actis reserves the right to use, share, license, sell or monetize Actis Information, without offsetting or otherwise reducing General Partner’s Shares, and the relevant Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Funds or portfolio companies are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, travel rewards, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such programs are expected to vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in the rewards program, rather than the portfolio companies, the Funds or their respective investors; no such rewards will offset or reduce General Partner’s Shares. Service Providers Actis generally exercises its discretion to recommend to a Fund, a Platform, or to a portfolio company thereof that it contract for services with certain service providers, and such service providers are expected to include: (i) Actis or a related person of Actis (which is permitted to include a portfolio company of such Fund); (ii) an entity with which Actis or its affiliates or current or former personnel has a relationship or from which Actis or its affiliates or their personnel otherwise derives financial or other benefit, including relationships with joint venturers or co- venturers, or relationships where Actis personnel are seconded, or from which Actis receives secondees; or (iii) certain Limited Partners or their affiliates. For example, Actis expects to be presented with opportunities to receive financing and/or other services in connection with a Fund’s investments from certain Limited Partners or their affiliates that are engaged in lending or related business. This discretion subjects Actis to conflicts of interest, because, although Actis selects service providers that it believes are aligned with its operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Fund or Platform, Actis has a potential incentive to recommend the related or other person (including a Limited Partner) because of its financial or other business interest. There is a possibility that Actis, because of such belief or for other reasons (including whether the use of such persons could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant Funds or Actis), would favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Actis will not necessarily seek out the lowest cost options when incurring (or causing a Fund, a Platform or its portfolio companies 25  to incur) such expenses. Although Actis generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending service providers. Additionally, Actis expects certain service providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships and the timing of services these persons have the potential to have information advantages relative to other investors or co-investors, and likely will be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors. Based on the foregoing factors, Limited Partners should not expect service providers to Actis or any Fund or Platform to provide services that will be the most beneficial to any Limited Partner. Certain advisors, other service providers and/or their respective affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants and investment or commercial banking firms) to the Funds and their portfolio companies may also provide goods or services to, or have business, personal, political, financial or other relationships with, GASC and/or the GASC Vehicles. Such advisors and service providers may be investors in the GASC Vehicles, sources of investment opportunities for GASC, the Funds or the GASC Vehicles, or co-investors with or counterparties to transactions involving the foregoing or portfolio companies of GASC Vehicles. GASC also has a financial interest in certain service providers that are utilized by GASC Vehicles (and may, in the future, be utilized by the Funds); however, no fees or revenue received by GASC in connection therewith will be shared with the Funds. These relationships may influence GASC in deciding whether to select or recommend any such advisor or service provider to perform services for the Funds or portfolio companies thereof (the cost of which will generally be borne directly or indirectly by the Funds or such portfolio companies, as applicable). In addition, spouses and partners of GASC or its affiliates could be employed or affiliated with certain service providers to GASC, the Funds, the GASC Vehicles and their respective portfolio companies. In certain circumstances, advisors and other service providers or their respective affiliates may charge rates or establish other terms in respect of advice and services provided to GASC, the GASC Vehicles or their respective portfolio investment issuers that are different and more favorable than those established in respect of advice and services provided to the Funds and their portfolio investments (and vice versa). GASC could from time to time enter into informal arrangements with service providers that provide for fee discounts for services rendered to GASC and their employees or subsidiaries. For example, certain law firms retained by GASC have in the past offered fee discounts for non-investment transaction legal services, such as legal advice in connection with estate planning, residential real estate purchases and related matters. Legal services rendered for investment transactions, however, are typically charged to GASC on a “full freight” basis. In certain circumstances where Actis commits or has committed to seek “market” or “arms-length” rates or terms, Actis will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Actis reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, Actis undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, Actis reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential 26  conflicts of interest. Whether or not Actis has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Actis Personnel at Portfolio Companies In certain circumstances, current or former Actis personnel are expected to serve in interim or part- time roles at a portfolio company, or provide services to a portfolio company as a secondee or in similar capacities, whether or not while maintaining certain legacy economic arrangements, benefits, support services or indicia of employment at Actis. Under such arrangements, Actis and/or the relevant portfolio company is authorized to pay all or a portion of the personnel costs of such employee, or supervise or oversee such employee. These arrangements have the potential to create conflicts of interest, in that amounts paid by a portfolio company in connection with secondee relationships (including compensation, benefits and other incentives or opportunities (including investment opportunities)) or to former personnel generally will not offset or reduce the General Partner’s Share. Due to the nature of secondee relationships, which are often initiated to meet a temporary portfolio company need, the arrangements between such personnel and the related portfolio company are expected to change over time, and in many cases will be terminated when the portfolio company is sold or when the position can be filled on a longer-term or permanent basis. Personnel may or may not return to Actis at the end of such secondee arrangement. Operating Partners at Portfolio Companies In addition, as described above, portfolio companies (and, to a lesser extent, the Funds) typically pay certain fees to, and reimburse expenses of, operating partners and other consultants (including consultants introduced or arranged by Actis and/or its affiliates that regularly provide services to one or more portfolio companies), and such amounts do not offset or reduce the General Partner’s Share as described herein. Actis and/or its affiliates reserve the right to agree to compensate certain of such persons to the extent portfolio company-related compensation falls below certain specified levels on an aggregate annualized basis, or provide other compensation. Operating partners are expected to include former personnel of Actis or certain portfolio companies, and in some circumstances former operating partners are expected to become Actis personnel or personnel of portfolio companies. Consequently, the determination of whether individuals are operating partners is expected to vary and/or be revisited, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that Actis otherwise would be required to bear. Operating partners generally receive investment opportunities, reimbursements and other compensation that do not offset or reduce the General Partner’s Share of any Fund, as described herein, and the use of operating partners is expected to fluctuate and/or expand over time. To the extent that operating partners are paid retainers or guaranteed minimum compensation amounts, there is the possibility that certain portfolio companies or Funds will bear a greater share of such compensation due to the utilization of the operating partners’ services at a time when fewer portfolio companies or Funds make use of such operating partner. Under many of these arrangements, including where operating partners are paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or tangible work product generated by the operating partners. In certain 27  cases, including where a Fund does not own a controlling interest in a portfolio company, the portfolio company, its management and/or equity holders potentially will not agree to engage and/or bear the costs of operating partners. In such cases, where the relevant General Partner believes the services of the operating partners will benefit a portfolio company, it is authorized to cause the Fund to bear such costs directly, resulting in the Fund bearing a disproportionate share of those costs vis-à-vis other equity holders of a portfolio company, notwithstanding that other equity holders in that portfolio company will receive the benefit of any returns that result from operating partners services. Although the use of operating partners and the allocation of compensation paid to them by Actis, its affiliates and/or the portfolio companies subjects Actis and/or its affiliates to potential conflicts of interest, Actis believes that such potential conflicts have the potential to be reduced by the anticipated cost savings to portfolio companies (which is expected to be to the benefit of the applicable Fund(s)) that will result if the cost of the operating partner is lower than market rates for the services provided and/or if the services of the operating partner align with Actis’ model for the portfolio company and improve portfolio company performance. Although Actis seeks to retain operating partners with a view to reducing costs to portfolio companies (and, ultimately, the Funds) and/or improving portfolio company performance, a number of factors may result in limited or no cost savings from such retention. Actis also seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that Actis believes will align such persons’ interests with those of the Funds’ Limited Partners, and seeks to retain operating partners and service providers which it believes provide a level of service at a value generally consistent with other relevant market alternatives. However, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Platform Investments A Fund is permitted to establish or invest in platform companies or similar platform investments that seek to acquire interests in other companies and/or assets. While the relevant Fund would typically be involved in the strategy and oversight of any platform investment, a platform investment typically would retain its own management team and/or other personnel to operate, administer and manage the platform on a daily basis. In such cases, the relevant Fund generally will directly or indirectly bear the expenses related to developing and operating the platform investment, including overhead expenses (such as real estate, technology, salaries, bonuses, personnel costs and incentive-based compensation (e.g., equity, a profits interest, options and warrants)), investment sourcing and diligence expenses, transaction fees and other related expenses. Such expenses generally will not offset any General Partner’s Share paid by the Funds. Such platform investments create potential conflicts of interest. For example, management teams sometimes provide services that are similar to, and that may overlap with, services provided by Actis and its personnel to the Funds, and certain Actis professionals are expected to serve on the boards of, or otherwise provide services to, platform investments. Because Actis (and not the Funds) otherwise generally pays the salaries of its employees, Actis has an incentive to cause a platform investment to retain its own management team instead of relying on Actis employees to provide managerial services, or to deploy existing Actis employees as members of such platform investment’s management team. In addition, Actis generally will have the ability to influence significantly the form and amount of compensation paid to such management teams. Members of 28  platform investment management teams also may render services exclusively to the platform or provide the same or similar services to other Funds and/or portfolio companies. Affiliate Transactions Moreover, securities or other obligations to be sold on behalf of one or more of GASC Vehicles may be suitable for purchase by a Fund and vice versa. In such circumstances, if GASC and/or any of its affiliates determine, in good faith, that the transaction is in the best interest of a Fund and each participating other Fund and/or GASC Vehicle, the securities or other obligations may be transferred between the Fund and such other Fund or GASC Vehicle at the then-fair market value, except that GASC and/or any of its affiliates will not receive a commission (directly or indirectly) in connection with such cross trade. Any cross transaction will be made subject to any requirements set forth in the Governing Documents of such Fund and the policies and procedures of GASC. Furthermore, GASC will conduct any principal transactions in accordance with the provisions of Section 206(3) of the Advisers Act and the Governing Documents of the Fund. Actis reserves the right to cause a Fund to enter into a transaction whereby the Fund (i) purchases securities from, or sells securities to, other Funds managed by Actis, or co-investors or co- investment vehicles or (ii) co-invests alongside such other Funds or co-investors. Such transactions may arise in the context of automatic or other re-balancing of an investment among parallel investing entities or in contexts where a portfolio company owned by one Fund is acquired by a portfolio company acquired by another Fund. In some cases a portfolio company of one Fund will be merged with or into a portfolio company owned by another Fund. Any of these transactions raise potential conflicts of interest, including where: (i) the investment of one Fund supports the value of portfolio companies owned by another Fund; or (ii) the transaction allows Actis or its affiliates to realize carried interest or receive future General Partner’s Shares or other compensation with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by the Governing Documents or otherwise in the sole discretion of Actis, Actis reserves the right to seek to mitigate such conflicts by seeking input from an unaffiliated third party (including the use of a consultant or investment banker paid for by the relevant Fund(s) to opine as to the fairness or “arm’s-length” nature of a purchase or sale price, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of Actis) or by obtaining the consent of the relevant Fund(s) (including, where authorized, the consent of each Fund’s LPAC) to such transactions. Actis reserves the right to determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction (including its value) to the Fund under then-current market conditions and therefore determine not to obtain a consent or fairness opinion (except where required by applicable law). Actis intends that any such transactions be conducted in a manner that it believes to be fair and equitable to each Fund under the circumstances, including a consideration of the potential present and future benefits with respect to each Fund. Further, cross transactions are expected to arise in the context of automatic or other re-balancing of investments among parallel investing entities, and in such circumstances Actis generally will not seek a fairness opinion or LPAC consent given that such transactions typically are effected close in time to the initial Fund’s investment or pursuant to authorizing provisions in the relevant Governing Documents. 29  Indemnification Although Actis generally structures underlying fund vehicles to avoid circumstances in which one vehicle ultimately bears liability for all or part of the obligations of another fund vehicle within the same Fund complex, in certain circumstances lenders and other market participants negotiate for the right to face only select fund vehicles, which may result in a single fund vehicle being solely liable for the share of the relevant obligation of other fund vehicles within the same Fund complex and/or joint and several liability among fund vehicles within the same Fund complex. In such cases, Actis intends to cause the relevant other fund vehicles to enter into a back-to-back guarantee, indemnification or similar reimbursement arrangement, although the fund vehicle undertaking the obligation in the first instance generally will not receive compensation for being primarily liable under these arrangements. In other circumstances, lenders and other market participants are expected to seek “cross default” rights under which a Fund will be treated as in default under the relevant facility in the event of a default by another Fund or an Actis affiliate relating to their respective lending or other facilities; if any such provision were to be triggered, a Fund’s Limited Partners could suffer adverse effects resulting from any default by any Fund or an Actis affiliate, whether or not related to the Fund in which such Limited Partners have invested. Ownership Interests in Portfolio Companies Actis and/or its affiliates reserve the right to employ or engage personnel with pre-existing ownership interests in portfolio companies owned by the Funds or other investment vehicles advised by Actis and/or its affiliates; conversely, current or former personnel or executives of Actis and/or its affiliates are expected to serve in significant management roles at portfolio companies or service providers recommended by Actis. Similarly, Actis, its affiliates and/or personnel maintain relationships with (or invest in) financial institutions, service providers and other market participants, including, but not limited to, managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, current and former personnel, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, Actis and/or its affiliates and/or the Funds or other investment vehicles they advise. In other circumstances, these vendors are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through Actis entities, whether or not relating to financing Actis personnel obligations to fund General Partner commitment obligations) to Actis personnel and their estate planning vehicles. Actis expects to be subject to a potential conflict of interest with a Fund in recommending the retention or continuation of a third-party service provider to such Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in one or more Funds, will provide Actis information about markets and industries in which Actis operates (or is contemplating operations) or will provide other services that are beneficial to Actis or one or more other Funds. For example, Actis reserves the right to cause a Fund to make payments to investment banks and/or other intermediaries, all or a portion of which is for the purpose of generating future deal flow for such Fund; however, there can be no assurance that such payments will result in future deal flow, and in certain cases, future deal flow may inure to the benefit of another or a successor Fund rather 30  than the Fund that is making the payment. Actis expects to be subject to a potential conflict of interest in making such recommendations, in that Actis has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for a Fund, while the products or services recommended may not necessarily be the best available to a Fund or its portfolio companies. Personal Transactions Actis, its affiliates, and equity holders, officers, principals and personnel of Actis and its affiliates reserve the right to buy or sell securities or other instruments that Actis has recommended to a Fund. In addition, officers, principals and personnel reserve the right to buy non-public securities in transactions deemed unsuitable for a Fund, but will not in such circumstances be required to share in, reimburse or compensate the relevant Fund for due diligence or other expenses (including Abort Costs) incurred by the Fund in connection with the Fund’s consideration of the relevant investment opportunity. Any such transactions are subject to any restrictions in the Governing Documents and any related policies and procedures set forth Actis’ and GASC’s policies and procedures. The investment policies, fee arrangements and other circumstances of these investments generally vary from those of any Fund. Personnel and related persons of Actis have, and are expected to continue to have, capital investments in or alongside certain Funds, or in prospective portfolio companies directly or indirectly, as well as in investment vehicles (including private funds) sponsored by potential competitors, and therefore expect to have additional potential conflicting interests in connection with these investments. Conflicts related to Distributions in Kind A Fund’s General Partner generally is permitted to receive a distribution in kind from the Fund, including in connection with investment dispositions or the payment in kind of amounts owed to the General Partner as carried interest (which generally will be made using the value of the relevant securities on the date of distribution). In such circumstances, there is a potential conflict of interest between the General Partner (and its beneficial owners) and the relevant Fund’s Limited Partners. For example, the General Partner and its beneficial owners may intend to hold the investment for a different time period than Actis deems suitable for the Fund. Although the General Partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following the Fund’s disposition thereof, neither the relevant Fund nor its Limited Partners will benefit from the increase, and over time the economic benefit to the General Partner and its beneficial owners could exceed the value of the General Partner’s pro rata interest in the Fund and the amount of carried interest owed. To the extent the beneficial owners of the General Partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the Fund or its Limited Partners. No Overlap Except to the extent prohibited by the Governing Documents, Actis and its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) 31  for other pooled investment vehicles, accounts or SPACs the investment or business strategy of which does not overlap with the Fund(s) and to receive compensation (including in the form of General Partner’s Shares, performance-based compensation, founders’ equity or similar interests) relating thereto. Subject to any limitations imposed by the Governing Documents and anti- “assignment” provisions of the Advisers Act, Actis and its personnel are also permitted to offer, restructure and monetize interests in Actis. Timing Capital Calls Because there is a fixed investment period after which capital from investors in a Fund may only be drawn down in limited circumstances and because General Partner’s Shares are, at certain times during the life of a Fund, based upon capital invested by such Fund, this fee structure creates an incentive to deploy capital when Actis may not otherwise have done so. Actis’ Discretion The Governing Documents provide Actis with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters that in each case have the potential to affect Actis’ compensation. In making such determinations, Actis is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for Actis or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s General Partner’s Share and carried interest compensation arrangements. Actis expects to be incentivized to cause a Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are Impaired Value Investments) in order to receive greater ongoing General Partner’s Shares and, potentially, earlier and/or larger carried interest distributions than would otherwise be the case. In addition, under the Governing Documents, Actis is generally afforded discretion to determine the timing and nature of certain transactions and characterize the proceeds received in respect thereof, and will at times have a conflict of interest in making such determinations. By way of example, in the event of a partial disposition of a portfolio investment, Actis has the ability to determine, the portion of the investment that has been disposed of and the capital contributions made by investors that are attributable to such portion. Actis may have an incentive to make these allocations in a way that benefits Actis’ ability to receive, or that increases the amount of, carried interest. General Partner’s Share Calculation Where the General Partner’s Share is calculated taking into account the valuation of an investment, Actis will have incentives to make determinations that result in the continued payment of, or a higher, General Partner’s Share. Where the Governing Documents do not require General Partner’s Shares to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, Actis is incentivized to pursue such transactions. Additionally, the amount