GLYNN CAPITAL MANAGEMENT, LLC

Investment Adviser Brochure Form ADV Part 2A Disclosure Statement for Clients of and Investors in Funds Managed by Glynn Capital Management LLC March 27, 2025 Glynn Capital Management LLC 1540 El Camino Real Suite 110 Menlo Park, CA 94025 Tel: (650) 854-2215 This brochure provides information about the qualifications and business practices of Glynn Capital Management LLC. If you have any questions about the contents of this brochure, please contact us at 650-854-2215. 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 Glynn Capital Management LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Glynn Capital Management LLC is 111296 Glynn Capital Management LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 282836769 v5  ADV Item 2 – Material Changes This brochure, dated March 27, 2025, has been prepared by Glynn Capital Management LLC and supersedes the prior version of this brochure, dated March 27, 2024 (the “Prior Version”). Since Glynn Capital Management LLC’s last Annual Updating Amendment, there have been no material changes made to this brochure. In addition, Glynn Capital Management LLC routinely makes non-material changes and updates throughout this brochure to improve and clarify the description of its business practices, compliance policies and procedures, as well as to respond to evolving industry best practices. 2 282836769 v5  ADV Item 3 – Table of Contents Item 1 Cover Page ....................................................................................................................... 1 Item 2 Material Changes ............................................................................................................. 2 Item 3 Table of Contents ............................................................................................................. 3 Item 4 Advisory Business ........................................................................................................... 4 Item 5 Fees and Compensation ................................................................................................... 5 Item 6 Performance-Based Fees and Side-By-Side Management .............................................. 8 Item 7 Types of Clients ............................................................................................................... 9 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ........................................ 9 Item 9 Disciplinary Information ................................................................................................ 20 Item 10 Other Financial Industry Activities and Affiliations...................................................... 20 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. 21 Item 12 Brokerage Practices ....................................................................................................... 23 Item 13 Review of Accounts ....................................................................................................... 25 Item 14 Client Referrals and Other Compensation ..................................................................... 26 Item 15 Custody .......................................................................................................................... 27 Item 16 Investment Discretion .................................................................................................... 27 Item 17 Voting Client Securities ................................................................................................. 27 Item 18 Financial Information ..................................................................................................... 28 3 282836769 v5  ADV Item 4 – Advisory Business Introduction Glynn Capital Management LLC is a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) and a Delaware limited liability company. For purposes of this brochure, the terms “GCM,” “Glynn Capital,” and “Firm” mean Glynn Capital Management LLC along with its affiliated general partners of the Funds (as defined below). The Firm’s investors are generally institutions and high-net-worth individuals. GCM has been in business since August 1983, and its predecessor, Lamoreaux, Glynn & Associates, was founded in 1974. The principal owners of the Firm are Barbara A. Glynn and David S. Glynn, Co-Trustees of the Glynn Family Trust – Marital Trust u/a/d 6/27/1994 and Barbara A. Glynn, Trustee of the Glynn Family Trust – Survivor’s Trust u/a/d 6/27/1994. The Firm is affiliated with entities that serve as the general partners to each of the Funds, and each of the Funds is controlled by its respective general partner or manager. GCM provides investment advisory services on behalf of separate accounts (“Separately Managed Accounts”) and investment vehicles, which may be structured as fund vehicles (collectively, the “Funds” or “Clients”) in accordance with the limited partnership agreement (or analogous organizational document) or separate investment advisory agreement and/or contractual side letters, if any, with such Fund’s investors (collectively, “Governing Documents”). Investment restrictions for the Clients, if any, are generally established in the Governing Documents of the applicable Client. It is not the Firm’s practice generally to enter into agreements, commonly known as “side letters,” with any investors under which the Firm waives or modifies certain investment terms for those investors, but the Firm has in certain instances entered into side letters and may do so in the future without disclosing to or obtaining the consent of any other investor in the Funds (unless required by applicable law). To the extent the Firm enters into side letters, typically it is to accommodate certain regulatory or internal policy requirements of an investor. The Firm’s investment advisory services consist of (i) identifying and evaluating investments in public and private companies in the technology sector, (ii) structuring, negotiating, consummating investments on behalf of the Clients, (iii) managing and monitoring such investments, and (iv) disposing of such investments. In particular, GCM pursues a venture-capital investment strategy for some of its Funds (the “Venture Funds”), a long-only public equities investment strategy for some of its Funds (the “Public Funds”) and a public/private strategy for other Clients (the “Hybrid Funds”). The Separately Managed Accounts employ a long-only public equities investment strategy. In addition, two Separately Managed Accounts managed by the Firm hold a diversified portfolio of the securities of US-based businesses. The Firm employs a fundamental research approach for all strategies. Although the Firm does not generally offer co-investment opportunities to the investors in the Funds, the Firm may in its discretion offer direct co-investment opportunities in private companies to one or more (but not necessarily all) Fund investors, or their affiliates; provided, however, that the Firm shall make such allocations in good faith in a manner which it believes to be fair and reasonable. Such co-investment opportunities are subject to approval by the applicable Conflicts Committee consisting of the Fund’s limited partners (hereinafter referred to as the “LP Conflicts 4 282836769 v5  Committee”) for certain GCM Venture Fund Clients that have “first look” rights to all private investment opportunities. Assets Under Management As of December 31, 2024, GCM managed a total of $1,649,220,607 of assets, all of which are managed on a discretionary basis. The Firm does not currently advise or manage any assets on a non-discretionary basis. ADV Item 5 – Fees and Compensation Management Fees As compensation for investment advisory services rendered to the Clients, GCM typically receives a management fee (each, a “Management Fee”) for each such Client. The precise amount of, and the manner and calculation of, the Management Fee differs from one Fund to another, as set forth in such Fund’s Governing Documents received by each investor prior to investment. The Management Fee is typically calculated as a percentage of the investors’ total capital commitments, total capital balance, or fair market value of the portfolio, as further detailed below and in the Governing Documents of each Fund or Separately Managed Account. the Governing Documents; consequently, no refund is required Management Fees are payable either monthly or quarterly in advance or deducted in arrears. For the majority of the Funds with fees charged in advance, investors are able to liquidate at the end of each period (e.g., end of the month, end of the quarter, or end of the life of the Fund) under the terms of in such circumstances. For Separately Managed Accounts with fees charged monthly in advance, if the agreement is terminated on a date other than the end of a calendar month, Management Fees will be pro-rated as of the effective date of termination. Pursuant to the Governing Documents of the applicable Fund, the Management Fee shall be reduced by an amount equal to any private placement or finders’ fees paid by the Fund in connection with the formation of the Fund. Venture Funds. The Management Fee for the Venture Funds is 2.0% of committed capital annually. Pursuant to the Governing Documents of certain GCM Venture Funds, after a specified time period and/or the raising of successor funds, the Management Fee is subject to a step-down. The Management Fees for the Venture Funds are paid quarterly in advance. Additionally, for one Venture Fund, the fee is computed using a breakpoint for each level of investment. Hybrid Funds. The Management Fee for GCM’s Hybrid Funds is 1.5% annually. For one GCM Hybrid Fund, the Management Fee is based on the average market value of such Fund’s assets during the quarter, payable in arrears. For the other GCM Hybrid Funds, the fee is based on each limited partner’s capital account (adjusted to cost for private securities) and side pocket capital account (adjusted to cost for private securities). For these Funds, the fee is paid quarterly in advance. Additionally, for two Hybrid Funds, the fee is computed using a breakpoint for each level of investment. 