OTTAWA AVENUE PRIVATE CAPITAL, LLC

Part 2A of Form ADV: Firm Brochure Ottawa Avenue Private Capital, LLC 200 Monroe Avenue NW, Suite 500 Grand Rapids, Michigan 49503 Telephone: (616) 278-6000 March 31, 2025 This brochure provides information about the qualifications and business practices of Ottawa Avenue Private Capital, LLC (the “Company”). If you have any questions about the contents of this brochure, please contact us at (616) 278‐6000 or contact our Chief Compliance Officer, David Reynolds, at davidr@oapc.com. The information in this brochure has not been approved or verified by the SEC or by any state securities authority. information about the Company is available on the SEC’s website at Additional www.adviserinfo.sec.gov. The Company is an investment adviser that is registered with the United States Securities and Exchange Commission (the “SEC”). Registration with the SEC as an investment adviser does not imply a certain level of skill or training.  Item 2: Material Changes Since the last annual update to the Company’s Firm Brochure, which was filed on March 30, 2024, the following material changes have been made to this document: • • • Item 8: During 2024, the Company changed its co-investment process from requiring approval by only the Chief Investment Officer to requiring approval by a majority of the Company’s investment committee (of which the Chief Investment Officer is a member). Item 8: The Company added a disclosure describing the risks introduced by Artificial Intelligence. Item 8: The Company added a disclosure describing the risks associated with the use of borrowing mechanisms. Other changes have been made to this Firm Brochure, some of which enhance the disclosures in this document, but the Company does not consider these changes to be material. ii  Item 3: Table of Contents 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 ....................................................................................................................................................... 8 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ............................................................. 8 Item 9: Disciplinary Information ................................................................................................................................... 17 Item 10: Other Financial Industry Activities and Affiliations ............................................................................... 17 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......... 18 Item 12: Brokerage Practices ............................................................................................................................................. 19 Item 13: Review of Accounts .............................................................................................................................................. 19 Item 14: Client Referrals and Other Compensation .................................................................................................. 20 Item 15: Custody ..................................................................................................................................................................... 20 Item 16: Investment Discretion ........................................................................................................................................ 20 Item 17: Voting Client Securities ...................................................................................................................................... 21 Item 18: Financial Information ......................................................................................................................................... 21 iii  Item 4: Advisory Business Ottawa Avenue Private Capital, LLC (the “Company”) is an investment advisory firm based in Grand Rapids, Michigan, that was founded in 2015 to manage investments in private equity funds, co- investments in private equity investment opportunities, and other traditional and alternative asset classes. The Company is a wholly owned subsidiary of Wakestream Holdings, Inc. The principal owners of Wakestream Holdings, Inc. are members of the Richard and Helen DeVos family. Prior to the Company’s formation, the Company’s investment team (the “Investment Team”) operated as a business unit within RDV Corporation and provided investment advisory services to members of the Richard and Helen DeVos family, various family related trusts, charitable foundations and similar vehicles (collectively, the “RDV Clients"), and certain current and former employees of RDV Corporation (together with the RDV Clients, the “DV Investors”). RDV Corporation was founded in 1991, primarily to serve as a means to manage the Richard and Helen DeVos family’s wealth and to facilitate opportunities for the DeVos family members to work together cooperatively. The Investment Team has been managing investments in private equity and other illiquid, alternative asset classes on behalf of the RDV Clients since 1991. In connection with a business initiative to offer investment advisory services to investors not affiliated with the RDV Clients, RDV Corporation’s investment advisory operations were reorganized into the Company, and the Company has registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition to continuing to manage assets on behalf of the RDV Clients, the Company sponsors a number of private funds (the “Funds”) formed to be the primary vehicles through which select third-party investors will participate in certain qualifying investment opportunities side-by-side with the RDV Investors. As further described in Item 8 (“Other Investment Advisory Services”), the Company is also co-adviser to the RLP Funds (as defined below). As an investment adviser to the RDV Clients, the Company recommends investments in various private equity, private and structured credit, and secondary investment funds, as well as direct investments, and once approved, executes and manages such investments on behalf of the RDV Clients. In addition, subject to certain budgets, guidelines, and other investment restrictions set by the RDV Clients, the Company manages on a discretionary basis a portfolio of investments in various co-investment opportunities generated by its relationships with