of carried interest owed to the relevant General Partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the relevant 32  General Partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the relevant Governing Documents. Conflicts related to Valuation Actis’ wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by the relevant General Partner or its affiliates in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the relevant General Partner’s determination that an investment is an Impaired Value Investment, and except as set forth in the Governing Documents, neither the General Partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the Fund’s holding period. The General Partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Governing Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of Actis’ compensation is dependent in part on an investment’s status as an Impaired Value Investment, the relevant General Partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although, Actis intends to operate in accordance with the Governing Documents and GASC’s Valuation Policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Supplemental Fees Since Actis is permitted to retain certain Supplemental Fees (as described under “Fees and Compensation”) in connection with Fund investments, it expects to be subject to a potential conflict of interest in connection with approving transactions and setting such compensation. In many cases, Supplemental Fees are based on enterprise value or other metrics relating to a portfolio company, but also have the potential to be charged on a flat-fee basis or based on another metric, and there can be no assurance that the amount of Supplemental Fees charged will be proportional to the amount of hours of work performed or tangible work product generated on behalf of the portfolio company. Additionally, Actis, its personnel, affiliates or others designated by Actis expect to receive compensation in the form of portfolio company securities. To the extent any such securities are received, after any applicable offset provisions in the Governing Documents are applied (typically based on the then-present value of such securities), Actis and/or such other recipients will be permitted to retain such securities, and in doing so will be subject to potential conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the portfolio company and/or Actis) or retain such securities for a period consistent with their own financial and investment objectives, which may differ from those of the relevant Fund. In addition, because portfolio company securities typically represent newly issued incentive equity (whether in the form of common stock, warrants or options to buy common stock, or similar 33  instruments), the receipt of compensation in the form of securities typically has the result of diluting a Fund’s relative ownership of the portfolio company awarding such compensation. In certain circumstances, such as those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, Actis reserves the right to accrue, defer or forego payments of Supplemental Fees, and reserves the right to charge interest at then-available rates with respect to such amounts. In such cases, in accordance with the Governing Documents, investors will not receive the benefit of General Partner’s Share offsets with respect to such amounts until they are actually received. Side Letters Actis and/or its affiliates reserve the right to enter into Side Letters with certain investors in a Fund providing such investors with different or preferential rights or terms, including, but not limited to, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of Actis’ compensation), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on the Fund’s LPAC, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, excuse rights relating to particular investments (which may increase the percentage interest of other investors in, and contribution obligations of other investors with respect to, such investments) or withdrawal and/or related rights with respect to the Fund generally in certain limited regulatory and/or policy related circumstances, including without limitation, as a result of a Limited Partner’s specific policies or certain violations of federal, state or non-U.S. laws, rules or regulations, such as so-called “pay-to-play” rules with respect to public pension plan investors (which may materially increase the percentage interest of other investors in, and contribution obligations of other investors with respect to, such investment and expenses, and reduce the overall size of the Fund), limitations of liability, rights relating to sovereign immunity status and jurisdiction, rights or terms necessary in light of particular legal, regulatory or public policy characteristics of an investor, voting rights, investment pacing restrictions, as well as economic, procedural and other terms, many of which will not be subject to the “most-favored nation” provisions of a Fund’s Governing Documents. Actis is likely to have its own economic and/or other business incentives to provide certain terms to certain Limited Partners, e.g., based on commitment amount to a Fund or the timing thereof, the ability of a Limited Partner to provide sourcing or other services to Actis, its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to Actis, its affiliates and personnel, or the Funds. Further, Side Letters also are expected to relate to strategic relationships under which an investor agrees to make Commitments to multiple Funds. Except in the circumstances and on the timing required by Governing Documents and/or applicable law, other investors will not receive copies of Side Letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, Actis, the relevant General Partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such Side Letters. Side Letters subject Actis to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights 34  relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other Side Letter rights are likely to confer benefits on the relevant Limited Partner at the expense of the relevant Fund or of Limited Partners as a whole, including in the event that a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. GASC Services and Vendors GASC (and the Funds) may utilize research, custodial, insurance or other services or products from providers that are affiliated with investors in the GASC Vehicles. In all such instances, these service agreements are negotiated at arm’s-length and GASC does not receive reduced or discounted fees and fee arrangements. Portfolio companies owned by the Funds may participate in purchasing, vendor or similar arrangements with Actis, its affiliates and other portfolio companies. Such arrangements may involve the sharing of risk, such as under group insurance arrangements where deductibles are shared or calculated with regard to the group rather than individual insured parties. Actis has incentives to use or to recommend products or services of one portfolio company to another, which generally will involve fees, commissions, servicing payments or other compensation. Potential conflicts of interest arise in making such recommendations, as Actis has incentives to maintain goodwill between it and its former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. In most cases, the relevant Fund(s) will not consent, participate in the negotiations or be directly involved in such arrangements. GASC may also introduce one portfolio company to another portfolio company and, as a result, one portfolio company may provide goods and/or services to another portfolio company. In addition, GASC may introduce vendors to a portfolio company and recommend that a portfolio company use certain vendors (such as, for example, software implementation or technology hardware procurement), and such vendors may agree to give such portfolio company preferential pricing. GASC and the Funds do not receive any fees or benefits as a result of commercial relationships between portfolio companies or between a vendor and a portfolio company. GASC (and the Funds) may receive business services or products from portfolio companies. Such transactions are generally negotiated at arm’s-length. In addition, if there is a portfolio company that sells goods or retail products to consumers, GASC and its affiliates may receive discounts to purchase such products. Discounted prices or better terms offered by a portfolio company to GASC, Actis, any other portfolio company or third parties have the potential to affect the returns of the portfolio company. LPAC 35  In general, the Funds have a Limited Partner Advisory Committee (“LPAC”) that consist of representatives of certain Limited Partners in such Funds. Any approval or consent given by a Fund’s LPAC tends to be binding on such Funds and all of their Limited Partners. Members of an LPAC may also be authorized to give approvals or consents required under the Advisers Act, including in respect of conflicted transactions (including principal transactions under Section 206(3) of the Advisers Act) and consents to the “assignment” of a client’s advisory agreement under the Advisers Act. Members of LPACs owe no fiduciary duty to the Funds, are under no obligation to act in the best interests of the Funds as a whole, and could choose to act only in the best interests of the Limited Partner with which such member is affiliated. Although Actis has adopted policies and procedures designed to manage conflicts among Funds, members of LPACs could themselves have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to their advisory boards or sub-committees for consideration or review. Among other things, the possibility exists that the respective LPACs of two or more Funds will have overlapping membership, and such overlapping membership may result in a member having a conflict of interest. For example, in a cross trade situation where Actis arranges for a Fund to purchase an investment from or sell an investment to another Fund, if an LPAC member has an interest in both Funds involved in the cross trade, such member could favor one Fund over the other if such member’s interests are more aligned with the Fund it favors. As a result, if the member has an interest unrelated to Actis, it could choose not to act in the best interests of the Fund that it represents. In such instances, Actis expects that such LPAC member will act in the best interests of the Funds that it represents; however, there is no assurance that such conflicts of interest will be eliminated. Furthermore, there could arise certain instances where, notwithstanding that a Fund’s Governing Documents could suggest that a particular transaction or conflict of interest ought to be submitted to the LPAC for its review or consent, Actis could instead defer to the judgment of a portfolio investment’s board of directors (or equivalent body) with respect to such transaction or conflict of interest, including, for example if such portfolio investment is publicly traded, if the Fund does not control such portfolio investment or if the portfolio investment has its own conflicts committee. Additionally, it is expected that Limited Partners in the Funds who designate representatives to participate on the LPACs may, by virtue of such participation, have more information about the Fund and investments in certain circumstances than other investors generally and may be provided information in advance of communication to other investors generally. The Funds’ LPACs are expected to be asked from time to time to approve transactions in which GASC has an actual or potential conflict of interest because a GASC Vehicle is participating in such transaction. Investors should be aware that it is possible a, LPAC member could also be a member of the LPAC for one or more of GASC Vehicle involved in the applicable transaction or relationship giving rise to an actual or potential conflict of interest. Accordingly, such member’s interests are likely to be different from the interests of another LPAC member whose membership on any such committee is limited to that LPAC only and such interests could influence such person’s decisions as a member of such committee. GASC as Lender 36  GASC or an affiliate of GASC may from time to time act as lender or other provider of financing to one or more GASC funds (including, as the case may be, the Funds) as part of the consortium of lenders or other providers of financing to one or more GASC funds. Any such transaction will give rise to conflicts of interest between GASC or the relevant affiliated financing provider, on the one hand, and the GASC funds, on the other hand. To mitigate these conflicts, any such transaction will be made only in accordance with GASC’s policies and procedures and on overall terms that GASC determines in good faith are no less favorable to the GASC funds, as applicable, than would be obtained in a transaction with an unaffiliated party. Investment Activities of Actis’ principals During the investment period of a Fund, all appropriate investment opportunities will be pursued by Actis principals through such Fund, subject to certain limited exceptions set forth in the Governing Documents and the investment allocation policies and procedures of Actis and GASC. Without limitation, Actis may at any time market, organize, sponsor or act as general partner or manager or as the primary source for transactions for one or more other Funds. Actis personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. Actis’ principals and Actis’ investment staff will continue to manage and monitor such investments until their realization Such other investments may raise conflicts of interest for which the resolution may not be currently determinable. For example, portfolio companies of one or more Funds will be in competition with one or more other Funds’ portfolio companies, and Actis’ principals may service of the boards of potentially competing portfolio companies. Additional conflicts may arise in the allocation of management resources among the Funds. Notwithstanding the foregoing, Actis’ principals will devote such time and attention to the activities of the Funds as is required for the efficient conduct thereof. Abort Costs Any transaction expenses relating to unconsummated investments generally will be borne by the relevant Fund(s), except to the extent borne by co-investors or other third parties. Transaction- related expenses associated with consummated investments can, in certain circumstances, be charged to the relevant portfolio company rather than paid by the relevant Fund(s). Depending on the circumstances, such transaction-related expenses may be paid directly by the portfolio company or capitalized into the cost of the transaction. The practice of causing a portfolio company to be bear transaction-related expenses can have the effect of reducing the overall amount of such expenses borne by a Fund (insofar as it results in other investors in the portfolio company, such as co-investors and management-related investors, bearing a portion of the expenses that might otherwise be borne solely by the Fund (and indirectly, by the Fund’s investors)), but can also result in an increase in the value of the portfolio company for purposes of calculating the General Partner’s Share payable to Actis during periods when a Fund’s General Partner’s Share is calculated on the basis of actively invested capital. If transaction-related expenses relating to consummated investments are not paid directly by such portfolio company or capitalized in the manner described above, then they can be paid by the applicable Fund(s) and included in the cost of investment, including for purposes of determining a Fund’s actively invested capital for General Partner’s Share calculations. The inclusion of transaction-related expenses in the determination of 37  a Fund’s actively invested capital increases the basis upon which General Partner’s Shares are calculated, and Actis therefore has a conflict of interest in determining whether certain expenses are in fact transaction-related and the extent to which they may be included in the determination of a Fund’s actively invested capital. This conflict may, however, be mitigated insofar as the inclusion of such amounts in actively invested capital increases the value of the Fund’s interest in a portfolio company for purposes of the Fund’s carried interest waterfall and contributes towards the preferred return that must be received on an investment before Actis is able to receive carried interest in connection with the investment’s realization. Borrowing In borrowing on behalf of a Fund, Actis is subject to conflicts of interest between repaying its obligations and retaining such borrowed amounts for the benefit of the Fund, and in circumstances where interest accrues on any such outstanding borrowings at a rate lower than the relevant Fund’s preferred return, is expected to have incentives to cause the Fund to borrow in this manner rather than drawing down capital commitments. Where a preferred return begins to accrue after capital contributions are due (regardless of when the Fund borrows, makes the relevant investment, or pays expenses) and ceases to accrue upon return of these capital contributions, the use of borrowing to shorten the period between calling and returning capital limits the amount of time the preferred return will accrue. In circumstances where there is not a preferred return on funds borrowed in advance or in lieu of calling capital, Fund-level borrowing typically will reduce the amount of preferred return to which the Limited Partners would otherwise be entitled had the General Partner called capital, and thus could result in the relevant General Partner receiving carried interest sooner than it would without borrowing. The relevant General Partner generally will not participate in a Fund-level borrowing facility, and generally will not bear the related costs attributable thereto, including interest expenses or costs payable, in which case such amounts will be borne solely by the Limited Partners. In addition, when the General Partner’s Share is calculated as a percentage of invested capital, a Limited Partner may pay General Partner’s Shares on borrowed amounts used to fund investments that have not yet been realized even though such amounts would not accrue preferred return as described above. It is expected that the costs relating to the establishment and/or maintenance of a subscription line of credit will be significant, and there can be no assurance that the benefits to Limited Partners will be commensurate with such costs. Actis will effect such borrowings consistent with a Fund’s Governing Documents and in a manner it believes to be fair and equitable under the circumstances to the relevant Fund. Conflicts relating to Strategic Relationship with Insurance Business General Atlantic and its affiliates own and may in the future invest in economic and voting interests in, and manage capital on behalf of, certain insurance or reinsurance businesses (the “Insurance Accounts”). With respect to allocation of investment opportunities, the Insurance Accounts could participate in various investment strategies by investing alongside the Funds and/or Other Advisory Clients in some or all of their investments in such strategy; in this regard such co- investment opportunities could be allocated only to such Insurance Account outside of the Funds and/or Other Advisory Clients (and not to any Limited Partner) even though such investment opportunity arose from an investment of the Funds and/or Other Advisory Clients. The investment 38  advisory arrangements between the Insurance Account, on the one hand, and General Atlantic, on the other hand, have broad investment mandates that are expected to overlap, at times materially, with those of the Funds and Other Advisory Clients. Depending on the allocation of such assets to a strategy, the timing of such allocation and the manner in which such allocation is implemented (that is, by investments in or alongside the Funds and/or Other Advisory Client(s)), the investment by the Insurance Accounts in the same strategies as Other Advisory Clients could result in materially less availability of discretionary investment opportunities for the Funds, such Other Advisory Clients or co-investment opportunities for Limited Partners. General Atlantic and Actis will allocate investment opportunities among the Fund, the Insurance Accounts and Other Advisory Clients in accordance with their investment allocation policies and procedures (which can be amended at any time) in a manner designed to ensure allocations of such opportunities are made in a manner they deem to be fair and equitable over time, and, in addition to the considerations discussed above, also expect to consider in their determinations of whether to allocate investments to the Funds and/or the Insurance Accounts in addition to, or instead of, Other Advisory Clients: (i) the suitability of a proposed investment for the Insurance Accounts, the Funds and/or Other Advisory Clients; (ii) whether a proposed investment is prohibited or required to be presented to the applicable Other Advisory Clients by the governing documents of such Other Advisory Clients, contemplated in the disclosure documents of Other Advisory Clients or likely to result in adverse legal, tax or similar consequences to the relevant Other Advisory Clients; and (iii) whether a proposed investment can be made on the same terms and conditions for the Insurance Accounts, the Funds and Other Advisory Clients in a manner consistent with their respective governing documents and investment strategies. General Atlantic, any affiliate thereof or one or more Other Advisory Clients could acquire interests in, General Atlantic or an affiliate thereof could enter into advisory arrangements with, or any of the foregoing could otherwise transact or enter into relationships with, other businesses (such as, by way of example only and without limitation, other insurance businesses unaffiliated with General Atlantic), some of which could be portfolio companies of General Atlantic, its affiliates, Other Advisory Clients or the Funds in a manner similar to the relationships with the Insurance Accounts. In any such case, the conflicts and other issues described in this section would be likely to apply, and could potentially apply more acutely depending on the nature and degree of the relationship with respect to each such other business. ITEM 7. TYPES OF CLIENTS Actis provides investment advice solely to its Fund clients, and references throughout this Brochure to “clients” and to Actis’ related duties to and practices on behalf of its clients and/or investors should be construed accordingly. The Funds generally include investment partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended. The investors participating in the Funds include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities and often 39  include, directly or indirectly, principals or other personnel of Actis and its affiliates and members of their families, operating partners or other service providers retained by Actis or a Fund, as well as executives of portfolio companies. Investors typically are required to meet certain suitability qualifications, such as being an “accredited investor” under Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and a “qualified client” as defined in Rule 205-3 of the Advisers Act. The relevant General Partner also generally is permitted to establish Funds that are alternative investment vehicles in order to permit certain investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the Governing Documents of the related Fund. The Funds generally have a minimum investment amount for third-party investors, which are specified in the relevant Governing Documents. Actis generally is permitted to waive such minimum investment amount, to extent permitted under the relevant Governing Documents or in accordance with applicable law. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS The following is a summary of the investment strategies and methods of analysis employed by Actis. This summary should not be interpreted to limit in any way Actis’ investment activities. Actis offers advisory services, provides advice with respect to investment strategies and make investments, including those that might not be described in this Brochure. Specific descriptions of such strategies and methods are included in each Fund’s Governing Documents. There can be no assurance that the investment objectives of any Fund will be achieved. A. Method of Analysis and Investment Strategies Investment Strategy Actis is a private investment firm that pursues global growth market opportunities in real assets through three complementary business lines—energy infrastructure, sustainable infrastructure and real estate—that are believed to benefit from Actis’ in-house operating professionals and long- term experience in the target markets. Actis’ investment advisory services consist of identifying and evaluating investment opportunities, negotiating investments, managing and monitoring investments and achieving dispositions for investments. Investments are predominantly in non- public companies, although investments in public companies are permitted. The investment strategies of Actis’ business lines vary, but there is a common focus on opportunities to acquire critical infrastructures that provide essential services. In identifying suitable opportunities, Actis will assess, amongst other criteria the macroeconomic health of target 40  markets, the stability of their applicable regulatory frameworks, the strength of contractual protections available and the robustness of associated tools for risk mitigation, as well as rigorous sustainability criteria. There can be no assurance that Actis will achieve the investment objectives of any Fund and a loss of investment is possible. Investment Process Deal Sourcing and Due Diligence. Actis markets its investment criteria to its local and international deal source network with frequent mailings, telephone calls, public relations, conference attendance and in-person meetings. Once a potential investment is identified, Actis develops an investment thesis and, through a detailed due diligence process, seeks to verify such thesis and investigate the major business risks. As part of its diligence process, Actis identifies a list of potential operational improvements, which are tested and validated with expert industrial advisors. Develop Restructuring and Operating Plan. Senior members of the professional and operating staff of Actis and its affiliates develop a restructuring and operating plan prior to the close of each transaction focusing on the target’s strengths, weaknesses, competitive position, industry trends and other relevant factors. Build Management Team. Actis may supplement or replace the management team at a new portfolio company or advise the existing management team on ways to improve performance. Actis and its affiliates routinely search for highly qualified senior managers and often identify qualified candidates prior to making the next investment. In certain instances, operating professionals of Actis or its affiliates will fill key management roles (including chief executive officer or chief financial officer) on an interim basis immediately following closing until a professional management team can be assembled. Maintain Active Involvement in Portfolio Companies. Actis aims to act decisively with respect to newly acquired portfolio companies and typically makes significant changes to the company within the first three to six months after acquisition. Thereafter, Actis stays actively involved in the management of the portfolio companies by, among other things, requiring its portfolio companies to distribute weekly flash reports and scheduling frequent meeting with the senior staff to focus on operations, competition, new products and personnel. Internal Growth and Add-on Acquisitions. Once the above strategies have been implemented, Actis will often seek to utilize the portfolio company’s cash flow, equity value and borrowing capacity to accelerate growth through new product and market opportunities and add-on acquisitions. Exit Strategy. Once a portfolio company has restored a track record of sales growth and consistent profitability, Actis will consider appropriate exit strategies, including the sale to a strategic or financial buyer, an initial or secondary public offering or a recapitalization. Factors considered include the company size, company growth rate, industry and competitive dynamics, banking market conditions and capital market conditions. 41  Long-Term Investment Horizon and Liquidity Actis typically seeks to build companies over a long-term investment horizon, but maintains flexibility with respect to the ultimate timing of investment dispositions in order to capitalize on market and exit opportunities. Actis works with portfolio company management teams to balance building company value and realizing liquidity for Actis’ investors. B. Risks Associated with an Investment in the Funds General Risk Factors Additionally, each Fund and its investors bear the risk of loss that Actis’ investment strategy entails. The risks involved with Actis’ investment strategy and an investment in a Fund include, but are not limited to: General Economic and Market Rules Investment in Private Companies. The Funds will invest predominantly in unlisted companies. Prior to making any investment, a thorough due diligence of compliance with statutory and corporate requirements by the portfolio company will be performed. Actis will carry out periodic reviews with a view to ensuring compliance with necessary regulations however cannot certify that its portfolio companies are fully compliant with such regulations. This risk is more significant in the case of unlisted companies. Additionally, unlisted companies are not regulated by the same disclosure and investment protection norms that apply to listed companies. Lack of Sufficient Investment Opportunities. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. However, regardless of the extent to which the Commitments of the limited partners are invested (or drawn down to be invested), the limited partners will be required to bear General Partner’s Shares through such Fund during the investment period based on the entire amount of the limited partners’ Commitments to such Fund and other expenses as set forth in the Governing Documents. Changes to the Regulatory Framework. Many of the investments and investment strategies employed by Actis are subject to numerous laws and regulations in many jurisdictions. In addition, Actis, the Funds and their affiliates invest or operate in multiple jurisdictions that are governed by a number of different legal systems and regulatory regimes, some of which are new and evolving. As a result, Actis, the Funds and their affiliates are subject to a number of risks, including changing laws and regulations, developing interpretations of such laws and regulations, judicial decisions and scrutiny by regulators. Some of this evolution may result in scrutiny or claims against Actis, the Funds and their affiliates directly for actions taken or not taken by them or result in ambiguity or conflict among legal or regulatory schemes applicable to their businesses, all of which could adversely affect the Funds or the value of their investments. Further, and in particular in light of the changing global regulatory climate, the Funds may be required to register under certain foreign laws and regulations, and need to engage distributors or other agents in certain non-U.S. jurisdictions in order to market interests to potential investors. The effect of any future regulatory change on the Funds could be substantial and adverse. In addition, as alternative asset managers 42  are, or are perceived to be influential participants in the U.S. and global financial markets and economy generally, the private funds industry has been subject to criticism by some politicians, regulators, market commentators, academics, activists and traditional and social media. It is anticipated that, in the normal course of business, Actis (and GASC) will have contact with governmental authorities and/or may be subjected to responding to questionnaires or examinations. The Funds may also be subject to regulatory inquiries concerning their positions and trading. Furthermore, various federal, state, and local agencies have been examining the role of placement agents, finders, and other similar service providers in the context of investment by public pension plans and other similar entities, including investigations and requests for information, and in connection therewith, new and/or proposed rules and regulations in this arena may increase the possibility that Actis and its affiliates may be exposed to claims and/or actions that could require a Limited Partner to withdraw from one or more Funds. Thus, Actis, the Funds and their affiliates face the risk of potential litigation and regulatory action. These risks are often difficult or impossible to predict, avoid or mitigate in advance. The effect on an investor’s investment in a Fund, or on Actis, the Funds or their affiliates, of any such legal risk, litigation or regulatory action could be substantial and adverse. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including any General Partner’s Share payable to the General Partner) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including unfunded Commitments. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company, Fund, General Partner, Actis or one or more of their respective service providers is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses may occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, Actis, the General Partners, the Funds and/or portfolio companies may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Actis’, the General Partners’, the Funds’, portfolio companies’ and/or service providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In certain events, a failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud- based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any of such 43  circumstances could subject a portfolio company, or the relevant Fund, to substantial losses, including losses relating to: misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In addition, in the event that such a cyber-attack or other unauthorized access is directed at Actis or one of its service providers holding its financial or investor data, Actis, its affiliates or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under policies and practices of Actis and GASC. Force Majeure Risk. Force majeure is the term generally used to refer to an event beyond the control of the party claiming that the event has occurred, including cyclones, earthquake, tsunami, landslide, flood, explosion, fire, acts of God, and war. Some force majeure events may adversely affect a party’s ability to perform its obligations until it is able to remedy the force majeure event. In some cases, project agreements can be terminated if the force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, pre-agreed time period. Force majeure events that are incapable of, or costly to, remedy may also have a permanently adverse effect on a portfolio company. Inflation. Global markets have experienced substantial rates of inflation in recent years. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economics and securities markets of certain economies. Wages and prices of inputs increase during periods of inflation, which can negatively impact returns on the Funds’ investment(s). In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. The Funds’ portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, a portfolio company may earn more revenue but may incur higher expenses. As inflation declines, a portfolio company may not be able to reduce expenses commensurate with any resulting reduction in revenue. Many infrastructure businesses rely on concessions to mitigate the inflation risk to cash flows through escalation provisions linked to the inflation rate. While these provisions may protect against certain risks, they do not protect against the risk of a rise in real interest rates, which is likely to create higher financing costs and may reduce the amount of levered, after-tax cash flow generated by a portfolio company. There can be no assurance that inflation will not become a serious problem in the future and thus have an adverse impact on the Funds’ returns. Geo-Political Risk. Geopolitical relations between governments may have significant macroeconomic effects on the global economy (including, but not limited to, currency fluctuations and/or other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise)). To the extent that existing and/or future geopolitical, trade and/or other disputes develop between countries, there could be additional significant impacts on the industries and sectors in which the Fund seeks to make investments, the jurisdiction of investments and other adverse impacts on investments or the Funds more generally. 44  Purchase or Transfer of LP Interests. Purchase of Limited Partner interests in any Fund should be considered a long-term investment. Subject to the terms set forth in each Fund’s Governing Documents, Limited Partners generally may not sell, redeem or transfer their interests in a Fund without the consent of Actis. Each Fund is not obligated to, nor does it intend to, register the interests or create any form of secondary market in order to permit the resale or transfer thereof by Limited Partners. Because of these restrictions and the absence of a secondary market for the interests, Limited Partners may be unable to liquidate their investments even though financial circumstances would make liquidation advisable or desirable. In certain circumstances, such as when restricting the sale or transfer of interests would result in a risk of default by a Limited Partner, Actis may approve of a purchase or transfer of a particular Limited Partner’s interests in a Fund to another Limited Partner, Actis and/or one or more affiliates, as determined in Actis’ discretion. Such transfers, including where the identification of potential transferees is dependent on Actis, may pose conflicts of interest due to the asymmetrical information that exists between Actis and the transferring Limited Partner with respect to the valuation of the relevant Fund’s interests and the potential that the transferee may obtain the transferring Limited Partner’s interests for less than fair value. Involuntary Withdrawal Of Interests. Subject to any limitations in the Governing Documents of a Fund, Actis and/or its affiliates may cause an investor to withdraw all or any portion of such investors’ interests in a Fund at any time, with prior written notice, and for any reason in its discretion, including if the investor’s continued investment is likely to result in an adverse legal, pecuniary, tax, regulatory, administrative, reputational or other adverse consequence to the Fund, any of its Limited Partners, Actis and/or its affiliates, including in order to prevent the assets of the Fund from being considered “plan assets” under ERISA, or if any litigation is commenced or threatened against the Fund, any of its Limited Partners, Actis and/or its affiliated persons arising out of, or relating to, such investor’s participation in the Fund. Upon such a withdrawal, the withdrawn investor will receive an amount (in cash, in-kind or in the form of a note) equal to the value of its interest in the Fund (generally, as determined by GASC and/or its affiliates in its discretion, subject to the terms and conditions of the Governing Documents of such Fund) calculated as if the Fund were wound up and liquidated or dissolved. This value may not accurately reflect the future value of an investor’s interest in the Fund. In the event of such a withdrawal, the withdrawn investor will not participate in the Fund’s profits (or losses) following such withdrawal. Default by Other Investors. In a closed-end commingled Fund, if a Limited Partner fails to fund its share of its capital commitment or other payment obligations to the relevant Fund when due, and the combination of capital contributions made by non-defaulting investors and borrowings by the Fund are inadequate to cover the defaulted contribution, the Fund could fail to meet its obligations or complete investments that would otherwise have been suitable for the Fund. If the Fund is subject to penalties as a consequence, the returns to all investors (including non-defaulting investors) may be materially adversely affected. If a Limited Partner defaults, it may be subject to various remedies as provided in the Governing Documents of a Fund, including, without limitation, a forfeiture of its interests therein, preclusion from further investment in the Fund and participation in further investments by the Fund, reductions in its capital account balance and a forced sale or redemption of its interest at a discount. Actis or one or more of its affiliates has the ability to draw down additional capital contributions from the non-defaulting Limited Partners (regardless of whether they are investors in the specific vehicle to which the default relates) to fund the shortfall caused by the defaulting investor(s) in amounts in excess of what such investors 45  would have been required to fund had such defaulting investor(s) not defaulted on their capital contribution obligations. A default by a Limited Partner may also limit the Fund’s ability to incur borrowings and avail itself of what would otherwise have been available credit. Risks Associated with the Funds’ Portfolio Companies Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities issued by non-public troubled companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, which can result in substantial losses. Indeed, investments in troubled companies involve a higher degree of risk than other investments. Concentration of Investments. Each Fund will participate in a limited number of investments (and may seek to make several investments in one industry or one industry segment or within a short period of time) and, as a consequence, the aggregate return of a Fund may be materially affected by the performance of a single investment or a single industry segment. Need for Follow-On Investments. Following its initial investment in a given portfolio company, Actis is permitted to decide to provide additional funds to such portfolio company or consider the opportunity to increase its investment in a portfolio company, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons. There can be no assurance that any Fund will make add-on investments or that any Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make add-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made), result in a lost opportunity for such Fund to increase its participation in a successful operation or the dilution of the relevant Fund’s ownership in a portfolio company if a third party or co-investor is permitted to invest. Non-U.S. Investments. The Funds expect to invest in companies that are organized, headquartered and/or have substantial sales or operations outside of the United States, its territories and possessions. Such investments may be subject to certain additional risks due, among other things, to potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates and capital repatriation regulations (as such regulations may be given effect during the term of a Fund) and the application of complex tax rules to cross border investments, possible imposition of non-U.S. taxes on a Fund and/or the partners with respect to such Fund’s income, and possible non-U.S. tax return filing requirements for such Fund and/or the partners. Controlling or Minority Stakes. A Fund may assume control positions in its portfolio companies, either alone or jointly with other parties. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liabilities in respect of which the limited liability generally characteristic of business operations may be ignored. A Fund may also hold minority positions in certain portfolio companies or acquire securities that are subordinated vis-à-vis other securities as to economic or management rights or other attributes. A Fund may therefore have limited ability to protect its position, or liability arising from, such 46  companies and might not always be in a position to protect its interests effectively, particularly if management teams pursue objectives which are inconsistent with those of such Fund. To the extent a Fund invests alongside third parties, such as institutional co-investors or private equity funds of other sponsors, or is subject to terms and conditions imposed by portfolio company lenders, or makes a minority investment, the relevant portfolio company may be controlled or influenced by persons who have economic or business interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the such Fund or its Limited Partners. Such third parties may be in a position to take action contrary to the Fund’s business, tax or other interests, and the Fund may not be in a position to limit such contrary actions or otherwise protect the value of its investment. When taking non-control positions, a Fund generally will seek to negotiate certain negative controls and veto rights on major decisions, but there can be no assurance that a Fund will be able to control the timing or occurrence of an exit strategy for such portfolio companies in a manner that maximizes or protects value. Importance of Key Executives. The success of a Fund will depend in substantial part on the ability of key executives of Actis to locate, select, develop and realize appropriate investments. There can be no assurance that such key executives will continue to be employed by Actis, or to function on behalf of the relevant Fund nor that suitable replacements will be found should they become incapacitated. As a result, a Fund’s performance could be adversely affected should one or more key executives cease to participate in the activities of the relevant Fund. Dynamic Investment Strategy. While Actis generally intends to seek attractive returns for each Fund through the investment strategy and methods described herein, Actis is permitted to pursue additional investment strategies and/or modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the Governing Documents. Actis is permitted to pursue investments outside of the industries and sectors in which Actis has previously made investments or has internal operational experience. Leveraged Investments. A Fund is permitted to make use of leverage by incurring or having a portfolio company or intermediate entity incur debt to finance all or a portion of certain investments, whether on a temporary or long-term basis. Leverage generally magnifies both such Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. Leverage often imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and potentially will constrain its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of such Fund’s investments in the leveraged portfolio companies in a down market. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Fund. In the event any portfolio company cannot generate adequate cash flow to 47  meet its debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of such Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Furthermore, the companies in which a Fund invests generally will not be rated by a credit rating agency. Except where otherwise required by the relevant Governing Documents, a Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. A Fund is also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in such situations, it is not expected that such Fund would be compensated for providing such guarantee or exposure to such liability. The use of leverage by a Fund generally also will result in fees, interest expense and other costs to such Fund that may not be covered by distributions made to such Fund or appreciation of its investments. While Fund- level borrowings generally will be subject to limitations set forth in the Governing Documents and interim in nature, asset-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. A Fund generally is permitted to incur leverage on a joint, several, joint and several or cross- collateralized basis with one or more other Funds and entities managed by Actis or any of its affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. It is also possible that certain co-investors (including management, any roll-over investors and/or third-party co- investors) will not share in incurring such leverage and that the Fund will disproportionately bear the risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by Commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. To the extent a Fund provides bridge financing to facilitate portfolio company investments, it is possible that all or a portion of such bridge financing will not be recouped within the time period specified in the Governing Documents, in which case the investment would be treated as a permanent investment of the Fund. As a result, the relevant Fund’s portfolio could become more concentrated with respect to such investment than initially expected or otherwise provided for under the Fund’s investment limitations, certain of which exclude bridge financing investments. Subscription Lines. A Fund generally is permitted to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing or refinancing of the Fund’s investments, as well as to consolidate or make less frequent capital calls to Limited Partners. Fund-level borrowing subjects Limited Partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the Limited Partners, Limited Partners may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any 48  Limited Partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s Limited Partners and the terms of the Governing Documents, it may be higher than the interest rate a Limited Partner could obtain individually. To the extent a particular Limited Partner’s cost of capital is lower than the relevant Fund’s cost of borrowing, Fund-level borrowing can negatively impact a Limited Partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for Limited Partners to make contributions to a Fund, or results in short-term gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby may be deemed to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Fund- level borrowing can increase the base of a Fund’s General Partner’s Share calculation, such as during periods where General Partner’s Shares are based in whole or in part on an acquisition cost that includes a borrowing component. Because General Partner’s Shares are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant General Partner has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fund-level borrowing arrangements, and the repayment or non- repayment thereof, can also influence the determination of the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s General Partner’s Share calculation under the Governing Documents. Conflicts of interest also have the potential to arise to the extent that a subscription line is used to make an investment that is later sold in part to co- investors (including one or more co-investing Funds) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and the Limited Partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant General Partner’s ability to consent to the transfer of a Limited Partner’s interest in a Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy. In addition, in order to secure a subscription line, the relevant General Partner may request certain financial information and 49  other documentation from Limited