5 282836769 v5  Public Funds and Separately Managed Accounts. For GCM’s Public Funds and Separately Managed Accounts, the Management Fee generally ranges between 0.70% and 2.0% annually, based on the net asset value of the portfolio or each investor’s total capital balance, payable either monthly or on a quarterly basis, in accordance with each Client’s Governing Documents. For the majority of its Public Clients, GCM deducts fees from the Clients’ assets. Some Clients are billed on a quarterly basis, payable on the first day of the succeeding quarter. Some Clients are billed on a monthly basis in advance. The terms of the billing vary for each Client and are stated in the applicable Client’s Governing Documents. One Separately Managed Account Client is beneficially owned by certain members of the Firm and their family members and is not charged a Management Fee. For a discussion of potential conflicts of interest, please see Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading). Adviser Expenses To the extent provided in the Governing Documents of the Funds, GCM is responsible for paying certain ordinary overhead and administrative expenses, including salaries, rent and equipment expenses, and expenses incurred in investigating and evaluating investment opportunities. In addition, the Firm generally bears the cost of organizational costs that exceed a negotiated cap. The Firm is not responsible for any (i) Fund expenses or (ii) organizational expenses that fall below an agreed-upon cap as set forth in the applicable Governing Documents of the Fund. The Management Fees and other fees and distributions described herein are generally subject to modification, waiver, or reduction by GCM in its sole discretion, both voluntarily and on a negotiated basis with selected investors. Certain investors in the Funds who are current employees and members of their families can typically invest directly or indirectly in certain Funds, and Management Fees and Performance-Based Fees with respect to such investments are usually waived. GCM reserves the right to revise its fees for future Funds offered by it. Prospective investors in any future Funds should review with care the descriptions of fee arrangements in the private placement offering memorandum and Governing Documents for those Funds. Fund Expenses Pursuant to the Governing Documents of the applicable Fund, each Fund will bear its own costs and expenses, liabilities, and obligations relating to its operation, and other typical expenses, including organization costs, administration costs, costs associated with the purchase and sale of investments, interest expenses, ongoing legal expenses, ongoing accounting and tax expenses, line of credit expenses, bank and custodian fees, brokerage commissions, liability and other insurance premiums, costs of independent securities appraisers and advisors, taxes, license fees, costs associated with liquidating the Fund, placement or finders’ fees (subject to Management Fee offset described in Item 5 above), and extraordinary expenses. Please also see Item 12 (Brokerage Practices) for further details on expenses. 6 282836769 v5  Each Separately Managed Account bears those expenses set forth in the Governing Documents of the applicable Separately Managed Account and are determined on a case-by-case basis. Investors should consult the Governing Documents relating to the applicable Funds or Separately Managed Accounts for additional details on these fee arrangements. 7 282836769 v5  ADV Item 6 – Performance-Based Fees and Side-by-Side Management The majority of Clients are charged an asset-based fee and a performance-based fee. The Firm does not believe that the differential in fees alone is sufficiently material to create a conflict of interest whereby some Clients would be favored over others for investment allocations. With respect to each pooled private investment vehicle offered by the Firm, a portion of profits of each such vehicle is allocated to its general partner as “carried interest” (the “Carried Interest”) or incentive fees based on the parameters set forth in the applicable Governing Documents. In most cases for Public Fund Clients and Separately Managed Account Clients, the Firm charges an annual incentive fee in the range of 15% to 20%, on either realized or unrealized gains, depending upon the Client, calculated and payable at the end of each calendar year in accordance with each Client’s Governing Documents. Some Public Fund Clients and Separately Managed Account Clients are charged a performance fee only when the accounts’ performance exceeds a hurdle rate. Venture Fund Clients are charged a performance fee of 20%. Glynn Capital’s Hybrid Fund Clients are charged a performance fee of 15% to 20%. GCM has two Separately Managed Account Clients that are not charged a performance-based fee because the type of investments traded for such Clients is atypical compared to the other strategies employed by GCM. They are stable, diversified portfolios of primarily large United States-based companies (both technology and non-technology companies). In addition, one Separately Managed Account Client is beneficially owned by certain members of the Firm and their family members and is not charged a performance fee. Performance-based fees create an incentive for the Firm to make riskier or more speculative investments than would be the case in the absence of such arrangements. Performance-based fees may also create an incentive for the Firm to favor Clients with performance-based fee arrangements over Clients that do not have such arrangements or, alternatively, favor Clients with higher performance-based fees over accounts with lower performance-based fees. However, the Firm is committed to fulfilling its fiduciary duty to its advisory clients to act at all times in their best interests. The Firm has implemented internal controls regarding trade and investment allocation to address the potential conflicts associated with performance-based fees. Additionally, the Firm’s allocation policies are designed to ensure investment opportunities are allocated fairly over time and allocations are not determined based on the desire to earn a performance-based fee. Potential Conflicts of Interest Carried Interest. Instances may arise where the interests of the Firm (or its principals) conflict with the interests of the Funds and their investors. For example, the existence of the general partners’ Carried Interests (where applicable) create an incentive for the Firm to make more speculative investments on behalf of the Clients than it would otherwise make in the absence of such performance-based arrangements. However, the Firm is committed to acting at all times in the best interests of Clients. Furthermore, since certain of the Clients are invested in the same portfolio investment, at the time of disposition of the portfolio investment the Firm may be incentivized to prioritize the exit of the investment for certain Clients based upon a variety of 8 282836769 v5  factors, including but not limited to, cost of the portfolio investment to the Client and (where applicable) the Client’s Carried Interest Distribution. In addition, the Tax Cuts and Jobs Act of 2017 restricts carried-interest tax treatment to investments held three years or longer; the Firm may be incentivized to hold investments longer than it would otherwise do in order to receive the preferential tax treatment. Please refer to each Client’s Governing Documents for further information regarding risk factors and conflicts of interest. ADV Item 7 – Types of Clients GCM currently provides investment advisory services to the Funds. Investment advice is provided directly to the Funds and not individually to investors in such Funds. The Funds’ investors are limited to individuals and entities that meet certain suitability criteria, including “accredited investors,” “qualified clients,” and “qualified purchasers.” The Firm also provides investment services to Separately Managed Accounts. The minimum portfolio size for new Separately Managed Accounts is $25 million. The minimum requirement to make an investment in a private investment fund is generally $1 million. GCM has the option to waive these minimum requirements in its sole discretion. ADV Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies The Firm pursues a venture-capital investment strategy for the Venture Funds, a long-only public equities investment strategy for the Public Funds, and a public/private strategy for the Hybrid Funds. The Separately Managed Accounts employ a long-only public equities investment strategy. In addition, two Separately Managed Accounts