the private fund sponsors in whose funds the RDV Clients have invested, as well as a small number of other institutional investors (collectively, the “Private Fund Sponsors”). The Company works closely with and tailors these investment advisory activities to the individual circumstances of the RDV Clients based on various factors, including, without limitation, investment objective, available capital, and tax and other estate planning considerations. As the investment adviser to the Funds, the Company invests each Fund’s assets in various qualifying investment opportunities sourced by the Company during such Fund’s investment period. Generally, each Fund comprises parallel investment vehicles aggregating the commitments made by the DV Investors (the “RDV Parallel Vehicles”) and the commitments to onshore and offshore vehicles made by third-party investors in such qualifying investment opportunities on a pro rata basis based on the size of such parallel vehicle’s total capital commitments. In 2017, 2018, 2019, and 2021, the Company also sponsored Funds which hold investments in certain Private Fund Sponsors (the “GP Stakes Funds”), and which were offered to the third-party investors as stand-alone Fund investment opportunities. Additionally, the Company has created sidecar vehicles in situations where i) available investment amounts exceed amounts which the Company believes should be allocated to a Fund; ii) an investor desired to participate in only a specific portion of the underlying investments in a GP Stakes Fund due to tax considerations; and iii) the Company sought to increase the deployable capital for a Fund to allow the 4  Fund to participate in additional co-investments and create additional portfolio diversification. The Company’s services to the Funds are conducted pursuant to an investment advisory agreement that each Fund enters into with the Company, and in accordance with each Fund’s private placement memorandum, limited partnership agreement and other governing documents (the “Fund Governing Documents”). The Company tailors its investment advisory activities to comply with the investment objective, guidelines, and restrictions set forth in each Fund’s Governing Documents, as the same may be amended from time to time. Because the Funds will be pooled investment vehicles, the Company will not take the individual circumstances of Funds’ investors into consideration when providing investment advice to the Funds. However, in accordance with common industry practice, a Fund or its general partner may from time to time enter into a “side letter” or similar agreement with an investor pursuant to which the Fund or its general partner grants the investor specific rights, benefits, or privileges that are not generally made available to all investors. See Item 8 (“Methods of Analysis, Investment Strategies and Risk of Loss”) for additional details. The Company and Apogem Capital LLC (“Apogem”) are unaffiliated advisers (together, “RidgeLake”) to several private funds (collectively, “RLP Funds”). The RDV Clients are also seed investors in the RLP Funds. The Company has made investments in RLP Funds available to third-party investors. As of December 31, 2024, the Company had approximately $20,391,340,751 in regulatory assets under management, of which approximately $14,770,102,784 was managed on a discretionary basis. Item 5: Fees and Compensation RDV Clients With respect to the RDV Clients, the Company has entered into an “all-inclusive” fee arrangement, under which the Company receives a fee from each of the RDV Clients based on i) a percentage of the assets under management the Company has with such RDV Client, and ii) a percentage of any realized gains achieved on the investments the Company manages for such RDV Client ("performance fee”). The percentage fee rate and performance fee may be reset by the Company and the RDV Clients from time- to-time by mutual agreement. Out of this fee, all internal (e.g., overhead) and out-of-pocket (e.g., external audits and outside legal) costs, fees, and expenses incurred in connection with the Company’s investment activities on behalf of the RDV Clients are paid by the Company. Fees are billed quarterly in arrears. In addition, at the end of each fiscal year, the RDV Clients may pay the Company an additional fee based on the overall performance of the RDV Clients’ portfolios. This performance-based fee includes a formulaic component and its payment is made at RDV Clients’ discretion. The Funds and RLP Funds With respect to the Funds and RLP Funds, the Company typically receives an asset-based management fee borne by the third-party investors in the Funds and RLP Funds that is payable quarterly in advance, as further described in each of the Fund’s and RLP Fund’s Governing Documents. To the extent the Company’s advisory agreement with a Fund or RLP Fund is terminated, management fees will be charged on a pro rata basis through to the date of termination, and any fees paid in advance but not earned will be refunded. The general partner of the Fund or RLP Fund will generally make capital calls on the Fund’s or RLP Fund’s investors for the amount of the Company’s management fees and pay the amounts received to the Company. In addition to the management fees described above, the Company will also be entitled to receive a carried 5  interest allocation from each Fund and RLP Fund after certain performance hurdles have been met, as further described in each Fund’s and RLP Fund’s Governing Documents. Such carried interest represents a portion of the Funds’ and RLP Funds’ net investment profits. The management fees and carried interest are generally subject to waiver or reduction by the general partner with respect to some or all of the Fund’s or RLP Fund’s limited partners, or in certain instances to a Fund or RLP Fund in its entirety, in the general partner’s sole discretion, as further described in each Fund’s and RLP Fund’s Governing Documents. As a general rule, each Fund and RLP Fund bears all costs and expenses incurred in connection with the organization of such Fund or RLP Fund, including legal and accounting fees, printing costs, travel (not in excess of the cost of business class travel) and out-of-pocket expenses, and all costs and expenses incurred in connection with the