Partners to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more Limited Partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay the then-current amount outstanding under a subscription line could cause short- term liquidity concerns for Limited Partners that would not arise had the relevant General Partner called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a Limited Partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the Limited Partner to meet the accumulated, larger capital calls at the same time. A General Partner is authorized to use Fund-level borrowing to pay General Partner’s Shares and to reimburse Actis for expenses incurred on behalf of the relevant Fund. A Fund is also permitted to utilize Fund-level borrowing when a General Partner expects to repay the amount outstanding through means other than Limited Partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Fund ultimately is unable to repay the borrowings through those other means, Limited Partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment appreciates in value and is disposed of prior to repayment, the relevant Fund generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by Limited Partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to Limited Partners and increase the potential carried interest for the relevant General Partner, as reduced by the interest incurred by the relevant Fund. Subject to any limitations in the Governing Documents, this scenario potentially incentivizes the relevant General Partner to permanently fund the acquisition and ongoing capital needs of a Fund’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Investment- and Intermediate Entity-Level Borrowing. Under the Governing Documents, each Fund is authorized to incur indebtedness that is secured by any assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Fund, including without limitation to: finance any investment-related activities of the Fund; 50  increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of General Partner’s Shares; make, hold or dispose of investments; provide financing or refinancing; fund the payment of amounts to withdrawing Limited Partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Additionally, a Fund is expected to enter into letters of credit in support of one or more of its investments, including for the purpose of such Fund agreeing to fund additional equity financing or capital expenditures into a portfolio company (regardless of who the beneficiary to such letter of credit may be) at a certain time or upon the occurrence of a certain event. Hedging Arrangements; Related Regulations. A General Partner is authorized (but not obligated) to endeavor to manage the relevant Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. The Funds are permitted to incur costs related to such hedging arrangements, which are permitted to be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. Litigation. A portfolio company may become engaged in litigation or arbitration proceedings or other disputes with third parties. These proceedings and disputes may relate to (i) commercial agreements in relation to the construction, development, operation, maintenance and / or insurance of projects entered into with vendors, suppliers, service providers or other third parties, (ii) financing agreements entered into with lenders or other providers of capital, (iii) agreements or relationships between the portfolio company and sponsors or governmental entities, or (iv) other matters. Damages, costs, expenses and attorney’s fees incurred by a portfolio company arising from any third-party claims could have an adverse effect on the business, results of operations or financial condition of the portfolio company and, potentially, the relevant Fund. Although the portfolio company may maintain insurance for some potential liabilities, this insurance may not be available, or if available may not be sufficient to cover any claim. In addition, the portfolio company may be entitled to indemnification with respect to some third-party claims or liabilities, but the scope, 51  terms and amount of any indemnities may be insufficient to cover all potential costs and liabilities and any lost revenues or consequential damages. Investment Regulatory Compliance. Certain investments made by the Funds may result in reporting and compliance obligations under the applicable regulations of the various jurisdictions in which the Funds make investments. The costs of compliance will be borne by the applicable Fund. In addition, investments by the Funds are or may become subject to regulation by various agencies within or outside of the United States. New and existing regulations, changing regulatory schemes and the burdens of regulatory compliance all may have a material negative impact on the performance of the Funds. Actis cannot predict whether new legislation or regulation will be enacted by legislative bodies or governmental agencies, nor can it predict what effect such legislation or regulation might have. There can be no assurance that new legislation or regulation, including changes to existing laws and regulations, will not have a material negative impact on the Funds’ investment performance. Public Company Holdings. A Fund’s investment portfolio may contain debt and/or equity securities issued by publicly held companies. Such investments may subject a Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of such Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including Actis’ principals, and increased costs associated with each of the aforementioned risks. Restricted Nature of Investment Positions. Generally, there will be no readily available market for a substantial number of each Fund’s investments and hence, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to the partners of a Fund and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such partners. After a distribution of securities is made to the partners, many partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such partners may be lower than the value of such securities determined pursuant to the Governing Documents, including the value used to determine the amount of carried interest available to Actis with respect to such investment. Climate Change. The Funds may acquire investments that are located in areas which are subject to climate change. Any portfolio companies located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the Funds’ business and operations. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise and extreme temperatures. As a result of these physical impacts from climate-related events, the Funds may be vulnerable to the following: risks of property damage to the Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Funds’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage, for investments in areas subject to severe weather, decreased net migration to areas in 52  which investments are located, resulting in lower than expected demand for the products and services of the investments; increased insurance claims and liabilities; increased energy cost impacting operational returns; changes in the availability or quality of water or other natural resources on which the business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment and economic distributions arising from the foregoing. Investments in Emerging Markets. The Funds may make investments in securities issued by portfolio companies that are located in emerging markets. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other, more established economies or markets. In addition to the risks outlined in the “Non-U.S. Investments” risk factor above, such additional risks may include, among others, (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including conflict or social unrest; (iii) increased likelihood of governmental involvement in, and control over, the economy; (iv) governmental decisions to cease support of economic reform programs or to impose central planning of the economy; (v) less extensive regulation of financial and other markets; (vi) greater regulatory uncertainty; (vii) greater volatility, less liquidity and smaller capitalization of markets; (viii) greater volatility in currency exchange rates; (ix) greater risk of inflation; (x) higher dependence on exports and the corresponding importance of international trade; (xi) greater controls on foreign investment and limitations on the realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (xii) less developed corporate laws, including regarding fiduciary duties of officers and directors and the protection of investors; (xiii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiv) maintenance of the Funds’ investments with non-U.S. brokers and securities depositories; (xv) risks associated with differing cultural expectations and norms regarding business practices; (xvi) less developed compliance culture; (xvii) differences in auditing and financial reporting standards, which may result in the unavailability of material information about portfolio companies; (xviii) less developed, reliable or independent judicial systems for the enforcement of contracts or claims; (xix) public health issues, including less developed public health infrastructure that is not able to adequately respond to public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19; and (xx) threats or incidents of corruption or fraud that may cause the Funds not to pursue certain investments, or to alter certain activities, liquidate certain portfolio investments or liquidate such investments prior to or after the time when the General Partner would otherwise choose to liquidate to achieve optimal returns, all of which may cause losses or have other negative impacts on the Funds or their portfolio investments. Repatriation of investment income, assets, and the proceeds of sales by foreign investors, such as the Funds, may require governmental registration and/or approval in some emerging markets. The Funds could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by the Funds or gains from the disposition of such financial instruments and other assets. 53  In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties, and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Many emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not proceed at the same pace as market developments, which could result in investment risks. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among tribal, local, regional, and national requirements or authorities. In certain cases, the laws and regulations governing investments in securities and/or assets may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political, or nationalistic influences remain largely untested in some countries. The Funds may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non- U.S. courts.CFIUS and National Security/ Investment Clearance Considerations. Certain transactions by the Funds that involve the acquisition or sale of a business connected with or related to national security or critical infrastructure may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”), in addition to non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of interests in the entity purchasing such business, including with respect to CFIUS, where a co-investor or other partner is a “foreign person” under applicable regulations. Certain of the Funds’ Limited Partners are expected to be “foreign persons,” and in the aggregate, may comprise a substantial portion of the relevant Fund’s capital commitments, which may increase the risks of an investment being subject to CFIUS’ jurisdiction and the likelihood of CFIUS imposing restrictions on an investment. CFIUS agency practice is evolving rapidly, and CFIUS exercises substantial discretion in deciding how to interpret, apply and enforce the implementation of regulations. As a result, as is the case currently there can be no guarantee that investments by the Funds will not be reviewable by CFIUS and/or non-U.S. national security/investment clearance regulators or that CFIUS and/or non-U.S. national security/investment clearance regulators will not seek to evaluate the Fund’s investment activities. In the event that CFIUS or another regulator reviews – or would be expected to review – one or more of the proposed or existing investments of the Funds, there can be no assurances that the relevant Fund will be able to maintain, or proceed with, such transactions on terms acceptable to the Fund, or that such investment would be allocated to, or consummated by, the Fund rather than to one or more other Funds or GASC Vehicles. CFIUS or another regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the relevant Fund from (i) maintaining or pursuing investments, (ii) disposing of investments and/or (iii) disclosing all information regarding certain transactions to all the relevant Limited Partners, which could adversely affect the performance of the relevant Fund. Beginning on January 2, 2025, the U.S. Department of the Treasury’s Outbound Investment Security Program went into effect, which prohibits or requires notification of certain types of outbound investments by U.S. persons into certain entities located in or subject to the jurisdiction of China, Hong Kong, and Macau (as well as certain entities subject to Chinese ownership or control) that are engaged in the development of certain national security technologies and products (presently, certain semiconductors and microelectronics, quantum information technologies, and artificial intelligence technologies), as well as any other countries that are or may be designated under the program’s regulations. Together, these regulations may affect the relevant Fund’s 54  business and operations. In the event that CFIUS, the U.S. Department of Treasury administering the Outbound Investment Security Program, or a non-U.S. national security/investment clearance regulator reviews one or more of the proposed or existing investments of the relevant Fund, there can be no assurances that the Fund will be able to maintain, or proceed with, such transactions on terms acceptable to the Fund or Actis. Such regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the relevant Fund from (i) maintaining or pursuing investments in certain jurisdictions and/or (ii) disposing of investments already made in such jurisdictions, or may increase the cost and time associated with such activities, which could adversely affect the performance of our investment vehicles and in turn adversely affect our profitability. Environmental, Social and Governance (“ESG”) Matters. Actis maintains a Responsible Investment & Sustainable Policy and seeks to integrate certain ESG factors into its investment process in accordance with its policy and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. Applying ESG factors to investment decisions is subjective by nature, and Actis expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by Actis, or any judgment exercised by Actis, will reflect the beliefs, values, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. In addition, Actis’ Responsible Investment & Sustainable Policy and associated ESG practices are expected to evolve over time. Although Actis views the integration of ESG factors to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, Actis cannot guarantee that its ESG program will positively impact the performance of any individual investment or Fund. The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class, and investment strategy. ESG factors, issues, and considerations do not apply in every instance and will vary by Fund and investment. In addition, in evaluating an investment, Actis expects to depend upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources which could be incomplete, inaccurate or unavailable, and which could cause Actis to incorrectly assess a company’s ESG practices and/or related risks and opportunities. Actis does not intend independently to verify all ESG information reported by investments or third parties. Further, ESG practices are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers. Actis’ adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also a growing regulatory interest across jurisdictions in improving transparency regarding how asset managers identify and manage financially material ESG risks, as well as how they define and measure ESG performance. At the same time, anti-ESG sentiment has also gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions. the definition, measurement and disclosure of ESG factors. Actis’ Responsible Investment & Sustainable Policy and associated ESG practices could become subject to additional regulation, regulatory scrutiny, penalties or enforcement in the future, and Actis cannot guarantee that its current approach including Actis’ Responsible Investment & Sustainable Policy and associated ESG practices will meet future regulatory requirements, reporting frameworks or best practices, 55  increasing the risk of related enforcement. Compliance with new requirements is expected to lead to increased management burdens and costs. Business and Regulatory Risk of Investment Funds. Legal, tax and regulatory changes, as well as judicial decisions, could adversely affect Actis and the Funds, particularly those Funds that are private funds. In particular, the regulatory environment relevant to private investment funds is evolving and may entail increased regulatory involvement in Actis’ business or result in ambiguity or conflict among legal or regulatory schemes applicable to Actis’ business, all of which could adversely affect the investment strategies pursued or the value of investments held by a Fund. During 2023 and 2024, the SEC and the U.S. Department of the Treasury’s Financial Crimes Network (“FinCEN”) voted to adopt several new rules and amendments that will affect Actis’ business and the Funds. In addition, during this same time period, the SEC proposed several new rules and amendments that, if adopted, can be expected to affect Actis’ business and the Funds: Recently Adopted Rules: Anti-Money Laundering/Countering the Financing of Terrorism. In August 2024, FinCEN adopted a new rule that imposes anti-money laundering/countering the financing of terrorism (“AML/CFT”) requirements upon certain investment advisers, including SEC-registered investment advisers and exempt reporting advisers, with certain exclusions. The new rule, among other things, requires advisers to (i) implement a risk-based and reasonably designed AML/CFT program; (ii) file certain reports, such as Suspicious Activity Reports and Currency Transaction Reports with FinCEN; (iii) keep certain records; and (iv) follow certain information-sharing procedures. FinCEN has delegated its examination authority for the requirements of this rule to the SEC. Advisers are required to comply with the final rule beginning on January 1, 2026. Creating or updating an existing AML/CFT program to comply with the new rule will require significant time and expense. In addition, the new rule will create the risk of increased regulatory scrutiny by the SEC upon examination and increased contact from FinCEN in support of law- enforcement investigations. Beneficial Ownership Reporting Rule Amendments. In October 2023, the SEC adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Exchange Act. The amendments update Regulation 13D-G to require market participants to provide more timely information on their positions. Exchange Act Sections 13(d) and 13(g), along with Regulation 13D-G, require an investor who beneficially owns more than 5% of a covered class of equity securities to publicly file either a Schedule 13D or a Schedule 13G, as applicable. Among other things, the amendments (i) shorten the deadline for initial Schedule 13D filings and amendments; (ii) generally accelerate the filing deadlines for Schedule 13G beneficial ownership reports; (iii) clarify the Schedule 13D disclosure requirements with respect to derivative securities; and (iv) require that Schedule 13D and 13G filings be made using a structured, machine-readable data language. Compliance with the revised Schedule 13G filing deadlines went into effect on September 30, 2024. Compliance with the structured data requirement for Schedules 13D and 13G went into effect on December 18, 2024. New Proxy Vote Disclosure Requirements for Investment Managers. In November 2023, the SEC adopted amendments to Form N-PX and adopted new Rule 14Ad-1 under the Exchange Act, which 56  will require certain “institutional investment managers” (i.e., a person that (1) is an “institutional investment manager” as defined in the Exchange Act; and (2) is required to file Form 13F reports under Section 13(f)-1 of the Exchange Act) to publicly disclose information about their proxy votes regarding certain compensation-related matters (so called “say-on-pay” votes), absent an exception set out by the rule. The information to be reported annually on Form N-PX must include: (1) if the form of proxy in connection with a say-on-pay matter is subject to Rule 14a-4 of the Exchange Act, a description and ordering of say-on-pay matters using the same language that is on an issuer’s form of proxy, (2) a standardized classification, (3) the number of shares voted and number of shares loaned and not recalled and (4) how shares were voted by the manager. Rule 14Ad-1, and the amendments to Form N-PX, became effective on July 1, 2024, for votes occurring during the period of July 1, 2023, to June 30, 2024. The first reports required under the rule and amended Form N-PX were due by August 31, 2024. Regulation S-P Amendments. In May 2024, the SEC adopted amendments to Regulation S-P (which relates to the privacy and protection of consumer financial information) requiring registered investment advisers, among others, to notify individuals affected by certain types of data breaches that may put them at risk of harm. The amended regulations (i) require registered advisers to adopt written policies and procedures for an incident response program to address unauthorized access to or use of customer information; (ii) require registered advisers to have written policies and procedures to provide timely notification to affected individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization; and (iii) broaden the scope of information covered by Regulation S-P’s requirements. Larger entities have until December 3, 2025 to comply with the amendments, and smaller entities have until June 3, 2026 to comply. Prohibiting Conflicts of Interest in Certain Securitizations. In November 2023, the SEC adopted Securities Act Rule 192 to prohibit conflicts of interest in certain securitization transactions as required by Section 27B of the Securities Act which was added as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule prohibits an underwriter, placement agent, initial purchaser, or sponsor of an ABS (including a synthetic ABS), or any affiliate or subsidiary of any such entity (including managers of collateralized loan obligations or other ABS vehicle collateral managers and their affiliates), from engaging in any transaction that would involve or result in certain material conflicts of interest between the securitization participant and an investor in an ABS, subject to certain exceptions for risk-mitigating hedging activities, bona fide market- making activities and liquidity commitments. The compliance date for Rule 192 will be June 9, 2025. Short Position and Short Activity Reporting Rules. In October 2023, the SEC adopted new Rule 13f-2 and new Form SHO under the Exchange Act, governing short position and short activity reporting by “institutional investment managers” (as defined in the Exchange Act). Under Rule 13f-2, managers that meet or exceed certain prescribed reporting thresholds will be required to report on Form SHO certain short position and short activity data for equity securities over which the manager has investment discretion. Managers meeting the reporting thresholds will be required to submit the confidential Form SHO reports on a monthly basis. The reports on Form SHO will be confidential, and the data collected from managers will thereafter be aggregated and published by the SEC. The new requirements under Rule 13f-2 and Form SHO create an entirely new, complicated and potentially costly framework for managers in order to collect the relevant data 57  and will likely result in increased compliance and monitoring costs. Compliance with Rule 13f-2 and Form SHO will be required on January 2, 2026, with public aggregated reporting to follow 3 months later. Form PF Amendments. In May 2023, the SEC adopted amendments to Form PF that were initially proposed in January 2022. The amended Form PF will require registered investment advisers to private funds to report extensive additional information about themselves, the funds they advise, and the management, investments and operations of private fund portfolios. In particular, the amended Form PF will (i) impose quarterly event reporting requirements on all private equity fund advisers regarding certain triggering events including the removal of a general partner, certain fund termination events and the occurrence of an adviser-led secondary transaction; (ii) create additional annual reporting requirements for “large” private equity fund advisers (i.e., private equity fund advisers with at least $2 billion in private equity assets under management) including reporting on the occurrence of any general partner clawback or limited partner clawback, as well more detailed information on fund investment strategies, fund-level borrowings, events of default, bridge financings to controlled portfolio companies and geographic breakdowns of investments; (iii) impose current reporting requirements on large hedge fund advisers (i.e., hedge fund advisers with at least $1.5 billion in hedge fund assets under management) within 72 hours of certain triggering events including extraordinary investment losses, significant margin and default events, terminations or material restrictions of prime broker relationships, operations events and events associated with withdrawals and redemptions. The current and quarterly event reporting requirements became effective in December 2023 and the annual reporting requirements became effective in June 2024. In February 2024, the SEC and the CFTC jointly adopted amendments to Form PF. The amendments will (i) enhance large hedge fund adviser reporting on qualifying hedge funds (i.e., those with a net asset value of at least $500 million), including how large hedge fund advisers report details including investment exposures, borrowing and counterparty exposure, market factor effects, currency exposure, turnover, country and industry exposure, central clearing counterparty exposure, risk metrics, investment performance by strategy, portfolio liquidity, and financing and investor liquidity; (ii) require private fund advisers to report additional information about themselves and their private funds, including identifying information, assets under management, withdrawal and redemption rights, gross asset value and net asset value, inflows and outflows, base currency, borrowings and types of creditors, fair value hierarchy, beneficial ownership, and fund performance; (iii) require advisers to report separately each component fund in complex fund structures, such as master-feeder arrangements and parallel fund structures; and (iv) remove the existing Form PF requirement for large hedge fund advisers to report certain aggregated information about the hedge funds they advise. The compliance and effective dates for the joint SEC and CFTC amendments to Form PF is June 12, 2025. Potential Impact. These recently adopted rules are likely to have a significant effect on Actis, the Funds and their operations, including increasing compliance burdens and associated regulatory costs and enhancing the risk of regulatory action, including public regulatory sanctions and may result in a change to Actis’ practices and create additional regulatory uncertainty. The scope and timing of any final rules and amendments is unknown.  