managed by the Firm hold a diversified portfolio of the securities of primarily large, stable, US-based businesses. The Firm employs a fundamental research approach for all strategies. GCM seeks to identify trends in technology that the Firm believes will produce significant companies over the coming decade and to invest in the top companies leading or benefiting from each of these trends. The Firm typically follows an iterative process, synthesizing the insights it acquires from meetings and analyses, as well as drawing upon the Firm’s experience in technology investing, its existing portfolio of private companies, and employees’ respective networks. The investment team endeavors to meet regularly with entrepreneurs, management teams, companies, and venture investors, which the Firm believes helps it to refine its investment theses and identify prospective investments. Once the team has identified a potential investment, employees conduct a fundamental research process, meeting with some or all of the following: the company’s management team, investors, customers, suppliers, competitors, partners, experts engaged through expert networks, and others. The investment team begins to evaluate if the company satisfies its investment criteria. The Firm seeks to invest in companies with a large market opportunity; a high-quality management team that can attract and retain talent; an attractive business model that can produce high levels of operating cash flow; and distinct competitive advantages that are durable in nature. This analysis 9 282836769 v5  considers qualitative and quantitative factors that GCM believes influence the company’s long- term potential. In addition to qualitative factors, the investment team builds a valuation model based on the body of research compiled to determine, in the Firm’s view, the fair market value for a company. Such models typically evaluate the downside, upside, and base case of the business to determine whether the investment as proposed provides a return that meets GCM’s underwriting guidelines. General Risks The types of investments made by the Firm involve a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in a Fund must be prepared to bear the risk of significant loss of the value of their investments. Prior to making a commitment to invest in a Fund, prospective investors should carefully review the applicable Governing Documents and private placement memorandum of such Fund and consult their own financial, legal, and tax advisers. Material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include but are not limited to, the following: Past Performance Not Indicative of Future Results. The past performance of the investments in which the Firm’s investment professionals participated is not necessarily indicative of future results. There can be no assurance that the Funds will generate investment returns commensurate with past performance. Reliance on the Firm. Decisions with respect to the management of the Funds will be made by the Firm. The Firm will have the exclusive responsibility for the Funds’ activities, and other than as expressly set forth in the Funds’ Governing Documents, investors will not be able to make investment or other decisions in the management of the Funds. The success of the Funds will depend upon the ability of the Firm to identify and consummate suitable investments and to dispose of investments for a profit. The loss of services of one or more of the Firm’s investment professionals could have an adverse impact on a Fund’s ability to realize its investment objectives. There can be no assurance that each of the Firm’s investment professionals will continue to be affiliated with the Funds throughout their anticipated terms. Reliance on Principals. The loss of any of the principals of the Firm would have a significant adverse impact on the business of the Funds and their financial performance. No assurances can be given that any principal will continue to be affiliated with the Funds throughout their term. Notwithstanding any prior experience that the principals may have in making investments of the type expected to be made by the Funds, any such experience necessarily was obtained under different market conditions and with different technologies at the forefront of development. There can be no assurance that the principals will be able to duplicate prior levels of success. Competitive Marketplace. The marketplace for venture capital and public investing has become increasingly competitive. Participation by financial intermediaries has increased; substantial amounts of capital have been dedicated to making investments in the private sector; and the competition for investment opportunities is at high levels. There can be no assurances that the 10 282836769 v5  principals of the Firm will locate an adequate number of attractive investment opportunities. To the extent that the Funds encounter competition for investments, returns to investors in any particular Fund may vary. Counterparty Risk. The Firm and/or its Clients may be subject to credit risk with respect to the counterparties to instruments entered into directly by the Clients or held by the Clients’ underlying investments. The Funds will also be subject to the risk that a counterparty may become unwilling or unable to meet its obligations prior to settlement. The Clients may also be exposed to the credit risk of counterparties through a wide range of activities that occur in the normal course of the activities of the Clients, including through service providers, banks, brokers, insurance providers, trading counterparties, co-investors, portfolio companies, prospective portfolio companies, or other entities that the Clients will have financial exposure to. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a contract due to financial difficulties, the Clients may experience significant delays in obtaining any recovery under the contract in a bankruptcy or other reorganization proceeding. The Clients may obtain only a limited recovery or may obtain no recovery in such circumstances. The Firm is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with a single counterparty. The ability of the Firm to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities, and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Clients, especially during unusually adverse market conditions. Bank Deposits Risk. Deposits maintained at a Federal Deposit Insurance Corporation (“FDIC”) insured bank are covered up to $250,000 per depositor, per insured bank, for each account ownership category, in the event of a bank failure. Any deposits over $250,000 in cash at a single bank may be lost in the event that the bank fails. Further diversifying banking relationships could serve to minimize the potential uncertainty and destabilizing effect on the Firm’s operations due to concern regarding the financial viability of a single banking institution. In addition, valuation of companies may experience significant price declines, volatility, and liquidity concerns as a result of short- and long-term financing to continue operations at normal levels. Financial Institution Risk; Distress Events. An investment in a Client 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 Client’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, the Firm, the Clients 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 FDIC, 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 11 282836769 v5  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. Any Distress Event has a potentially adverse effect on the ability of the Firm to manage the Clients and their portfolio companies, and on the ability of the Firm, any Client 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 Client 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 Client to access capital contributions or otherwise); the inability of the Client 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 the Firm 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 the Firm will experience operational burdens and expenses, and a Client 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 the Firm 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 Clients and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Client 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 Client, 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 the Firm and/or the relevant Client 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 the Firm seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, the Firm is under no obligation to use a minimum number of Financial Institutions with respect to any Client, or to maintain account balances at or below the relevant insured amounts. Risks Related to Investments. GCM invests in companies in the technology sector. The Funds employ one of several strategies and, depending upon the strategy (as described in each entity’s Governing Documents), invests in public securities, private securities, or both. Venture Funds. In the Firm’s venture-capital business, GCM invests in private companies in the technology industry through a combination of direct venture financing and the purchase of shares from employees, ex-employees, or other individuals or entities that hold shares in the private companies. GCM’s investment team selects the sectors and companies in which it invests, and these judgments are subjective. There is no liquid market for these 12 282836769 v5  investments, and investors should be prepared for long holding periods and/or loss of capital. There can be no assurance that the Firm will be able to exit an investment. Investing in technology securities of any type involves a risk of loss that investors should be prepared to bear. Public Funds and Separately Managed Accounts. Within the Firm’s public-equities business, GCM offers long-only strategies in the form of Funds and Separately Managed Accounts. GCM does not use any options or derivatives. GCM employs a fundamental research process in which the Firm assesses technology trends and analyzes companies on an individual basis. GCM generally invests with a three-year time horizon but may trade in positions or exit positions earlier based on price movements or changes to investment theses. The Firm generally does not attempt to time the market, although it may at times attempt to take advantage of specific securities’ price fluctuations. In performing research, GCM considers both quantitative and qualitative factors. Both types of factors require subjective judgments by GCM’s investment team. In addition, the Funds and Separately Managed Accounts hold concentrated portfolios of technology stocks and do not provide diversification. Technology stocks often exhibit price volatility, and investors should be prepared for significant volatility in performance. Investing in technology securities of any type involves a risk of loss that investors should be prepared to bear. Hybrid Funds. The Firm’s Hybrid Funds hold investments in both public equities and private companies. Usually, these holdings overlap with positions in other Funds. Please see above for more information on the types of public and private companies GCM invests in through the Funds and/or Separately Managed Accounts. There is no liquid market for the funds’ private investments, and investors should be prepared for long holding periods and/or loss of capital. There can be no assurance that the Firm will be able to exit such an investment. Investing in technology securities of any type involves a risk of loss that investors should be prepared to bear. In addition to the risks associated with public and private technology companies as described above, GCM’s Hybrid Funds attempt to allocate capital based on whether the Firm’s investment committee believes public or private technology companies represent a more attractive investment opportunity at any given time, subject to the restrictions in each Fund’s Governing Documents. There can be no assurances that GCM will be able to do this. In addition, the Funds hold concentrated portfolios of technology companies and do not provide diversification. The applicable governing documents of certain of the Hybrid Funds provide for restrictions on the proportion of private company investments that each Hybrid Fund may make, relative to the total fair market value of such Hybrid Fund. A decline in the market value of such Hybrid Funds’ public investments may consequently limit the ability of the Funds to make new private investments, even if such investments would have otherwise been desirable. Moreover, such conditions may persist indefinitely until new capital, increased valuations of the Funds’ public holdings, and/or private-company exits reduce the percentage of private investments. 13 282836769 v5  Other of the Hybrid Funds have limitations on private investments based on their investment strategy, with any targets related to the split between private and public companies calculated based on total fair market value of such Hybrid Fund at the time any particular private-company investment is allocated. In such cases, capital flows of investors in such Hybrid Fund on any given quarter may affect the Hybrid Fund’s ability to make new private investments. Further, GCM’s ability to maintain the target split between private and public company investments will depend on subscriptions and withdrawals, as well as market conditions. There is no guarantee that the Hybrid Funds will achieve any particular split between public and private investments as of any determination date. Investors should review each Fund’s governing documents for details on the mechanics of such caps or targets, as applicable. Risks Inherent in Venture-Capital Investments. The private companies GCM invests in are at an early stage in their businesses and may not have substantial revenues or cash flow. Moreover, they face significant risks, including product, market, and execution risks. In addition, the Funds hold concentrated portfolios of technology companies that do not provide diversification, as further described below. Because the Firm’s Venture Funds sometimes purchase common shares, there is also a risk that the capital structures of the companies could advantage holders of preferred stock over those holding common stock. The Firm attempts to mitigate this risk through screening, but investors should be aware of this risk. No liquid market exists for these companies, and investors should be prepared for long holding periods and the risk of loss. Risk Inherent in the Firm’s Public Investments. In GCM’s Public and Hybrid Funds and Public Separately Managed Accounts, all investments are in technology companies, and these stocks are typically volatile. The Firm does not attempt to manage its portfolios for low volatility. In addition, the Funds hold concentrated portfolios of technology companies that do not provide diversification. The Firm takes a long-term view on positions, but the Firm’s investment team at times attempts to take advantage of the volatility in specific stocks to rebalance portfolios. This trading can, however, lead to increased costs to investors in the form of additional trading commissions and less-favorable tax treatment. Concentration of Investments and Focused Investment Strategy. The Firm pursues a concentrated long-only investment strategy for its Public Funds and the majority of its Public Separately Managed Accounts. The technology sector is more volatile than many others, and equities can move higher or lower rapidly. Because the Firm’s investments are focused on one sector, and because each public portfolio holds a limited number of individual investments, they do not provide diversification to investors. Moreover, individual holdings can each potentially have a significant impact on overall portfolio performance. In addition, a specific investment focus is inherently riskier and could cause the Firm’s 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. While a substantial majority of the equities traded by the Firm’s Public Funds and Separately Managed Accounts, as well as Hybrid Funds, are highly liquid, there are positions held by these Funds that are less liquid, thereby requiring the Firm to take longer to enter or exit such positions. 14 282836769 v5  Absence of Liquidity and Public Markets for Private Investments. The Venture Funds and Hybrid Funds invest in private, illiquid securities. There is no guarantee that these companies will go public or be acquired, nor is there any assurance that GCM will be able to sell its investments to another investor. The possibilities of a company holding an initial public offering or direct listing or becoming public through a merger with a special purpose acquisition company (SPAC) are subject to the movements of the stock market and investor sentiment, and companies must pay substantial costs in order to become public and to set up and operate a compliance infrastructure. Investors should be prepared to hold private securities indefinitely. Because private company investments are illiquid, if it appears that companies will not achieve liquidity events, then such investments may be written down to zero. Because the Firm’s investments are focused on one sector, they do not provide diversification to investors. Investors should be able to bear a total loss of some or all of the investments in the portfolio. Changing Economic Conditions. The success of the Firm’s investment strategy could be significantly impacted by changing external economic conditions in the United States and global economies. The stability and sustainability of growth in global economies may be impacted by risks inherent in the financial system, economic intervention by governments, terrorism, acts of war, corruption climate change, natural disasters, epidemics, pandemics and social unrest, among other events. The availability, unavailability, or hindered operation of external credit markets, equity markets and other economic systems which the Clients and the underlying investments may depend upon to achieve their objectives may have a significant negative impact on the Clients’ or underlying investments’ operations and profitability. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for the Clients or underlying investments to operate successfully. Changing economic conditions could potentially adversely impact the valuation of portfolio holdings. International Conflicts and Geopolitical Events. 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. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Clients or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Clients. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Client 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 15 282836769 v5  Client intends to pursue, all of which could adversely affect the Clients’ ability to fulfill its investment objectives. Trade Policy. The U.S. government has announced tariffs on imports from Mexico, Canada, and China, as well as a plan for the implementation of reciprocal tariffs in respect of countries around the globe. Such actions as well as the responses of other countries and actors could significantly exacerbate the normal risks associated with the Clients 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) demand for investments; (v) available credit in certain markets; (vi) import and export activity from certain markets; (vii) laws, regulations, treaties, pacts, accords, and governmental policies; and (viii) the ability of portfolio companies to implement strategies to produce expansion, reduce costs, improve operations, or otherwise enhance the value of the Clients’ investment in such portfolio companies. Such tariffs have the potential to gravely impact markets, global supply and demand, import/export policies, and the availability of labor in certain markets, and there is no guarantee that additional tariffs or similar measures will not be implemented. The foregoing could seriously impact the operations of the Clients and their ability to realize investment objectives in a timely manner. Changes in Government Regulation. It is expected that the current U.S. administration will seek to enact changes to numerous areas of law and regulations currently in effect. Any such changes could significantly impact the Firm, the Clients, or their investments. Specific legislative and regulatory proposals discussed during election campaigns and recent public statements that might have a material impact include, without limitation, changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements, and antitrust enforcement. Changes in federal policy are subject to further uncertainty, as changes could be implemented at regulatory agencies over time through policy and personnel changes, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. the nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the current presidential administration remain highly uncertain. It is possible that future changes will adversely affect the Firm’s or the Clients’ operating environment and consequently their business, financial condition and results of operations. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on the Firm, the Clients or their investments, including the ability of the Clients to execute their investment objectives and to receive returns. Inflation. Inflation could affect the Clients’ investments adversely in a number of ways. During periods of rising inflation, interest and dividend rates of any instruments a Client or entities related to portfolio investments could increase, which would tend to reduce returns to investors in the Clients. Inflationary expectations or periods of rising inflation could also be accompanied by the rising prices of commodities. During periods of high inflation, capital could flee to other asset classes, which could adversely affect the prices at which a Client is able to sell its investments. The market value of such investments can decline in value in times of higher inflation rates. 16 282836769 v5  Material Non-Public Information. By reason of their responsibilities in connection with their other activities, the principals of the Firm (or their respective affiliates) may acquire confidential or material non-public information and be restricted from initiating transactions in certain securities. GCM will not be free to act upon any such information on behalf of Clients. Due to these restrictions, a Client may not be able to initiate a transaction that it otherwise might have initiated and/or may not be able to sell a portfolio investment that it otherwise might have sold. Investments in Companies Dependent upon New Technologies and Scientific Development. The Firm focuses its investing on technology companies. The specific risks faced by such companies include: • rapidly changing science and technologies; • new competing products and improvements in existing products that may quickly render existing products or technologies obsolete; • scarcity of management, technical, scientific, research, sales, and marketing personnel with appropriate training; • the possibility of lawsuits related to intellectual property rights; and • rapidly changing investor sentiments and preferences with respect to technology sector investments (which are generally perceived as higher risk). Difficulty in Valuing Private Portfolio Investments. Generally, there will be no readily available market for a substantial number of the Venture and Hybrid Funds’ investments, and, as a result, most of such Fund investments will be difficult to value. Due to the absence of readily available market valuations or market quotations for securities of privately held portfolio companies, the valuation of the Funds’ investments in such portfolio companies is determined in good faith by the general partner, which currently uses a third-party valuation agent to assist in the determination of certain valuations. The Funds are not required to have such valuations independently determined. Despite the Firm’s efforts to acquire sufficient information to monitor certain of a Fund’s investments and make well-informed valuation and pricing determinations, members of the Firm may only be able to obtain limited information at certain times. It is possible that members of the Firm may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of a Fund’s investments. As a consequence, valuation determinations may be made without the benefit of an adequate amount of relevant information. Prospective investors should be aware that as a result of these difficulties, as well as other uncertainties, any valuation made may not represent the fair market value of the securities acquired therein. Minority Investments. All of the Clients’ investments represent minority positions in portfolio companies. During the process of exiting investments, the Funds may still hold minority equity stakes. As is the case with minority holdings in general, such minority stakes that the Funds expect to hold will have neither the control characteristics of majority stakes nor the valuation premium accorded to majority or controlling stakes. Leverage. To the extent that any investment is made in a portfolio company with a leveraged capital structure, or any portfolio company borrows or enters into other financing transactions requiring periodic payments, 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 17 282836769 v5  deterioration in the condition of such company or its industry. If such a company is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of any equity investment by the Fund in such company could be significantly reduced or even eliminated. Limitations on Ability to Exit Investments. The Firm expects to exit from the Funds’ private investments in two principal ways: (i) acquisitions and (ii) public-market sales after the company becomes public through an initial public offering or direct listing. At any particular time, any or all of these avenues may not be open to the Funds, or timing with regards to these investments may be inopportune. As such, the ability to exit from and liquidate portfolio holdings may be constrained. Furthermore, at any given time, multiple Funds could be invested in any given investment, which could further constrain the Firm’s ability to exit any such investment at an opportune time. The Firm generally has discretion over when and how to exit investments that become publicly traded, subject to lockup agreements or other legal constraints. The timing and method of any such exit involves judgment and is not guaranteed to be successful. Cybersecurity Breaches and Identity Theft. The Firm’s, portfolio companies’, and vendors’ technology and information systems may be susceptible to interruption from network failures, computer malware, telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors, power outages, or catastrophic events (such as fires, tornadoes, floods, hurricanes, and earthquakes), or damage generally. Although the Firm has implemented, and portfolio companies will likely have implemented, various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Firm, Funds, and Separately Managed Accounts, and/or portfolio companies may have to make a significant investment to fix or, in certain circumstances, replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Firm’s, a Fund’s or Separately Managed Account’s, and/or portfolio company’s operation and result in a failure to maintain the security, confidentiality, or privacy of sensitive data, including personal information relating to investors. Such a failure could harm the Firm’s, a Fund’s, or Separately Managed Account’s, and/or a portfolio company’s reputation, subject any such entity and their respective affiliates to legal claims, increased costs, financial losses, adverse publicity, regulatory intervention and otherwise affect their business and financial performance. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. The service providers of the Clients are subject to the same information security threats. If a service provider fails to adopt or adhere to adequate data security policies, or if the service provider’s network is breached, information relating to the transactions of the Clients and personally identifiable information of the investors (and beneficial owners thereof) may be lost or improperly accessed, used, or disclosed. Public Health Emergencies. Any public health emergency, including but not limited to any outbreak, re-outbreak, or mutation of diseases or pandemics like COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new and related epidemic diseases, or the threat thereof, could have a significant adverse impact on a Fund, Separately Managed Account and their investments and could adversely affect the Firm’s ability to fulfill a Fund’s or Separately 18 282836769 v5  Managed Account’s investment objectives. The extent of the impact of any public health emergency on a Fund’s or Separately Managed Account’s investments and operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, unemployment levels, consumer confidence and spending levels, 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. The effects of a public health emergency could materially and adversely impact the value and performance of a Fund’s or Separately Managed Account’s investments, the Firm’s ability to source, manage and divest investments on behalf of a Fund or Separately Managed Account, and the ability to achieve a Fund’s or Separately Managed Account’s investment objectives, all of which could result in significant losses to the investors. In addition, the operations of a Fund, a Separately Managed Account, their portfolio companies, and the Firm could be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of the personnel of any such entity or the personnel of any such entity’s key service providers. Business Continuity and Disaster Recovery. The Firm’s business operations and primary business office are vulnerable to disruption in the case of catastrophic events such as “force majeure” events such as fires, natural disasters, terrorist attacks, political unrest, and/or other similar circumstances resulting in property damage, cyber-attacks, network interruptions, and/or prolonged power outages. Although the Firm has implemented policies, procedures, and measures to manage such potential risks relating to these types of events, there can be no assurances that all contingencies can be planned for. These risks of loss could be substantial and could have a material adverse effect on the Firm, its Clients and investments therein. 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 the Firm, the Clients and/or their investments, 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 Client performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for the Firm, the Clients and/or their investments, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, 19 282836769 v5  thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include the Firm, the Clients and/or their investments. 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 the Firm, the Clients or one or more portfolio companies could have a material and adverse effect on the value of the Clients. Artificial Intelligence and Machine Learning. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to the Firm, the Clients and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Clients invest, and any such changes could render the Firm’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of the Firm, the Clients and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect the Firm, the Clients, the portfolio companies and their operations. Additionally, the Firm, the Clients and the portfolio companies could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to the Firm, use AI Technologies in their business activities. The Firm will not be able to control the use of AI Technologies in third-party products or services, including those provided by the Firm’s service providers. Additionally, the Firm and its personnel expect] to use AI Technologies in connection with the Firm’s business activities, including to support the Firm’s due diligence and investment activities. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies or biases in this data could lead to errors affecting the Firm’s decision-making and investment processes. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on the Firm, the Clients and the portfolio companies. ADV Item 9 – Disciplinary Information There are no legal or disciplinary events that are material to a Client’s or prospective client’s evaluation of the Firm’s advisory business or the integrity of the Firm’s management. ADV Item 10 – Other Financial Industry Activities and Affiliations Neither the Firm, nor any of its affiliates or management personnel are registered, or have an application pending to register, as: 1. a broker-dealer or a registered representative of a broker-dealer; or 20 282836769 v5  2. a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Employees will occasionally make seed or angel investments into companies that are not suitable investments for the Funds. Angel and seed investors are very early-stage investors into private companies that may be too risky for the Funds. Any such investments are reported to, and pre- cleared by, the Chief Compliance Officer, after consultation with members of the investment team. Sometimes, though not often, these companies grow into potential suitable investments for one or more Funds. When the investment team begins to consider such investment opportunity, the investment by the employee must be disclosed to them, and that employee must recuse themselves from the investment decision. If the investment committee determines any Fund or Funds will make an investment into such company, any such decision must be based solely on the investment committee’s analysis of the investment as an asset that will be beneficial to the Funds and fit within their respective strategies. The compliance team reviews any investments made in this situation to ensure suitability, disclosure of conflicts, and that the investment decision is being made for the best interest of the Fund or Funds, not the individual employee. ADV Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading GCM endeavors to adhere to the highest industry standards of integrity, professionalism, and trust. To this end, the Firm has adopted a Code of Ethics (the “Code”). The Code instructs that all actions of the Firm must be in deference to the economic interests of its Clients. In order to realize this goal, all employees shall comply with the rules and regulations of all appropriate private and public regulatory agencies; act honestly and ethically in the performance of their duties at the Firm; avoid conflicts of interest between personal and professional relationships and, where they cannot be completely avoided, disclose such conflicts; and provide Clients and investors with information that is accurate, complete, objective, relevant, timely, and understandable. Confidential information acquired in the course of work may not be used for personal advantage. The confidentiality of information acquired in the course of work must be respected at all times, except when the Firm is authorized or otherwise legally obligated to disclose it. All material non-public information must be reported to the Chief Compliance Officer, who will determine whether trading in the security should be restricted. Each GCM employee is required to report to the Chief Compliance Officer any known or suspected violations of the Code or law. Each newly hired employee receives a copy of the Code and is required to certify that he or she has read and understands it. Training is provided to employees with respect to the Code and their duties under it. On an annual basis, each GCM employee must certify that he or she has read and understands the Code, has complied with its provisions and has disclosed, pre-cleared and arranged for the reporting of all transactions in securities consistent with the requirements of the Code. Personal Trading. Employees of the Firm are permitted to trade for their personal accounts. Employees are generally restricted from but may be permitted to buy or sell securities issued by the issuers of securities held by Clients of the Firm from time to time. Such transactions are done with deference to the economic interest of the Firm’s Clients: a restricted list is maintained, and personal transactions of most securities require preclearance, with the exception of municipal 21 282836769 v5  bonds, open-ended mutual funds, exchange-traded funds (ETFs), treasury or other government bonds, and money-market instruments. Trades involving the stocks of technology companies are largely prohibited; those that are permitted must receive prior authorization from the Chief Compliance Officer. Employees may not trade securities on material non-public information. Employees are required to report personal holdings and trades in accordance with the Firm’s Code. Administration of the Code is the responsibility of the Firm’s Chief Compliance Officer. Penalties. Violations of the Code may result in disciplinary action and escalating fines and penalties, including possible termination of employment. A copy of the Code is available to Clients, investors, and prospective investors upon request. The Firm has established a Compliance Committee of senior executives. The Compliance Committee meets from time to time to review compliance matters. The Firm uses compliance software to collect and monitor the holdings of its