These new rules and amendments could increase the risk of exposure of the Funds, their investments and Actis to additional regulatory scrutiny, litigation, censure and penalties for non-compliance or perceived non-compliance, which 58  in turn would be expected to be adversely (potentially materially) affect the reputation of Actis and the Funds, and to negatively impact Actis in conducting its business (thereby materially reducing returns to limited partners) by, for example, discouraging behavior that generates high returns for the Limited Partners (e.g., by driving Actis personnel to be more risk averse in their decision making with respect to the Funds or its portfolio investments). The cost of implementing requirements relating to such new rules and amendments is expected to be substantial and may, to the extent permitted by the relevant Governing Documents and applicable regulations, be borne by Actis, the Funds, and/or portfolio investments of the Funds. Currency Fluctuations. Certain Funds will make investments in the securities of issuers in countries both in emerging markets and elsewhere and such Funds will, therefore, be subject to the risk of changes in the value of the currencies in which its assets are denominated against the US$. In addition, a Fund may incur costs in connection with the conversions between various currencies. Prospective investors should be aware therefore that movements in the value of currencies over the life of the Fund will affect the value of their holdings. In general, the currency markets are extremely volatile. Significant changes in the rate of exchange between the US$ and other currencies may significantly reduce the US$ equivalent value of an investor’s interest in the Fund and there can be no assurance that a significant devaluation of the US$ will not occur during the term of the Fund which would have an adverse impact on the Fund’s returns. Investors should also note that, to the extent that their local currency differs from that of the Fund, they will be required to bear the risk of any movements in the value of such local currency as against the currency of the Fund over the life of the Fund, including any currency movements which result in the investor having to convert greater amounts of their local currency in order to satisfy any drawdown of their commitment in the currency of the Fund. Actis may (but is not obliged) endeavor to manage currency exposures using appropriate hedging techniques where available and appropriate—please see “Hedging Arrangements; Related Regulations” above. Distressed Investments. A Fund may invest in the securities and obligations, including debt obligations that are in covenant or payment default, of companies experiencing significant financial difficulties and material operating issues, including companies that may have been, are or will become involved in bankruptcy proceedings or other restructuring, recapitalization or liquidation processes. Investments in such companies involve a substantial degree of risk that is generally higher than the risk involved in investing in companies that are not in financial or operational distress. Given the heightened difficulty of the financial analysis required to evaluate distressed companies, there can be no assurance that Actis will correctly evaluate the value of the assets of a distressed company securing its debt and other obligations or correctly project the prospects for the successful restructuring, recapitalization or liquidation of such company. Therefore, in the event that a portfolio company does become involved in bankruptcy proceedings or a restructuring, recapitalization or liquidation is required, a Fund may lose some or all of its investment or may be required to accept illiquid securities with rights that are materially different than the original securities in which such Fund invested. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential 59  investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Fund’s portfolio companies. An Outbreak of an Infectious Disease or Any Other Serious Public Health Concerns. Countries may be susceptible to epidemics (which may be designated as pandemics by world health authorities), such as severe acute respiratory syndrome (“SARS”), avian flu, H1N1/09 flu, and most recently a novel and highly contagious form of coronavirus (“COVID-19”). The outbreak of such epidemics and pandemics, together with any resulting restrictions on travel or quarantines imposed, has had and will continue to have a negative impact on the economy and business activity both globally and in any of the countries in which the Funds may invest and thereby adversely affect the performance of the Funds’ investments. The future outbreak of an infectious disease or bird flu or any other serious public health concern could seriously harm the Funds’ investments. Furthermore, the rapid development of epidemics or pandemics could preclude prediction as to their ultimate adverse impact on economic and market conditions, and, as a result, presents material uncertainty and risk with respect to a Fund and the performance of its investments or operations, and the ability of such Fund to achieve its investment objectives. The extent of the impact of any public health emergency on a Fund’s and the portfolio companies’ operational and financial performance will depend on many factors, including but not limited to the duration and scope of such public health emergency (as well as the availability of effective treatment and/or vaccination), the extent of any related travel advisories and voluntary or mandatory government or private restrictions implemented, the impact of such public health emergency on overall supply and demand, goods (including component parts and raw materials) and services, investor liquidity, consumer confidence and spending levels, the extent of government support and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. For example, the shortage of workers and lack of key components and raw materials that resulted from the COVID-19 pandemic has contributed, and may continue to contribute to manufacturers and distributors being unable to produce or supply enough goods to meet increasing demands. The impact of these global supply chain constraints may not fully be reflected until future periods and may have an adverse impact on a Fund and its portfolio companies at a future point when COVID-19 may not be as prevalent in the public. For this reason, valuations in this environment are subject to heightened uncertainty and subject to numerous subjective judgements even beyond what is traditionally the case, any or all of which could turn out to be incorrect with the benefit of hindsight. Furthermore, traditional valuation approaches that have been used historically may need to be modified in order to effectively capture fair value in the midst of significant volatility or market dislocation. The effects of a public health emergency may negatively impact the value and performance of a Fund’s portfolio companies, its ability to source, manage and divest investments (including but not limited to circumstances where potential transactions are already signed but not closed) and the its ability to achieve its investment 60  objectives, all of which could result in significant losses to the Fund. In particular, a public health emergency like the COVID-19 public health emergency of international concern (“PHEIC”) may have a greater impact on leveraged assets. The operations of a Fund, the portfolio companies, and Actis may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings (including office attendance), forwarding of and otherwise delayed receipt of mail, and other factors related to a public health emergency, including its potential adverse impact on the health of the personnel of any such entity, including possibly the key executives, or the personnel of any such entity’s key service providers and the volatility in the labour, transport, energy and other markets resulting from or otherwise linked to the relaxation of related quarantine measures, meeting and travel restrictions. In addition, multiple jurisdictions have adopted, or are considering to adopt, vaccine mandate legislation or regulations that require certain public sector employees and/or private sector employees to obtain vaccines (subject to certain exceptions, which vary per jurisdiction). Employee attrition and turnover resulting from such mandates could adversely affect, both directly and indirectly, the business operations of portfolio companies that operate within those jurisdictions (e.g., by requiring them to discontinue their employment of critical personnel who are not vaccinated). Any such disruptions may continue for an extended and uncertain period of time. In this regard, views and other forward looking statements expressed in this Appendix E are based upon assumptions that may not be valid during or following a public health emergency such as the COVID-19 PHEIC. In connection with the impacts of the COVID-19 PHEIC and any future such public health crisis, the Funds are expected to incur heightened legal expenses which could similarly have an adverse impact to the Funds’ returns. For example, but not by limitation, the Funds or their portfolio companies may be subject to heightened litigation and its resulting costs, which costs may be significant and are expected to be borne by the Funds and/or their portfolio companies. There is also a heightened risk of cyber and other security vulnerabilities during the current public health emergency and any future one, which could result in adverse effects to the Funds or the portfolio companies in the form of economic harm, data loss or other negative outcomes. Projections. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by Actis in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections. Investment in Junior Securities. The securities in which a Fund will invest may be among the most junior in a portfolio company’s capital structure, and thus subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made. Lack of Unilateral Control. Even if a Fund is the majority investor or controlling shareholder, as applicable, of a portfolio company, in certain circumstances it may not have unilateral control of 61  the portfolio company. To the extent a Fund invests alongside third parties, such as institutional co-investors or private equity funds of other sponsors, or is subject to terms and conditions imposed by portfolio company lenders, or makes a minority investment, the relevant portfolio company may be controlled or influenced by persons who have economic or business interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the relevant Fund or its Limited Partners. Such third parties may be in a position to take action contrary to a Fund’s business, tax or other interests, and the Fund may not be in a position to limit such contrary actions or otherwise protect the value of its investment. When taking non-control positions, a Fund generally will seek to negotiate certain negative controls and veto rights on major decisions, but there can be no assurance that a Fund will be able to control the timing or occurrence of an exit strategy for such portfolio companies in a manner that maximizes or protects value. Limited Access to Information. Limited Partners’ rights to information regarding a Fund, the relevant General Partner or Actis generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that the General Partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to Limited Partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of Actis’ control. Decisions by Actis or its affiliates to withhold information may have adverse consequences for Limited Partners in a variety of circumstances. For example, a Limited Partner that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for a Limited Partner to monitor Actis and its performance. Additionally, it is anticipated that Limited Partners that designate representatives to participate on a Fund’s LPAC generally may, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other Limited Partners. Limited Partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and Actis reserves the right to withhold certain information from investors subject to such laws for reasons relating to Actis’ public reputation, business strategy or other reasons. Material, Non-Public Information; Other Regulatory Restrictions. As a result of the operations of Actis and its affiliates, as well as in connection with officerships or directorships of Actis personnel, Actis frequently comes into possession of confidential or material, non-public information. Actis and its affiliates may have access to material, non-public information that may be relevant to an investment decision to be made by a Fund, a Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or internal policies and practices of Actis and GASC. Furthermore, GASC does not generally employ information walls, and information obtained in connection with the Funds (and their portfolio companies) (including by serving as an officer, director, advisor or in comparable management functions for such portfolio companies) will be shared with GASC and its affiliates responsible for the management or co-management of the GASC Vehicles. Conversely, information obtained in connection with the GASC Vehicles (and their portfolio companies) (including by serving as an officer, director, advisor or in comparable 62  management functions for such portfolio companies) will be shared with Actis and its affiliates responsible for Funds. Notwithstanding that GASC generally does not maintain information walls, GASC expects, in certain cases, to manage possible risks associated with access to material non-public information by maintaining information walls that limit the dissemination of material non-public information concerning certain GASC strategic and other transactions to a designated group of GASC personnel. It is possible, however, that these internal controls could fail. Inadvertent trading on material non-public information could have adverse effects on GASC’s reputation, result in the imposition of regulatory or financial sanctions and, as a consequence, negatively impact GASC’s ability to provide its investment management services to the Funds and the GASC Vehicles. Additional restrictions may also be placed on the Funds, the GASC Vehicles and the combined platform by a portfolio company’s insider trading policy (including by virtue of an investment by a GASC Vehicle), including restrictions that could prevent the Funds and the GASC Vehicles from engaging in transactions that they might otherwise have undertaken or, in GASC’s judgment, may make such transactions inadvisable. GASC may also from time to time be subject to contractual “stand-still” obligations and/or confidentiality obligations that may restrict its ability to trade in certain securities on behalf of the Funds and the GASC Vehicles. GASC could also be required by certain regulations, or decide that it is advisable, to establish information barriers among its investment management businesses. In such event, GASC’s ability to operate as an integrated investment management business would be impaired, which would limit Actis and/or GASC’s access to certain Actis and/or GASC personnel and information and could adversely impact its ability to manage the Funds’ and the GASC Vehicles’ investments as well as lead to additional costs for such Funds and GASC Vehicles. In addition, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent Actis or the Funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the U.S. Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of Actis’ inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by 63  Actis or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Sanctioned Investors. If after subscribing to a Fund a Limited Partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities), the relevant General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant Limited Partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Funds. Interpretation of Governing Documents. The Governing Documents and related documents are detailed agreements that establish complex arrangements among the Limited Partners, the Funds, the General Partners, and other entities and individuals. Questions will arise from time to time under these agreements regarding the parties’ rights and obligations in certain situations, some of which will not have been contemplated at the time of the agreements’ drafting and execution. In these instances, the operative provisions of the agreements, if any, could be broad, general, ambiguous or conflicting, and permit more than one reasonable interpretation. At times there will not be a provision directly applicable to the situation. While the relevant agreements will be construed in good faith and in a manner consistent with applicable legal obligations, the interpretations adopted will not necessarily be, and need not be, the interpretations that are the most favorable to the Fund or the Limited Partners. If the interpretation of any provision of the Governing Documents is ambiguous, Actis and/or the General Partners may, but will not be required to, submit such provision to the Funds’ advisory boards for interpretation, and Actis and/or the General Partners shall be entitled to act in reliance on such interpretation. Financial Institution Risk; Distress Events. An investment in a Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, Actis, any General Partner, the Funds and/or any of the portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker- dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non- U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. 64  Any Distress Event has a potentially adverse effect on the ability of Actis to manage the Funds and their investments, and on the ability of Actis, any Fund or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Fund is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Fund to access capital contributions or otherwise); the inability of the Fund to acquire or dispose of investments, including at prices that the relevant General Partner believes reflect the fair value of such investments; and/or the inability of Actis or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that Actis will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that Actis will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Fund or suppliers, vendors, service providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that Actis and/or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although Actis seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, Actis is under no obligation to use a minimum number of Financial Institutions with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Unfunded Pension Liabilities of Portfolio Companies. Certain court decisions have found that, where an investment fund owns 80% or more (or under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such portfolio company to the extent the portfolio company is unable to satisfy such liabilities. Although Actis intends to manage each Fund’s investments to minimize any such exposure, a Fund is permitted to invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where such Fund owns an 80% or greater interest in such portfolio company. If such Fund (or other 80%- owned portfolio companies of such Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of the Fund and the companies in which such Fund invests. This discussion is based on current court decisions, statute and regulations regarding control group liability under the Employee Retirement Income Security Act of 1974, as amended, as in effect as of the date of this Brochure, which may change in the future as the case law and guidance develops. 65  Privacy and Data Protection Law Compliance Risk. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “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 Actis, the General Partners, the Funds and/or their portfolio companies, and increase compliance 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 or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for Actis, the General Partners, the Funds and/or their portfolio companies, 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 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 Actis, the General Partners, the Funds and/or their portfolio companies. United Kingdom (“UK”) Exit from the European Union (the “EU”). The UK formally left the EU on January 31, 2020 (“Brexit”). After a transition period that ended on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement, the agreement does not include an agreement on financial services and, as a result, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. However, the UK Government has stated its intention to recast onshored EU legislation as part of UK legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to implement or mirror future changes in the EU regulatory regime, or to diverge from the current EU-influenced regime over time. It is possible that the EU may respond to UK initiatives by restricting third-country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Fund and its investments, including the ability of a Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions). There can be no assurance that any renegotiated laws or regulations will not have an adverse impact on a Fund and its investments, including the ability of a Fund to achieve its investment objectives. 66  The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU- and UK-based businesses, including Actis and Fund portfolio companies, as applicable. Brexit has already led to disruptions in trade as businesses attempt to adapt cross-border procedures and rules applicable in the UK and in the EU to their activities, products, customers, and suppliers. Continuing uncertainty and the prospect of further disruption may also result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. International Conflicts. Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. However, the ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These conflicts may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. U.S. Taxation of Carried Interest. U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. Additionally, Congress has considered proposed legislation that would treat certain income allocations to service providers by partnerships such as a Fund (including any carried interest) as ordinary income for U.S. federal income tax purposes that under current law are treated as an allocation of the partnership’s income (and which may be taxed at lower rates than ordinary income). Such rules, as well as any such legislation that may be enacted in the future, could apply to reduce the after-tax returns of individuals associated with a Fund, its General Partner, or Actis who were or may in the future be granted direct or indirect interests in carried interest, which could make it more difficult for the relevant General Partner and its affiliates to incentivize, attract and retain individuals to perform services for a Fund. This creates potential incentives for Actis to cause a Fund to hold investments for a longer period than would be the case if such greater-than-three-year holding period requirement did not exist. Secondaries and other General Partner-Led Transactions. There continues to be a significant market for secondary sales, General Partner-led transactions, continuation funds, successor fund investments and other transactions, and Actis reserves the right to dispose of (or seek additional capital for) Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by Actis following the 67  transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Actis believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by Actis and its affiliates), often on different terms than their original investment in the Fund. However, certain of such transactions are expected to involve: a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles; a greater exposure to one or more particular portfolio companies; and/or a delay in the full liquidation of the Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of Actis or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Actis or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant General Partner on the sale of an asset from an existing Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, Actis, the relevant General Partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent Actis requires existing limited partners and/or new buyers to commit capital to a continuation fund or another Fund managed by Actis in addition to the purchase amount paid in a transaction (including commitments to the relevant Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant General Partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances Actis reserves the right to compel co- investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant LPAC prior to the closing of the transaction, there can be no assurance that Actis will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of Fund or any individual limited partner or group of limited partners. However, Actis reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. Actis is permitted to seek the 68  consent of the relevant LPAC(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated, the relevant Fund is expected to bear all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Social Media and Publicity Risk. The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding Actis, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. Arrangements with Third-Party Managers. The Funds, GASC and/or its affiliates may enter into joint ventures with third-party managers or persons to manage specified portfolio investments or categories of portfolio investments and in connection therewith receive performance-based compensation in vehicles through which the joint venture invests. The Funds, GASC and/or its affiliates may also acquire full or partial ownership interests in investment and/or operating structures and/or other similar entities or arrangements (each, a “Platform”). Any compensation of such Platforms paid to third-party managers or to GASC or any GASC person or affiliate will not offset fees paid to GASC by a Fund. This full or partial ownership of a Platform creates the potential for certain conflicts of interest. For example, GASC may cause a Fund and/or one or more GASC Vehicles to invest in a Platform in which GASC or its affiliate has a direct or indirect economic interest, which may be a controlling interest, and in any such case, GASC may have been incentivized to cause the Fund to invest in such Platform partially because of such direct or indirect economic interest therein. To the extent that a Fund and/or one or more GASC Vehicles invest in a Platform and GASC or any GASC person holds an equity interest solely in the management entity of such Platform, GASC will have a conflict of interest which could affect its decisions vis-à-vis the Platform and the Fund and/or such GASC Vehicles. Additionally, GASC may cause a Fund and/or one or more GASC Vehicles to invest in a Platform to make investments that a Fund and/or such GASC Vehicles could otherwise have invested in directly where investing indirectly through such Platform results in more favorable expense treatment or other economic advantages for GASC and/or its affiliates. In addition, GASC and/or their respective affiliates may have an incentive to arrange the purchase by a Fund and/or certain GASC Vehicles of assets from a Platform or services from the associated management entity (thereby generating profits or fees for GASC and/or GASC Vehicles that have an interest in such Platform and/or its management entity). Finally, conflicts could arise if an associated management entity of a Platform breaches its sale agreement, servicing agreement, consultancy arrangement and/or other similar arrangement with the Fund and/or certain GASC Vehicles or otherwise fails to perform its responsibilities adequately with respect to a Fund and/or such GASC Vehicles, resulting in harm or damages to a Fund or such GASC Vehicles. In such circumstances, GASC and/or their respective affiliates may have a conflict in determining whether to seek appropriate recourse for the Fund and/or the affected GASC Vehicles, including through litigation. GASC intends to resolve all such conflicts using their good faith judgment, taking into account all factors they deem relevant in their discretion. 69  Other Income-Related Conflicts. For the avoidance of doubt, the terms “General Atlantic” and “General Atlantic Funds” as used in this section headed “Other Income-Related Conflicts” include Actis and investment funds, managed accounts and other investment arrangements formed or managed by Actis respectively. GACM (as defined below) entities could be engaged as service providers to, or engage in activities in respect of, the Funds, their portfolio investments and portfolio companies, Other Advisory Clients (and/or their portfolio investments and portfolio companies), co-investors, GASC or its affiliates’ balance sheet or proprietary account (the “Balance Sheet”) and other persons, and in connection with such services, receive Other Income (as defined below). Other Income will be retained by, and be for the benefit of, General Atlantic, GASC, GACM and/or any of their other respective affiliates, and will not be applied to reduce the General Partner’s Share. GACM is anticipated to be engaged, either by portfolio companies or the issuer of a portfolio investment or, alternatively, by the participating General Atlantic Funds to provide services, and arrangements will generally be made for GACM to receive its fees directly from the portfolio company or issuer for services rendered (however, if such person will not pay or reimburse such fees, the participating General Atlantic Funds will pay or bear such fees). The provision of services by GACM, whether to the Funds (and Other Advisory Clients) or existing or potential portfolio companies or portfolio investments, will not require the review by, or consent of, the Limited Partners, the Funds’ LPAC or any other independent party. For purposes of this Brochure, “GACM” refers to General Atlantic, GASC or one or more of their respective affiliates to the extent the applicable foregoing person(s) provide services, or otherwise engage in activities, that give rise to Other Income. Accordingly, references herein to GACM when referring to General Atlantic or GASC (as opposed to other entities that are affiliated with General Atlantic but are not otherwise engaged as investment advisers with respect to General Atlantic Funds) are limited to General Atlantic or GASC’s capacities as providers of services that give rise to Other Income, and not, for the avoidance of doubt, their capacities as investment advisers with respect to General Atlantic Funds. The fees and income that will constitute “Other Income” include (a) any arranger, brokerage, placement, syndication, solicitation, underwriting, agency, origination, sourcing, collateral management, capital markets syndication and advisory fees or other fees associated with the effectuation of any securities or financing transactions (including discounts, retainers, spreads, commissions or concessions) in each case earned by or paid (whether in cash or in kind) to GACM, or another person with respect to services rendered by GACM, and (b) any fees, costs or expenses determined by General Atlantic in good faith to be similar in nature to any of the foregoing, whether or not structured as a fee or as performance-based compensation, but in each case excluding any fees paid to any member of Actis or GACM for their own account in connection with making an Underwriting Investment (as defined below) by or on behalf of the Funds or any alternative investment vehicle (in each case to the extent such fee is retained by such member of Actis or GACM). In addition, such fees, costs and expenses that may be similar in nature to the fees above may include, without limitation, group purchasing, structuring, special purpose vehicle (including any special purpose vehicle of a portfolio company), underwriting and debt advisory fees, or subsidiary management or administration, operation, asset service, advisory, commitment, facility, float, insurance or other fees, discounts, retainers, spreads, commissions and concessions. While not limited to replacement services, many of the services that give rise to Other Income are anticipated to be services provided by a GACM entity as third-party replacement services (i.e., services that otherwise would have been provided by third-party service providers or consultants). 70  The relationship between General Atlantic (in its capacity as investment adviser to the General Atlantic Funds) and GACM will give rise to conflicts of interest between General Atlantic and GACM, on the one hand, and the General Atlantic Funds to or with respect to whom GACM provides services, or in respect of the General Atlantic Funds that have an interest in any potential or existing portfolio investment with respect to which GACM provides services, on the other hand. The fee potential inherent in a particular investment or transaction could be viewed as an incentive for General Atlantic to seek to refer, allocate or recommend an investment or transaction to the Funds. General Atlantic, through its interest in GACM, will be subject to conflicts of interest as between its economic interest in GACM and its obligations to the Funds or the portfolio companies that engage GACM. Certain General Atlantic professionals and other persons (including persons associated with, or who devote time to, GACM activities) involved in providing origination, sourcing, portfolio management, syndication or other services to the Funds or its portfolio investments on behalf of General Atlantic (including General Atlantic investment professionals dedicated to, among other things, the Funds) will also be involved in the business and operations of GACM or devote time to GACM activities (regardless of the entity through which such GACM activities conducted, which entities may include GASC), and their activities are expected to give rise to Other Income that are not subject to any General Partner’s Share offset, even though such persons are involved in investment-related activities on behalf of the Funds and/or Other Advisory Clients. Such professionals and other personnel will face conflicts of interest in dedicating time and resources to the Funds, which could have a detrimental effect on the Funds’ performance. GACM can also provide services, including for compensation, to third parties, including third parties that are competitors of General Atlantic or one or more of its affiliates, the General Atlantic Funds or their existing or potential portfolio companies or portfolio investments. In such cases, GACM will generally not take into consideration the interests of the Funds or its portfolio investments, but rather will take into account its own interests. Further, conflicts of interest will arise in connection with GACM’s provision of services to or in respect of a General Atlantic Fund or an existing or potential portfolio company on account of, among other things, (i) General Atlantic, together with GACM, viewing the relevant General Atlantic Fund or potential or existing portfolio investment as a source of revenue (which would in most instances not result in a reduction of the General Partner’s Share or management fees payable by the applicable General Atlantic Fund), (ii) an existing or potential portfolio investment engaging GACM in an effort to obtain equity, debt or other forms of financing or investment by General Atlantic Funds, including in connection with services provided or to be provided by GACM in respect of a class, tranche or series within such company’s capital structure (or such company’s capital structure as a whole) in which such General Atlantic Fund(s) are not invested or are not expected to invest (and in such circumstance such General Atlantic Funds are invested or are expected to be invested in a different class, tranche or series within such company’s capital structure), (iii) the sourcing and approval of potential portfolio investments that result in incremental revenue to GACM (including in circumstances where such revenue would not have existed but for a potential or existing portfolio company’s engagement of GACM), including as a means to facilitate the engagement of GACM by any such company or investment in connection with a contemporaneous investment in such company or investment by a General Atlantic Fund, (iv) General Atlantic and its affiliates’ internal compensation arrangements with respect to such revenue, (v) the allocation of a given investment opportunity, including the under- or over- commitment of certain General Atlantic Funds, and/or the inclusion or exclusion of certain General Atlantic Funds (in whole or in part) from such investment opportunity, as a means to ensure the 71  payment of such revenue, (vi) whether the GACM engagement, including amount of fees to be paid, is on terms that are not materially less favorable than terms that could be obtained from a third party with commensurate skill, expertise or experience (to the extent applicable), (vii) the portfolio company or issuer viewing the total amount of fees, discounts and interest paid for or in connection with the financing (or similar instrument) as one overall category of remuneration, whether payable to GACM, as a service provider, General Atlantic, Other Advisory Clients or the Funds, and therefore does not seek to negotiate the quantum or type of fees, discounts or interest to be paid to GACM, which could result in reduced fees or other compensation and/or less attractive investment terms for the Funds, (viii) an incentive to pursue investment opportunities with greater fee opportunities for GACM, whether as a percentage of the investment size or absolute dollar amount, which could adversely impact the sourcing, diligence and approval process by General Atlantic for the Funds, (ix) General Atlantic seeking to avoid allocation of relevant investment opportunities to General Atlantic Funds where investor consents and/or management fee offsets are required, and (x) potential screening bias against potential investment opportunities that do not include a GACM fee component. In addition, the Funds may not be able to participate in an investment opportunity if participation in such investment opportunity, taken together with the involvement of GACM in such investment opportunity, creates a risk that the Funds are treated as being engaged in a trade or business in the United States for U.S. federal income tax purposes. To the extent investment opportunities for the Funds arise outside of the U.S., General Atlantic will be permitted to structure such opportunities in a manner that takes into account the engagement of GACM to provide services and earn fees in a manner consistent with the GACM arrangements described above, subject to such adjustments as determined by General Atlantic, in its discretion. A GACM entity may become a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (FINRA), and, in such case, would be authorized to perform, among other things, the following services: (i) underwriting firm commitment and best efforts offerings on a referral basis; (ii) the resale of securities pursuant to Rule 144A under the U.S. Securities Act, on a referral basis; (iii) merger and acquisition transactions and corporate finance advisory services; (iv) marketing of private funds (affiliated and unaffiliated alternative investment vehicles, including solicitation activities to qualified purchasers as defined in the Investment Company Act); (v) private placement of securities; (vi) non-exchange member arranging for transactions in listed securities by an exchange member, on a referral basis; (vii) trading securities for its own account; (viii) selling interests in mortgages, receivables or other asset-backed securities on a referral basis; and (ix) selling corporate debt securities on a referral basis. These activities and services may also be performed in respect of co-investments with co- investors or other persons in transactions or investments participated in by the Funds as well as in cases where the Funds do not participate in such transactions or investments. Certain GACM entities may provide a variety of services with respect to financial instruments that are not subject to broker-dealer regulations, such as arranging, structuring and syndicating loans and providing debt advisory and other similar services. GACM could be engaged to assist with the provision, structuring, arrangement and syndication of any of the Funds’ credit facilities (including any capital commitment-based or subscription credit facilities) or other financing entered into directly or indirectly by the Funds and may receive fees and expense reimbursement in connection therewith, including with respect to structuring, syndicating or placing any margin loans, credit 72  facilities or fund financing related to the Funds or any co-invest vehicles. Such fees will be Other Income, will not reduce the General Partner’s Share and will not otherwise be shared with or for the benefit of the Funds or the Limited Partners, and no consent or approval of the relevant Fund’s LPAC or the Limited Partners will be required in connection therewith. It is possible that GACM or one or more Other Advisory Clients may provide financing as part of a third party purchaser’s bid for or acquisition of a portfolio investment of the Funds. The involvement of GACM or one or more Other Advisory Clients as a provider of debt financing in connection with the potential acquisition of portfolio investments by third parties from the Funds will give rise to potential or actual conflicts of interest, including the possibility of General Atlantic being motivated to cause the Funds to agree to terms with a third party with respect to which GACM or one or more Other Advisory Clients is providing such debt financing that are less favorable to the applicable portfolio company and/or the Funds than might have been obtained from another third party that did not have access to such financing, which may adversely impact the Funds. GACM’s services may also include, among other things, identifying potential third-party investors (including potential Participants (as defined below) and/or financing counterparties), assisting in structuring the transaction so that it will be more marketable to third-party investors and/or financing counterparties, preparing marketing materials, performing outreach, executing on a syndication and sell-down strategy, underwriting initial public offerings or similar investments, arranging financing and providing post-closing support; and GACM is expected to, from time to time, expand the services that it performs and the activities in which it engages. Any such services could relate to transactions that could give rise to investment opportunities that are suitable for the Funds or, alternatively, that preclude investment opportunities for the Funds. In such case, the relevant client would typically require General Atlantic to act exclusively on its behalf, thereby precluding the Funds from participating in such investment opportunities. General Atlantic would not be obligated to decline any such engagements in order to make an investment opportunity available to the Funds. It is also possible that General Atlantic will come into the possession of information through these new businesses that limits the Funds’ ability to engage in potential transactions. GACM’s private placement services are expected to include placement of General Atlantic Funds’ (and their portfolio companies’) securities and other financial interests, and its underwriting services are expected to include syndicating transactions for existing and potential portfolio investments of General Atlantic Funds. GACM’s underwriting services will be provided to existing and potential portfolio companies of General Atlantic Funds and existing and potential portfolio investments. Where GACM serves as underwriter with respect to a portfolio company’s securities, the General Atlantic Funds will generally be subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This could prejudice the Funds’ ability to dispose of such securities at an opportune time. General Atlantic, in its discretion, will determine the compensation to be paid to GACM and, while General Atlantic will generally seek to ensure that such compensation will be consistent with market terms or that a third party would not have provided the same services at more favorable rates, there is no guarantee that this will be the case. Such compensation is generally determined through negotiations with related parties and not on an arm’s length basis. No two services that may be provided by GACM or third parties are identical, and for services that could be customized, 73  variation on terms associated with such services (including price) could be significant. As such, any “market terms” that General Atlantic determines, in its discretion, to be a relevant comparison to services that could be provided by GACM could take into account, among other factors deemed by General Atlantic to be relevant, prior experience, quality accessibility of the relevant service and ability to customize the services. However, it could be the case that General Atlantic determines that the services to be provided by GACM are unique and there are no relevant or a limited set of market comparisons. These determinations (like many others) that are made by General Atlantic are subjective, and General Atlantic will face a conflict of interest in making them. In connection with such arrangements, General Atlantic will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include General Atlantic’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by General Atlantic to be appropriate under the circumstances. While General Atlantic and its affiliates will generally seek to obtain benchmarking data regarding the rates charged or quoted by third parties for similar services, it is possible that appropriate comparisons are not available for a number of reasons, including, for example, a lack of a substantial market of providers or users of such services or the confidential and/or bespoke nature of such services. Expenses to obtain benchmarking data will be borne by the relevant portfolio company (and indirectly by the funds, investment vehicles and accounts and/or parties participating in the relevant transactions) or directly by the Funds and/or such Other Advisory Clients, investment vehicles and accounts that invest and/or other parties. Moreover, General Atlantic, GACM and their personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of General Atlantic Funds that will not be subject to the General Partner’s Share reduction described herein or otherwise shared with the General Atlantic Funds, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as General Atlantic Fund expenses typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to General Atlantic, GACM and/or such personnel (and not the General Atlantic Funds, investors and/or portfolio companies) even though the cost of the underlying service is borne by the General Atlantic Funds, investors and/or portfolio companies. As described above, General Atlantic could select the Funds’ service providers (including GACM) and their respective existing and potential investments, in each case, for purposes of the provision of services or in connection with financial transactions, and will determine the compensation of such providers without review by or the consent of any Limited Partner, the relevant Fund’s LPAC or any other independent party. The Funds, regardless of the relationship to General Atlantic of the person performing the services, will directly or indirectly, bear the fees, costs and expenses related to such services. This will create an incentive for General Atlantic or one or more of its affiliates to select GACM, or to otherwise select service providers based on the potential benefit to General Atlantic or its affiliates (including service providers in which General Atlantic holds an interest, even if not GACM), rather than to the Funds. In addition, General Atlantic or its personnel will at times hold investments in entities that are or become service providers to the Funds or their portfolio investments. Although the relevant General Atlantic personnel might not have control or other influence over the decisions of the relevant service provider (including whether to enter into a business arrangement with General Atlantic or portfolio investments of the Funds), a conflict of interest or the perception thereof could nevertheless arise in engaging the relevant entity as a 74  service provider in light of the personal benefits that accrue through the investment they hold in the service provider. Portfolio companies of the Funds are expected to engage GACM to provide services, which gives rise to potential conflicts of interest in respect of the selection of GACM. Such engagements could create a perception that General Atlantic has sought to influence the decision by a portfolio company’s management to retain GACM or otherwise transact with GACM, instead of other service providers or counterparties that are more appropriate or offer better terms. Conflicts Related to Syndication Activities. For the avoidance of doubt, the terms “General Atlantic” as used in this section headed “Conflicts Related to Syndication Activities” include Actis. GACM may receive and retain Other Income in connection with the Funds’ or other investments, including where the Funds and/or GACM or Other Advisory Clients provide interim financing, engage in “fronting” transactions, or otherwise make investments that are intended to be of a temporary nature in securities or financial instruments of, any portfolio company or other issuer in which the Funds invest with the intention of transferring, participating out or selling all or a portion of such investment to Participants. Any investment in respect of which, at the time the investment is acquired by the Funds, the General Partner either (i) intends that the Funds will hold the investment on a temporary basis only, as underwriter or with a view to syndication within 12 months of the date of acquisition; or (ii) anticipates that the investment will be refinanced within 12 months of the date of acquisition will be referred to herein as an “Underwriting Investment”. In cases where a portion of an investment or prospective investment is allocated, placed and/or syndicated to one or more Other Advisory Clients, co-investors, financial, strategic or other third- party participants with which General Atlantic (and/or its affiliates) have a business, personal, political, financial or other relationship, or in which General Atlantic (and/or its affiliates) has an investment (“Third Party Participants”), syndication participants, other third-party investors and/or the Balance Sheet (”Participants”) (regardless of whether or not a portion of such investment was also allocated to the Funds), GACM will receive and retain the portion of such Other Income that is attributable to the investment made by such Participants, and, unless otherwise provided in the applicable Governing Documents, such Other Income will not reduce the General Partner’s Share payable by the Funds. As a result, in the case of investments where the Funds and Participants invest, there is an incentive to syndicate more of such investments to Participants than would exist in the absence of the possibility to receive and retain Other Income. Similarly, in the case of investments in which the Funds would not invest, there is an incentive to source or arrange such investments with the intent of placing them with, or syndicating them to, Participants where GACM or another person will be able to receive and retain Other Income. As such, a conflict of interest exists because General Atlantic and its affiliates have a financial incentive to source, arrange and/or syndicate investments other than the incentive associated with a management fee and performance-based compensation earned from the Funds or Other Advisory Clients. In the case of investments in which the Funds will participate, General Atlantic also has an incentive to find larger investment opportunities than would ordinarily be appropriate for the Funds alone in order to generate and retain Other Income. The potential to receive Other Income, together with the management or performance compensation available to General Atlantic and/or its affiliates with respect to the Funds or Other Advisory Clients to which portfolio investments are expected to be syndicated, creates an incentive for General Atlantic and its affiliates to pursue 75  or favor investments that would result in Other Income in lieu of factors that may increase the returns to the Funds during the life of the investment. Investments may be syndicated either simultaneously with the Funds making (or committing to make) the applicable investment, or at a time thereafter. In the case of syndications that are effected after the initial investment (or commitment to make the investment), it is possible that all or a portion of an investment may be temporarily held by the Balance Sheet, and, when that portion is sold to Participants, GACM will receive and retain Other Income. However, it is anticipated that in most (or all) of the instances in which Participants do not invest in an investment at such initial stage, then, in order to facilitate such investment, the Funds will make (or commit to make) an investment with a view to selling a portion of such investment to such Participants prior to or after making such investment. In such event, the Funds will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, the Funds may hold a larger portion than expected in such investment, or may realize lower than expected returns from such investment. Investments could be syndicated to one or more Participants to the extent such Participants were not in a position to participate in the relevant investment opportunity on or prior to the closing of the Funds’ investment therein or for any other reason. Any such transfer, participation out or sale shall occur on such terms and conditions and at such price as the General Partner (or an affiliate thereof), in its discretion, determines to be equitable, which determination, with respect to price, may include the original cost price (with or without interest) or the fair value of such portion of such investment as of the date of such sale or other disposition. The Funds are expected to fund Underwriting Investments using drawdowns under the Funds’ subscription credit facility (to the extent available). The Funds will bear the interest expenses on such borrowed amounts and typically will not be reimbursed for such expenses (regardless of whether the Underwriting Investment is successfully syndicated). The facilitation of an Underwriting Investment will therefore, in circumstances where Other Income is not payable in respect of the Underwriting Investment, generally not provide any direct economic benefit to the Funds (and the Funds could incur certain costs, including, without limitation, to the extent that the Underwriting Investment is funded by drawdowns under the Funds’ subscription credit facility), although it could provide strategic benefits (for example, when such Underwriting Investment facilitates a portfolio investment by the Funds). If Other Income is received by GACM in connection with making an Underwriting Investment by the Funds and such Other Income is retained by GACM and is not passed on to the Funds or to the Participants who acquire the Underwriting Investment (in each case, including, without limitation, as part of investment proceeds from the relevant investment), then the amount of such Other Income attributable to the Funds’ portion of the Underwriting Investment (less any amount necessary to reimburse GACM or any General Atlantic affiliate for all unreimbursed costs and expenses incurred by it in connection with any consummated or unconsummated transactions or in connection with generating any such fees that would constitute fund expenses or broken-deal expenses) will offset the General Partner’s Share payable by the Funds as an underwriting fee. The portion of such Other Income that is attributable to the Underwriting Investment (and the portion thereof that will ultimately result in a General Partner’s Share offset), will be determined based on the same allocation methodology as described in the Governing Documents. To the extent 76  that the portion of such Other Income that is attributable to the Underwriting Investment and would otherwise be allocated to the Funds, is instead passed on to the Funds or to other Participants in the Underwriting Investment (in each case, including, without limitation, as part of investment proceeds from the relevant investment) and therefore not retained by GACM, then such portion of Other Income will not result in a General Partner’s Share offset. Investors in external co- investment vehicles may also be charged a one-time fee (sometimes called a “structuring fee” or an “upfront fee”), an ongoing management fee and/or an administrative fee in connection with such co-investment activity and such fees will not be shared with the Limited Partners or otherwise reduce or offset the General Partner’s Share. In some cases, General Atlantic may (but is not obligated to) use the Balance Sheet to fund and/or Third Party Participants may participate in all or any portion of an investment that is expected to be syndicated to other Participants or other persons. The determination of whether the Balance Sheet and/or a Third Party Participant will do so (in lieu of the Funds making an Underwriting Investment) will be made by Actis in consideration of, among other things, the interests of the Balance Sheet and/or such Third Party Participant, including, among other factors, the liquidity profile of the Balance Sheet and/or such Third Party Participant at the time of the syndication, other syndications in process or expected to be in process and the need for bridging in those other syndications, the likelihood of successfully syndicating the investment and the potential for GACM to earn syndication fees in connection with placing the investment with Participants (which fees will generally not be retained by GACM where investments are syndicated by the Funds as Underwriting Investments) or, conversely, the risk of a failed syndication and retention of the investment. As such, the Balance Sheet will have an incentive not to agree to allocate a portion of a co-investment opportunity to a Third Party Participant where the post-closing syndication is expected to be challenging or subject to significant risk of failure. While General Atlantic may choose on a case-by-case basis to cause the Balance Sheet to fund all or any potion of the amount of an investment allocated to Participants and/or allocate a co-investment opportunity to a Third Party Participant, it is expected that the Funds will typically fund such amounts as Underwriting Investments. The Funds will therefore bear the risk that Participants do not purchase some or all of such investment and the risk of a more concentrated exposure to the relevant investment than was originally desired. Where both the Funds, the Balance Sheet and/or a Third Party Participant fund any portion of an investment that is expected to be syndicated to Participants, the post-closing syndication to Participants other than such Third Party Participant will be apportioned between the Funds, the Balance Sheet and/or such Third Party Participant on a pro rata basis (or on such other basis as General Atlantic and/or Actis determines to be fair and equitable, including, without limitation, taking into account any legal, regulatory, tax or similar considerations applicable to the Funds, the Balance Sheet and/or such Third Party Participant). If there is insufficient co-investor demand, and the full amount bridged by the Funds, the Balance Sheet and/or a Third Party Participant in the aggregate is not syndicated, the Funds will be left with a more concentrated exposure to the relevant investment than was originally desired and a more concentrated exposure than it would have had if the Funds’ portion of such investment were transferred to Participants on a priority basis relative to the Balance Sheet and/or such Third Party Participant. In addition, where the Balance Sheet, the Funds and/or a Third Party Participant fund any portion of a follow- on investment that is expected to be syndicated to Participants and any portion of such follow-on investment is not taken up by the relevant Participants, the Balance Sheet, such Third Party Participant and/or the Funds may as a result participate in the follow-on investment on a non-pro rata basis relative to their share of the original investment. 77  In addition to economic interests, the voting, control and governance rights (to the extent applicable) with respect to an investment in which the Funds, Other Advisory Clients, the Balance Sheet entities, a Third Party Participant and/or other Participants invest can be structured in a number of ways depending upon various considerations relating to the specific investment and the entities participating, and such structures may disregard the size of the Funds’ investment relative to any of the Participants. Where Participants have interests or requirements that do not align with those of the Funds, including in particular differing liquidity needs or desired investment horizons, conflicts will arise with respect to the manner in which the voting or governance rights (if any) with respect to an aggregating entity (or similar entity) are exercised, potentially resulting in an adverse impact on the Funds. Similarly, in cases where the Balance Sheet, a Third Party Participant or Other Advisory Clients make “selldown investments” and the applicable Participants ultimately do not consummate their proposed investments (and, consequently, the Balance Sheet, a Third Party Participant and/or such Other Advisory Clients retain their “selldown investments”), the Balance Sheet, a Third Party Participant and/or such Other Advisory Clients may end up holding interest in or with respect to a portfolio company or issuer in which the Funds are invested that is in a different part of the capital structure of such portfolio company or issuer compared to the Funds’ investment therein, including that the Balance Sheet, a Third Party Participant’s and/or such Other Advisory Clients’ interest may be senior or junior to that of the Funds’ interests. The potential to receive Other Income in connection with syndication activities creates an incentive for General Atlantic to allocate all (or at least a larger portion) of an investment to one or more Participants (thereby reducing the Funds’ share of the investment) than it would in the absence of being able to receive and retain Other Income. Additionally, because General Atlantic and/or its affiliates (and the same personnel who provide services to both General Atlantic and GACM) are heavily involved in negotiating these transactions, they (and GACM) have an incentive to structure the transactions to generate the types of fees that would not be offset against General Partner’s Share or management fees with respect to the Funds or Other Advisory Clients. Warehoused Investments. Actis may enter into one or more arrangements with certain prospective investors in a Fund (the “Warehousing Investors”) pursuant to which the Warehousing Investors will fund an investment (a “Warehoused Investment”) to be acquired by a holding company or similar vehicle managed by Actis or its affiliates (including GASC). Under such circumstances, once the Fund has held a closing, the Fund will acquire some or all of the Warehoused Investment originally funded by the Warehousing Investors for a purchase price equal to the original acquisition cost plus an arm’s length holding charge. In return for funding the original acquisition of the Warehoused Investment for the Fund, the Warehousing Investors may be entitled to receive preferential economic terms with respect to their investments in the Fund which terms are not available to any other Limited Partners, including a discount on the General Partner’s Share and/or carried interest attributable to their investment in the Fund (a “Warehousing Discount”). The offering of the Warehousing Discount as part of the terms on which the Warehousing Investors will warehouse the investment in the Warehoused Investment for the Fund creates a conflict between the interests of the Fund, on the one hand in respect of the negotiation of the terms on which the Fund will acquire the Warehoused Investment from the Warehousing Investors, and Actis, on the other hand, in respect of the negotiation of the Warehousing Discount. 78  Other Statements. Actis and its personnel have made, and may in the future make, oral and written statements or expressions of intent or expectation to investors or their affiliates or acknowledge statements by such persons (“Other Statements”) regarding a Fund or Actis personnels’ activities pertaining thereto. These may include, for example, the anticipated or expected allocation and terms of co-investment opportunities, the anticipated or expected allocation of investment opportunities to the Fund generally and other topics often addressed in legally binding Side Letters. Although such Other Statements are not legally binding, such Other Statements may influence allocation and other decisions of Actis personnel with respect to the operations and investment activities of a Fund and may influence a prospective investor’s decision as to whether to invest in the Fund. By virtue of not being legally binding obligations, such Other Statements will not be considered Side Letters for purposes of any most favored nation’s provisions in actual Side Letters of a Fund. There can be no assurance that any such arrangements will not have an adverse effect on a Fund or any investor. Excuse Rights. As a consequence of one or more Limited Partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or non- participating Limited Partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a Limited Partner defaults on a drawdown in respect of an investment. Although Actis believes it to be unlikely, excuse or other rights requested or received by one or more Limited Partners (or such regulatory, tax or other factors applicable to such Limited Partners) representing a substantial percentage of a Fund have the potential to create significant variations in Limited Partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. A Limited Partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more Limited Partners’ voting rights generally will increase the voting rights percentage of other Limited Partners in the relevant Fund. Further, Limited Partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund. Insurance. Although the Governing Documents generally contain broad exculpation and indemnification provisions, Actis will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by Actis are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Investors generally will be responsible for insurance premiums, as set forth in the Governing Documents. regardless of whether the liability and/or indemnity standards in Actis’ insurance coverage are higher or lower than that set forth in the Governing Documents. Risks relating to Strategic Relationship with Insurance Business. General Atlantic and its affiliates own and may in the future invest in economic and voting interests in, and manage capital on behalf of Insurance Accounts. Under such arrangements, in exchange for advisory and other 79  fees (all of which typically differ materially from the terms of the Funds), General Atlantic provides investment advisory and management services to such Insurance Accounts including sub- allocation services with respect to certain assets of such Insurance Accounts. General Atlantic expects to allocate such assets across various investment strategies in which the Fund and Other Advisory Clients invest and a portion of such assets may be invested in the Funds and/or alongside the Funds. In light of the potential investment of the assets of such Insurance Accounts in or alongside the Funds, the Funds will therefore indirectly bear credit related risks including default risks resulting from risks impacting the reinsurance industry. In general, reinsurance transactions are risk transfer arrangements with respect to insurance liabilities. In such transactions, one insurance company transfers or “cedes” the relevant insured risk to another insurance company as the reinsurer, which in connection with the reinsurer assuming such liabilities, will also be entitled to the associated insurance premiums, and enjoy the benefits (and bear the risks) of the asset portfolio backing such reinsured liabilities. This results in the transfer of some or all of the risks and benefits of the reinsured liabilities and of the asset portfolio backing such liabilities to the reinsurer pursuant to the terms of a reinsurance agreement entered into between the reinsurer and the transferring insurance company. In connection therewith, Insurance Accounts’ reinsurance arrangement could provide the cedent insurer with the right to recapture its assets under certain conditions. In the event of a default, a cedent insurer will engage in customary remedies as provided in the applicable reinsurance documents, including the right to recapture any ceded liabilities and the asset portfolio backing such liabilities, which may include such Insurance Accounts’ interests in the Funds and/or their portfolio investments. Any such recapture would be expected to reduce the alignment of interest between General Atlantic, its affiliates and Actis, on the one hand, and the Limited Partners of the Funds, on the other hand. To the extent that any such reinsurance transactions result in a transfer of such Insurance Accounts’ investments in the Funds, only the consent of the Funds’ general partners will be required to effect such transaction, and such general partners would expect to grant such consent. Generally, a reinsurance company’s ability to pay dividends or other distributions is regulated by its regulators and such dividends or other distributions may only be paid out of certain “surplus” capital held by such reinsurer. Adverse developments in the risk exposure of insurance liabilities assumed by an insurer or reinsurer, all else being equal, generally reduces such reinsurer’s “surplus” capital. Thus, for example, a decline in the creditworthiness of a borrower in a financing transaction or a decline in the value of assets securing such borrower’s payment obligations will, all else being equal, lower the reinsurer’s ability to contribute capital to the Funds. Furthermore, the insurance and reinsurance regulatory framework has been subject to increased scrutiny in the United States and various states within the United States. In the past, there have been Congressional and other initiatives in the United States regarding increased supervision and regulation of the insurance industry, including proposals to supervise and regulate alien reinsurers. It is not possible to predict the future impact, if any, of changing law or regulation on the operations of General Atlantic, the Insurance Accounts or their investment in the Funds. Additionally, given overlapping ownership and General Atlantic’s voting power, General Atlantic is or could be perceived to be able to exercise significant influence over matters requiring 80  shareholder approval relating to the business of the Insurance Accounts, including approval of significant corporate transactions, appointment of members of each group’s management, election of directors, approval of the termination of investment management agreements and determination of each group’s corporate policies. In spite of the relationship between General Atlantic and any Insurance Account, the Insurance Account’s participation in the Funds and/or an Other Advisory Client will not be treated as General Atlantic-affiliated or Actis-affiliated capital for purposes of the Governing Documents. Moreover, General Atlantic could grant (or procure that Actis grants) such other Insurance Account certain preferential terms, including access to investment opportunities on a primary basis (whether in the same or a different class of securities or other assets in which the Funds are investing), co-investment opportunities and other preferential terms, which, in each case, are not subject to “most favored nations” treatment by other Limited Partners, regardless of the amount of capital that Limited Partners invest in the Funds or an Other Advisory Client or their relationship with General Atlantic or Actis. None of the foregoing will accrete to the benefit of the Funds, notwithstanding the Insurance Accounts’ investment in the Funds, unless otherwise determined by General Atlantic or Actis in their sole discretion. Finally, General Atlantic (or its affiliates) will be subject to materially different, sometimes conflicting, duties and obligations as a result of contractual, commercial, legal, regulatory, tax and other considerations and restrictions with respect to the Insurance Accounts vis-à-vis the Fund. Therefore, General Atlantic’s and/or Actis’ management and operation of the Funds including any investment decisions may be influenced by such considerations and General Atlantic and/or Actis may make decisions that adversely affect the Funds’ ability to implement its investment objectives. Risks Associated with the Transaction There are certain risks and conflicts that are material in connection with the Transaction. Integration Post-Transaction. One of the anticipated benefits for Actis in connection with the completed Transaction is the integration of the Actis and GASC platforms, which is intended to create operational efficiencies, access to investment processes, data, best practices and information, and cooperation across the combined platform. However, integrating two functionally separate businesses can be a complex process and could present material challenges and there can be no guarantee that such benefits will be achieved or that certain aspects of integration will not have an adverse impact on the GASC and Actis business. As part of the Transaction, investment professionals and senior management team members of Actis have become employees of GASC (the “Transferred Personnel”). While Actis and GASC believe that the terms of the Transaction have been designed to incentivize the Actis leadership team’s commitment to the combined business and to preserve continuity for the current stakeholders in the Actis business, including investors in the Funds, integration between Actis and GASC could nevertheless present material challenges, including, without limitation: integrating their respective corporate cultures; the diversion of management’s attention from ongoing business concerns as a result of management’s attention to the integration process; managing a larger business; maintaining employee morale