employees. If an employee holds an investment in a private company that is being considered for Clients, the employee is obligated to disclose their investment and potential conflict of interest prior to the decision to have Clients invest. In addition, the employee must recuse from participation in the decision to have Clients invest. If the investment committee determines any Client or Clients will make an investment into this company, any such decision must be based solely on the investment committee’s analysis of the investment as an asset that will be beneficial to the Clients and fit within their respective strategies. The Chief Compliance Officer reviews any investments made in this situation to ensure suitability, disclosure of conflicts, and that the investment decision is being made for the best interest of the Fund or Funds, not the individual employee. Other Activities. The Firm’s investment professionals and other employees anticipate devoting substantially all of their business time to the Firm and a majority of their business time to the Clients’ investment programs during each Client’s applicable investment or commitment period and thereafter intend to devote such time as may be necessary to conduct the business affairs of the Clients in an appropriate manner. However, certain investment professionals and other employees will participate in other activities, including fundraising, activities with respect to future investment advisory clients, and monitoring the portfolio investments of such investment advisory clients. Such other activities could adversely affect the time commitment to the Clients on the part of the investment professionals and other employees, however, the Firm has adopted policies and procedures designed to address and mitigate such conflicts of interest. Additionally, the Firm’s investment professionals and/or other employees are subject to various conflicts of interest relating to their responsibilities to the Clients and their respective investments, including the activities of the Firm’s Separately Managed Account Client that is for the benefit of certain members of the Firm and their family members. Investors will not receive any benefit from such Separately Managed Account Client. 22 282836769 v5  ADV Item 12 – Brokerage Practices In placing each transaction for a Fund involving a broker or dealer, GCM will seek “best execution” in a particular transaction. GCM’s investment and operations teams evaluate broker- dealers based upon several factors, including but not limited to (i) execution quality, (ii) research services, and (iii) availability and quality of electronic trading. The trading team solicits input from members of the investment and operations teams to assess the quality of each broker-dealer and its performance in each category. If the primary trader is unavailable due to planned or unplanned absences, or to ensure business continuity, GCM will engage a secondary trading service provider to execute trades. A formal review of execution is conducted by the Firm’s Best Execution Committee on a quarterly basis. Soft-Dollar Research The Firm receives soft-dollar benefits from broker-dealers in connection with Client securities transactions. Soft-dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker-dealer in return for directing client securities transactions to the broker-dealer. These benefits include proprietary research created by third parties. Soft-dollar arrangements could pose a conflict of interest for GCM in that such arrangements allow GCM to pay with client brokerage commissions expenses that would otherwise be borne by GCM. By using client brokerage commissions to obtain research or other products or services, GCM receives a benefit by not having to pay for the research services. This creates an incentive for GCM to choose a broker-dealer based on such research rather than on the interest of Clients in receiving most favorable execution. GCM will comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended, in connection with its use of soft dollars. At times, the Firm may cause Clients to pay commissions higher than those charged by other broker-dealers in return for soft-dollar benefits (“paying up”). GCM attempts in good faith to allocate commissions proportionately to Client accounts. The Firm requires that all soft-dollar arrangements to be pre-cleared by the Soft Dollar Officer. All soft dollar arrangements are reviewed by the Chief Compliance Officer (or designee) on a quarterly basis. The Firm does not currently receive any client referrals from broker-dealers. Directed Brokerage Under certain circumstances, GCM may permit a Client to direct GCM to execute the Client’s trade with a specified broker-dealer. Although GCM attempts to effect these transactions in a manner consistent with its policy of seeking best execution, there may be occasions where it is unable to do so, in which case GCM will continue to comply with the Client’s directions. A Client who directs GCM to direct brokerage to a particular broker-dealer to effect transactions should consider whether this designation may result in certain costs or disadvantages to the Client. These costs may include higher brokerage commissions (because GCM may not be able to aggregate 23 282836769 v5  orders to reduce transaction costs) and potentially less-favorable execution of transactions. The commissions charged to Clients that direct GCM to execute the Client’s trades through a specified broker-dealer may in some transactions be materially different than those of Clients who do not direct the execution of their trades. See also Aggregation of Trades below. In cases where the Client directs the Firm to utilize the services of a certain broker, GCM may not be able to obtain more favorable commission rates based on an aggregated trade. In these cases, the Client may be precluded from receiving the benefit of any possible commission discounts that might otherwise be available as a result of the aggregated trade. In cases where trading or investment restrictions are placed on a Client’s account, the Firm may be precluded from aggregating that Client's transaction with others. In this case, the Client may pay a higher commission rate or receive less favorable prices than Clients who are able to participate in an aggregated order. Allocation of Investment Opportunities of Public Securities. The Firm is in a position to allocate investment opportunities among Client accounts. The Firm’s policy is to allocate orders among Clients in a manner that is fair and equitable over time and does not favor one Client or group of Clients. Allocations among Clients with substantially the same investment mandates will generally be based on consistently applied objective criteria tailored to an investment strategy, including, but not limited to, pro rata based on the Clients’ net asset values, total assets, available cash, or target position size (a “Suggested Allocation”). There may, however, be instances due to Client account requirements, issues of eligibility, risk parameters, tax considerations, Client portfolio turnover parameters, or Client account duration/investment time horizon, among other reasons, where a Suggested Allocation is rejected, and another allocation is considered to be equitable. Initial public offerings (“New Issues”) are typically allocated on a rotating basis unless the Firm receives a sufficiently large number of shares and can allocate pro rata across all eligible Clients. Aggregation of Trades If the Firm determines that a particular investment is appropriate for more than one Client, the Firm may, but is not required to, aggregate securities transactions for those Clients. Procedures to ensure that no Client is disadvantaged as a result of such aggregation, will include but not be limited to, the following: • disclose the policy regarding aggregation of securities transactions to all investors via the Form ADV and by providing the written policy to investors who request it; • conduct the aggregation consistent with its duty to seek best execution for Client accounts; • ensure no Client is favored over another Client; • maintain accurate books and records regarding all aggregated securities transactions; and 24 282836769 v5  • ensure that no additional compensation or remuneration of any kind is received by the Firm as a result of aggregating securities transactions. Privately Traded Securities. Certain Venture Funds are entitled to a “first look” at private investment opportunities within their focused investment strategy. A Venture Fund whose offering documents provide it with a “first-look” right, absent consent by its respective LP Conflicts Committee, will be entitled to view certain private investment opportunities before the Firm presents the opportunity to other Clients, and may therefore be allocated all or a part of such private investment opportunity before the Firm is able to allocate the investment to any other Clients or other interested parties. When one Client is entitled to a “first look” at private investments that may be suitable for another Client account, the Firm discloses this right to the latter Client. Publicly Traded Securities. GCM attempts to aggregate the purchase or sale of public securities across multiple Client accounts when it has the opportunity to do so and when such trades fit the investment mandates of such funds. This practice may allow the Firm to receive more favorable commission rates. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client account will receive the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Firm. In the event of a partial fill, allocations may be modified on a basis that the Firm deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by the Firm. As a result, certain trades in the same security for one Client may receive more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. ADV Item 13 – Review of Accounts Public Funds, Hybrid Funds, and Separately Managed Accounts. Members of the investment team and trader review Client accounts daily, focusing on the movements of prices of publicly traded stocks held within each Client portfolio, as well as news or announcements from the companies whose stocks each Client portfolio holds. The Portfolio Manager, Trader, Chief Financial Officer, Chief Compliance Officer, and other personnel review each Public Fund or Separately Managed Account on a regular basis. Venture Funds and Hybrid Funds. The investment team reviews each GCM Venture Fund weekly, focusing on updates including company performance, investment pipeline, and portfolio construction. This review also involves the private companies held in the Firm’s Hybrid Funds. Periodic Review The Firm reviews accounts regularly. Except as specified above, the Firm does not utilize any specific criteria to trigger a review of Client investments at this time. Client Reports 25 282836769 v5  GCM provides written reports on a periodic basis in accordance with the applicable offering documents or other written agreements with Clients. Such reports generally provide, typically on an annual basis, audited information with respect to portfolio holdings, performance, and transactions. Additionally, Clients receive on a quarterly basis, written, unaudited account reports. Public Funds, Hybrid Funds, and Separately Managed Accounts. For all Public Funds, Hybrid Funds, and Separately Managed Accounts, the Firm reports performance to Clients at least quarterly. Some investors request additional information on a monthly basis. All Public and Hybrid Clients also receive detailed letters written by the investment team on a quarterly basis. These letters generally discuss the technology investment environment, investment activity, and overall portfolio. Venture Funds. Investors in the Venture Funds receive letters and statements on a quarterly basis. These letters are written by the investment team and generally discuss the technology investment environment, investment activity, and overall portfolio. The Firm encourages investors to contact or visit GCM at any time for updates. ADV Item 14 – Client Referrals and Other Compensation The Firm and related entities of the Firm will from time to time enter into cash compensation arrangements with unaffiliated placement agents or other third parties for introducing investors to (and/or otherwise assisting in the fundraising of) a Fund. The fees payable to such placement agents or third parties, if any and as applicable, generally will be borne by the Firm directly or indirectly through an offset against the applicable management fee under the governing documents of the applicable Fund. In addition, reimbursable expenses owed to such placement agents or third parties, such as travel, meals, and entertainment, are borne by the Firm directly. Details of how the costs of any such placement agent or other third-party arrangement are borne are set forth in a written agreement with the placement agent. Investors should be aware that the receipt of compensation by a placement agent or other third party could create a conflict of interest and affect the judgment of the placement agent or other third party, when making a recommendation for an investment in the Funds advised by the Firm. For certain of the Firm’s Funds, the Firm entered into a compensation arrangement for investor referrals in specified jurisdictions with The Capital Partnership Ltd., based in the UK. The Firm pays a fee that is a percentage of the capital commitment, as well as a fee that is a percentage of carried interest, for investors referred to the Fund during the term of the agreement. The Firm has an obligation to continue paying such fees for investors referred to the Fund, and this obligation persists past the term of the agreement, which expired in 2018. For certain of the Firm’s Funds, the Firm entered into a compensation arrangement for investor referrals with Electa Capital Partners, a division of KEMA Partners LLC. The Firm pays a fee that is a percentage of the capital commitment for investors introduced to the Funds during the term of the agreement. The Firm has an obligation to continue paying such fees for investors introduced to the Funds, and this obligation persists past the term of the agreement, which expired in 2023. 26 282836769 v5  ADV Item 15 – Custody Private Funds. For the Firm’s Funds, GCM is deemed to have custody of Clients’ funds and securities, and custody of the Funds’ assets is maintained in compliance with applicable rules and regulations set forth in the Advisers Act. Where required, funds and securities are maintained at a financial institution meeting the definition of qualified custodian under the Advisers Act. The Firm engages independent, PCAOB-registered CPAs to audit the majority of these vehicles. For the private Funds that are not audited, client funds and securities are verified by actual examination at least once during each calendar year by an independent public accountant, pursuant to a written agreement, at a time that is chosen by the accountant without prior notice or announcement and that is irregular from year to year. The accountant is PCAOB-registered. In the majority of cases, the investors in the Firm’s private Funds do not receive statements directly from qualified custodians. Separately Managed Accounts. The Firm is not deemed to have custody of funds or securities for Separately Managed Account Clients. The investors in these accounts receive account statements directly from the custodians on a monthly basis. In the Firm’s investor letters, GCM urges investors to review the custodian’s statements carefully and compare them to the quarterly statements received from the Firm. ADV Item 16 – Investment Discretion GCM has discretionary authority to manage the securities portfolios of Clients. Each Client’s Governing Documents may limit the Firm’s authority to invest in certain securities, industry sectors, or geographies. Investors are required to sign an investment management agreement, operating agreement, or limited partnership agreement that allows the Firm to give orders to purchase and sell securities without prior consultation with investors. ADV Item 17 – Voting Client Securities Each Client will designate in the respective agreement whether they choose to vote proxies themselves or have GCM vote proxies on their behalf. Generally, GCM will choose to vote proxies on behalf of a Client. However, if the Client elects to vote proxies, applicable proxy information will be received directly from the Client’s custodian. In such situations, GCM will be available to consult with the Client on the applicable proxy. Where GCM has authority to vote Client securities, the Firm has a policy to vote proxies in favor of shareholder interests. Proxy votes will be determined by the responsible analyst in accordance with the Firm’s policy. For routine matters, the Firm will vote in accordance with the recommendation of the company’s management, directors, general partners, managing members or trustees (collectively, the “Management”), as applicable, unless, in the Firm’s opinion, such recommendation is not in the best interests of the Clients. For non-routine matters, the Firm will generally vote in accordance with the recommendation of the company’s Management; however, such proxies related to non-routine matters may be voted on a case-by-case basis in the best 27 282836769 v5  interests of the Clients (as determined by the analysts whose responsibilities include coverage of the sector for which the proxies are being voted). In determining a particular vote, the Firm will not subordinate the economic interest of Clients to any other entity or interested party. Any conflict of interest between Clients and the Firm will be resolved in the interests of the Client. In situations where an analyst perceives a material conflict of interest, the proxy will be sent directly to the relevant Client for a voting decision. GCM shall furnish a copy of these policies and procedures to a requesting Client, and advise Clients, and investors in such Clients, how they can obtain information on how the Firm caused their proxies to be voted. Information regarding the Firm’s voted proxies as well as the Firm’s proxy voting policies and procedures are available upon request by contacting us at 650-854-2215. GCM has authority to direct Client participation in class actions and will determine whether Clients will participate in a recovery achieved through a class action or opt out of the class action and separately pursue their own remedy. ADV Item 18 – Financial Information The Firm has no financial commitment that is reasonably likely to impair its ability to meet contractual commitments to its Clients and GCM has not been the subject of a bankruptcy proceeding. 28 282836769 v5