and retaining key management and other employees, particularly the Transferred Personnel (as defined below); retaining existing, and attracting new, business and operational relationships; the possibility of faulty assumptions underlying 81  expectations on the outcome of the Transaction, including the ability to integrate the businesses where beneficial; consolidating or integrating corporate and administrative infrastructures (including information technology, communications and other systems) and eliminating duplicative operations; complying with additional regulatory regimes that were not previously applicable to Actis and/or GASC; and managing expense loads and maintaining currently anticipated operating margins given that Actis’ and GASC’s business are different in nature and therefore may require additional personnel and compensation expenses. The integration process is expected to have an impact on the investment, legal, reporting and other operations of Actis and the Funds. The terms of the Transaction have been designed to incentivize retention and engagement of the current active owners of the Actis platform over the medium term; however, there can be no guarantee that any current Actis person, or any of the Transferred Personnel, will remain employees or members of GASC. In connection with the Transaction, certain of the Transferred Personnel received (in addition to cash and an ongoing interest in the performance-based compensation from the Funds) shares or other equity interests in GA Partners. Therefore, the financial interests of such Transferred Personnel will not be tied solely to the performance of the Funds, and such Transferred Personnel could be incentivized to take actions that benefit the GASC business as a whole, whether or not such actions are aligned with the specific interests of the Funds. Given that certain contingent incentive plan amounts become payable after achieving certain growth projections, it is possible that there could be higher turnover of the Transferred Personnel once those amounts become payable, or earlier if it is expected that anticipated growth will not be reached (notwithstanding that such Transferred Personnel may have other economic incentives to remain at GASC, including with respect to interests in the performance-based compensation of future Funds). Time Devotion, Ongoing Management by Transferred Personnel. The Transferred Personnel oversee the investment process of the Funds in a manner that complies with applicable policies and procedures of GASC and the governing documents of the Funds, and Actis retains authority over the Funds’ investment committees. Although the Transferred Personnel are expected to continue to focus their time on existing Funds, they are also expected to devote a portion of their time to successor funds to such Funds as well as new Funds, which may not be successor funds to existing Funds, and are also expected to devote a portion of time to the business of GASC, as well as to the integration of certain aspects of Actis and the Funds, and new and/or different legal and regulatory requirements as a result of becoming employees of GASC. The Transferred Personnel may be incentivized to serve the interests of certain Funds and will have conflicts of interest in allocating their time among various business activities. In connection with the Transaction, following regulatory approval, Torbjorn Caesar will join GASC MGP’s Partnership Committee. The Partnership Committee has delegated oversight of day-to-day business activities and certain strategic and balance sheet matters to the Executive Committee. Torbjorn Caesar has joined GASC’s Executive Committee. In his capacity as a member of GASC’s Executive Committee, Torbjorn Caesar is required to make decisions that involve the interests of GASC, including the Actis platform. Accordingly, Torbjorn Caesar has a responsibility to consider a broader set of interests than the Actis platform and the Funds when acting in his capacity as a member of GASC’s Executive Committee. 82  Risks and Developments Relating to U.S. Investment Advisers and Private Funds. As a result of the Transaction (in addition to rules and regulations applicable to Actis in non-United States jurisdictions where Actis conducts business), Actis is now subject to regulatory oversight by the SEC and are required to comply with comprehensive and extensive rules and regulations promulgated under the Advisers Act and other applicable U.S. federal securities laws. There can be no assurance that GASC or Actis will avoid regulatory scrutiny or, potentially, enforcement actions or other sanctions in the future, including, for example, if the SEC takes issue with past or future practices of GASC or Actis. Further, the SEC and other regulatory agencies and governmental authorities have at their disposal a wide range of enforcement powers, with consequences that can include disgorgement, fines and other monetary penalties, censures, cease- and-desist orders, and restrictions on future activities. Any type of sanction against GASC, Actis or their associated persons, including those that do not result in monetary penalties or activity restrictions, would likely result in negative reputational consequences. The SEC has recently adopted several new rules and amendments relating to the management of private funds which will affect GASC’s (including Actis’) business, including increasing compliance burdens and associated regulatory costs and enhancing the risk of regulatory action, including public regulatory sanctions, and may result in a change to the practices of GASC (and Actis) and create additional regulatory uncertainty. In addition, during the same time period, the SEC has proposed several new rules and amendments, including, among others, to address use of data analytics technologies, safeguarding of client assets, oversight of outsourced service providers, disclosures of environmental, social and governance factors in investment strategies, privacy and cybersecurity, that, if adopted, can be expected to affect GASC’s (including Actis’) business and, in such circumstances, also the Funds. To the extent that Actis and the Funds incur fees, costs and expenses to implement the applicable requirements under the Advisers Act and other U.S. federal securities laws, or in response to regulatory examinations, sanctions or actions, such fees, costs and expenses could be substantial, and in certain circumstances, to the extent permitted under the various governing documents of the Funds and applicable law, are expected to be borne by the Funds, and ultimately by their respective investors. Different Interests. GASC has established policies or procedures and implemented operational and compliance controls, to the extent necessary, that seek to address and mitigate conflicts of interest that arise as a result of the different business activities of the Funds and the GASC Vehicles (as defined below). However, no assurances can be given that any such policies, procedures or controls will fully or successfully address potential conflicts of interest stemming from such differing business activities, or will be adequately implemented or free from challenge if GASC is the subject of an examination, investigation or other regulatory inquiry or scrutiny by the SEC, the UK Financial Conduct Authority, the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg or other applicable regulators. The differing businesses could limit the investments that the Funds can make and/or their ability to manage such investments (e.g., as a result of the information GASC has received as a whole), which could adversely impact the Funds’ abilities to implement their respective investment strategies. There can be no assurance that GASC, or its principals and employees (including the Transferred Personnel) will resolve all conflicts of interest in a manner that is favourable to the Funds and their investors. 83  Valuation Matters. While the Funds’ assets continue to be valued in a matter consistent with the relevant Governing Documents, following the Transaction, GASC’s Valuation Policy applies in respect of the valuation of portfolio company securities held by the Funds (to the extent not inconsistent with any requirements set forth in the relevant Governing Documents, as applicable). GASC conducts formal valuations on all investments on a quarterly basis, in accordance with its Valuation Policy. Actis has valuation sub-committees that initially review and approve valuations for the investments held by the Funds. Final valuations are ultimately reviewed and approved by an independent Valuation Committee of GASC. The respective investment teams for the Funds and GASC Vehicles work together to provide data and documentation forth portfolio company, and review and comment over the valuations, but do not have control over the valuation process or final valuations. As a result of regulatory requirements in the United Kingdom and Luxembourg, certain Actis entities must review and provide final approval of their Fund-level valuations after they have been approved by Valuation Committee. Some may also need to comply with a standalone Fund or manager-level valuation policy, which will align with GASC’s Valuation Policy. The valuation of a Fund’s portfolio investments will affect reported Limited Partner performance and the General Partner’s Share, payable by a Fund’s Limited Partner during the period in which the General Partner’s Share, as applicable, are calculated based upon the fair market value of such Fund’s portfolio as described herein. However, there may be investments as to which current or reliable market price information may be unavailable, and consequently, GASC may use its discretion to determine the appropriate means of valuation. There can be no assurance that GASC and/or Actis will have all the information necessary to make valuation decisions in respect of these investments, or that any information provided by third parties on which such decisions are based will be correct. There can be no assurance that the value assigned to an investment at a certain time will equal the value that an investor is ultimately able to realize. Moreover, please see GASC’s Form ADV Part 2A for additional information related to the risks applicable to GASC. ITEM 9. DISCIPLINARY INFORMATION Actis and its management persons have not been subject to any material legal or disciplinary events that would be material to a client’s or a prospective client’s evaluation of Actis’ advisory business or the integrity of Actis or its management persons. INDUSTRY ACTIVITIES AND ITEM 10. OTHER FINANCIAL AFFILIATIONS Actis is affiliated with GASC and other investment advisers, including General Partners and equivalent entities formed and subject to the Advisers Act pursuant to GASC’s registration in accordance with SEC guidance. These advisers also include GASC’s other relying advisers that are registered under the Advisers Act pursuant to GASC’s registration. These entities operate as a single advisory business together with Actis and serve as managers or general partners of Funds 84  and other pooled vehicles and generally share common owners, officers, partners, personnel, consultants or persons occupying similar positions. Certain affiliates of Actis are regulated by foreign financial industry regulators. Namely, Actis Africa Limited is authorized and regulated by the Financial Conduct Authority of the United Kingdom and the Financial Sector Conduct Authority in South Africa. Actis Limited (HK) is regulated by the Financial Services Agency of Japan. Actis Manager Singapore Pte Limited is regulated by the Monetary Authority of Singapore. Actis West Africa Income Manager is regulated by the Securities and Exchange Commission, Nigeria. GASC’s Form ADV Part 1, Schedule R identifies Actis LLP, Actis GP, Neoma, Actis EU, and AUK, each of which is ultimately owned by GA Partners, and certain managing directors, operating partners and other professionals of GASC, as “relying advisers” of GASC. Actis LLP, is authorized and regulated by the Financial Conduct Authority in the United Kingdom and the Financial Sector Conduct Authority in South Africa. Actis GP, is authorized and regulated by the Financial Conduct Authority in the United Kingdom and the Financial Sector Conduct Authority in South Africa. Neoma is authorized with the Financial Services Commission in Mauritius and the Financial Sector Conduct Authority in South Africa. Actis EU, is authorized with the Commission de Surveillance du Secteur Financier in Luxembourg. AUK is authorized and regulated by the Financial Conduct Authority in the United Kingdom. General Atlantic Singapore Management Pte. Ltd. (“GASFM”), a wholly owned subsidiary of GASC, holds a Capital Markets License issued by the Monetary Authority of Singapore to provide investment management services. GASFM is also identified as a “relying adviser” of GASC, although it only manages internal funds and not third-party capital. General Atlantic (UK) LLP, a subsidiary of GASC, is authorized with the Financial Conduct Authority in the United Kingdom. General Atlantic Asia Limited, a subsidiary of GASC, has a Type 1 license from the Securities and Futures Commission of Hong Kong. General Atlantic Gulf Limited (“GAGL”), a wholly owned subsidiary of GASC, holds a Type 4 License issued by Financial Services Regulatory Authority of the Abu Dhabi Global Market. GAGL is a service company to GASC. GASC is registered with the Australian Securities and Investments Commission as a foreign company and has received exemptive relief from the requirement to hold an Australian financial services license. ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING A. Code of Ethics/Insider Trading Actis has adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Advisers Act. Actis’ Code requires, among other things, that employees: 85   Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, investors, prospective investors, investment prospects, their employer, and their fellow employees;  Place the interests of investors and the interests of Actis and GASC ahead of the employee’s own personal interests;  Adhere to the fundamental standard that an employee should not take inappropriate advantage of his or her position;  Adhere to the highest standards with respect to any actual or potential conflict of interest; Conduct all personal securities transactions in full compliance with the Code;  Act in a dignified manner and not engage in risky activity or improper behavior; and  Comply with applicable provisions of the federal securities laws.  The Code also requires employees to either set up an electronic brokerage feed through a web- based compliance monitoring system that is utilized by GASC’s Legal and Compliance Department, or send broker account statements or otherwise report personal securities transactions on at least a quarterly (or more frequent) basis. Employees are also required to provide GASC with a summary of certain holdings both initially upon commencement of employment and annually thereafter over which such employees have a direct or indirect beneficial interest. A copy of the Code will be made available to any Limited Partner or prospective Limited Partner upon request. B. Personal Investments Principals and personnel of Actis and its affiliates generally are expected to directly or indirectly own an interest in one or more Funds, including certain co-invest vehicles. To the extent that co- invest vehicles exist, such vehicles are expected to invest in one or more of the same portfolio companies as a Fund. Co-invest opportunities generally are also expected to be presented to certain affiliates of Actis, as well as third-party investors and other persons, and such co-investments may be effected through co-invest vehicles, directly in a particular portfolio company or through an intermediate entity in a portfolio company’s structure. Such co-investment opportunities generally will be allocated in the manner described under “Methods of Analysis, Investment Strategies and Risk of Loss.” Actis and its affiliates, principals and personnel expect to carry on investment activities for their own account, for personal or employee investment vehicles and, potentially, for family members, friends or others who do not invest in a Fund, as well as give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, any Fund, even though their investment objectives may be the same or similar. The Governing Documents and investment programs of certain Funds generally restrict, limit or prohibit, in whole or subject to certain procedural requirements, investments of certain other vehicles in issuers held by such Funds or give priority with respect to investments to such Funds. Some of these restrictions 86  could be waived by investors (or their representatives) in such Funds or be subject to limitations (e.g., by time or percentage of capital deployed). Personnel of Actis can be expected to have friendships or other personal relationships with personnel and other individuals associated with entities with which Actis does or may seek to do business, including individuals who serve as directors, principals or employees of investors, clients, and existing and prospective portfolio investments, as well as service providers to the foregoing. Personal relationships may develop out of business-related or other professional interactions, or vice versa. The existence of personal relationships may serve to benefit the Funds (for example, by providing networking opportunities through which Actis personnel could be introduced to potential service providers for the Funds) but also create a potential conflict of interest, by giving rise to incentives for the parties to share business or other professional opportunities, including those relating to the business of Actis, investors, the Funds and portfolio companies, in order to enhance or otherwise further their personal relationship, or vice versa, even when doing so may not be in the best interest of the Funds. While Actis generally expects conflicts of interest of this nature to be mitigated by Actis’ Code, which generally requires supervised persons of Actis to act in the best interest of the Funds, without regard to an individual’s own interest, and imposes certain approvals and notice for outside investments, business activities and conflicts, it is unlikely that the potential for conflicts of interest relating to personal relationships can be fully mitigated. ITEM 12. BROKERAGE PRACTICES Actis focuses on securities transactions of private companies and generally purchases and sells such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, Actis reserves the right to distribute securities to investors in a Fund or sell such securities, including through using a broker-dealer, such as where a public trading market exists. Although Actis does not intend to regularly engage in public securities transactions, to the extent it does so, it intends to follow the brokerage practices described below. If Actis sells publicly traded securities for a Fund, it is responsible for directing orders to broker- dealers to effect securities transactions for accounts managed by Actis. In such event, Actis will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, Actis reserves the right to consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) responsiveness to requests for trade data and other financial information. Actis has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although Actis generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and 87  thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Consistent with Actis seeking to obtain best execution, brokerage commissions on client transactions are permitted to be directed to brokers in recognition of research furnished by them, although Actis generally does not make use of such services at the current time and has not made use of such services since its inception. Actis does not anticipate engaging in significant public securities transactions; however, to the extent that Actis engages in any such transactions, orders for the purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for Funds are completed independently, Actis also reserves the right to purchase or sell the same securities or instruments for several Funds simultaneously. Actis is permitted, but not obligated, to purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Fund of Actis is favored over any other Fund. When an aggregated order is filled in its entirety, each participating Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. To the extent such orders are not batched, they may have the effect of increasing brokerage commissions or other costs. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Fund participating in such buy or sell order in accordance with the amount of securities originally requested for such Funds. Each Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. Exceptions to pro rata allocations are permissible; provided Actis believes they are fair and equitable to its clients under the circumstances over time. In Actis’ private company securities transactions on behalf of the Funds, Actis reserves the right to retain one or more broker-dealers or investment banks, the costs of which will be borne by the relevant Fund and/or its portfolio companies. In determining to retain such parties, Actis reserves the right to consider a variety of factors, including: (i) capabilities with respect to the type of transaction being contemplated; (ii) commissions or fees charged; (iii) reputation of the firm being considered; and (iv) responsiveness to requests for information. As a result, although Actis generally will seek reasonable rates for such services, the market for such services involves more subjective evaluations than public securities brokerage transactions, and the Funds may not pay the lowest commission or fee for such services. ITEM 13. REVIEW OF ACCOUNTS The investments made by the Funds generally are private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, Actis monitors companies in which the Funds invest, and the portfolio management team periodically checks to confirm that each Fund is maintained in accordance with its stated objectives. 88  Subject to the relevant Governing Documents, a Fund generally will provide to its Limited Partners (i) annual GAAP audited and quarterly unaudited financial statements and (ii) annual tax information necessary for each Limited Partner’s tax return and (iii) quarterly reports providing a narrative summary of the status of each portfolio company investment and certain other disclosure items. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION Actis and/or its affiliates intend to provide certain business or consulting services to companies in a Fund’s portfolio and expect to receive compensation from these companies in connection with such services. As described in the Governing Documents, this compensation in many cases will offset a portion of the General Partner’s Shares paid by such Fund. However, in other cases (e.g., reimbursements for out-of-pocket expenses directly related to a portfolio company), these fees are in addition to General Partner’s Shares. See “Fees and Compensation.” Actis reserves the right to enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a Limited Partner in a Fund. Any fees payable to any such placement agents generally will be borne by Actis indirectly through an offset against the General Partner’s Share under the Governing Documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). ITEM 15. CUSTODY Actis generally expects that it will be deemed to have “custody” (within the meaning of Advisers Act Rule 206(4)-2 (the “Custody Rule”)) of funds or securities held in the name of one or more Funds, subject to certain exceptions set forth in the Custody Rule and related guidance. ITEM 16. INVESTMENT DISCRETION Actis has discretionary authority to manage investments on behalf of each Fund. As a general policy, Actis does not allow Limited Partners to place limitations on this authority. Pursuant to the terms of the Governing Documents, however, Actis and/or its affiliates have entered, and expect to enter, into Side Letters with certain Limited Partners whereby the terms applicable to such Limited Partner’s investment in a Fund are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. Actis assumes this authority pursuant to the terms of the Governing Documents and powers of attorney executed by the Limited Partners of such Fund. ITEM 17. VOTING CLIENT SECURITIES Actis has written policies and procedures governing proxies to which the General Partner of each Fund must adhere. In general, the policy requires the General Partners to vote proxies in the interest of maximizing shareholder value. To that end, the General Partners vote in a way that they believe, consistent with their fiduciary duties, will cause the value of the issuer to increase the most or 89  decline the least. Consideration is given to both the short- and long-term implications of the proposal to be voted on when considering the optimal vote. Actis or its affiliates maintain a record of all proxy votes cast on behalf of the Limited Partners. Limited Partners may contact Actis for a copy of its policy and procedures or information with respect to a specific proxy vote. Actis’ proxy voting policy is only applicable to investments made by the Funds in publicly listed securities. The General Partners are not required to vote every proxy, and there may be times when Actis determines that refraining from voting is in the best interests of the Limited Partners. This may occur where, for example, Actis determines that the cost to the Limited Partners of voting the proxy exceeds the expected benefit to the Limited Partners. ITEM 18. FINANCIAL INFORMATION Actis does not require prepayment of fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. 90