offering of interests in the Fund or RLP Fund (but excluding any placement fees other than for RidgeLake). In addition, each Fund and RLP Fund is responsible for all expenses relating to its own operations, which generally include (1) management fees, (2) fees, costs, and expenses directly related to the discovery, evaluation, purchase, holding, development, management, monitoring, refinancing, and disposition of or in respect to investments, including, without limitation or duplication, travel (including airfare, but not in excess of the cost of business class travel), accommodation, meal, and entertainment expenses, syndication fees, bank charges, depository fees, closing and execution costs, fees and expenses of consultants, sales commissions, appraisal fees, and taxes, (3) principal, interest, fees, costs, expenses, and other amounts payable relating to any financing, (4) fees, costs, and expenses relating to third-party services, including consulting, administrative, custodial, legal, environmental evaluation, accounting, investment banking, tax compliance, audit, depository, safekeeping, and other professional costs, (5) any insurance or indemnity expenses (including an allocated portion of the cost of premiums with respect to any directors and officers or similar insurance for the employees of the Company), (6) fees, costs, and expenses relating to the Fund’s or RLP Fund’s administration, including preparation of its financial statements and reports to the Fund’s or RLP Fund’s limited partners, the preparation of tax returns and Schedule K-1s, and expenses associated with the maintenance of books and records of the Fund or RLP Fund, (7) fees, costs, and expenses relating to meetings of the Fund’s or RLP Fund’s partners, (8) fees, costs, and expenses relating to the Fund’s or RLP Fund’s limited partner advisory committee, including out-of-pocket expenses of its members, (9) any taxes, fees, or other governmental charges levied against the Fund or RLP Fund (other than tax levied against the Fund or RLP Fund on income properly allocable to a partner of the Fund or RLP Fund), (10) its pro rata share of fees, costs, and expenses relating to unconsummated transactions, including, without limitation, the fees, costs, and expenses described in clause (2) above, and 6  including amounts that would otherwise have been borne directly or indirectly by potential co-investors were such transactions consummated, (11) fees, costs, and expenses related to the liquidation of the Fund or RLP Fund, (12) fees, costs, and expenses incurred in connection with any restructuring or amendments to the constituent documents of the Fund or RLP Fund, (13) expenses incurred in connection with the collection of amounts due to the Fund or RLP Fund from any person, including amounts relating to defaults by the Fund’s or RLP Fund’s limited partners in the payment of capital contributions, (14) fees, costs, and expenses (and damages) related to compliance with applicable laws and regulations, litigation, government inquiries, investigations, or proceedings, in each case related to the Fund or RLP Fund or its investments, including, without limitation, regulatory expenses of the Fund’s or RLP Fund’s general partner and the Company related to the preparation and filing of Form PF and other similar regulatory filings, compliance with or filings related to the European Union Alternative Investment Fund Managers Directive, expenses related to complying with the reporting requirements of Sections 1471 through 1474 of the Code and certain regulations and other administrative guidance thereunder and, in each case, similar regulations and administrative requirements in other jurisdictions, and expenses related to compliance with and filings under other applicable laws, rules, and regulations, and (15) fees, costs, and expense incurred in connection with administering side letters entered into with the Fund’s limited partners, including the distribution and implementation of any applicable elections pursuant to “most favored nation” or similar clauses. Further, RLP Funds bear all costs and expenses incurred in connection with (1) any market data, relevant news or third-party research services and related terminals for the delivery of such services, (2) the representation by the “partnership representative”, and (3) meetings called by the RLP Funds’ investment managers in the ordinary course for the chief executive officers, chief financial officers and other senior managers of the partner managers (including meals, entertainment, lodging and other similar expenses, and which may include reasonable travel expenses incurred by such persons travelling to and from such meetings). 100% of each Fund’s and RLP Fund’s pro rata share of any transaction, directors’, management, monitoring, consulting, break-up, and other similar fees received by the Company, its affiliates, or employees in connection with the Fund or RLP Fund and its investments, net of unreimbursed transaction expenses incurred by the Company or its affiliates, is credited to the Fund or RLP Fund and distributed to its investors in accordance with that Fund’s Governing Documents. The applicable limited partnership agreements for each Fund or RLP Fund have provisions that allow the Funds and RLP Funds to borrow money for investment and other purposes. Such borrowings may be made prior to capital being called from the Fund’s or RLP Fund’s investors. This mechanism may defer investor capital calls and provides a form of leverage that can have the effect of amplifying a Fund’s or RLP Fund’s reported net internal rate of return (“IRR”), particularly in the early years of a Fund’s or RLP Fund’s investment cycle. Such borrowings can also accelerate the date upon which a Fund’s or RLP Fund’s preferred return will be achieved for purposes of determining when the general partner (or affiliates which earn carried interest) are entitled to begin receiving carried interest payments on distributions from a Fund or RLP Fund. In accordance with the terms of the applicable limited partnership agreements, 7  interest payments and other fees and expenses incurred in respect to such borrowings are partnership expenses and such expenses will decrease a Fund’s net returns over time. The terms of each Fund’s or RLP Fund’s borrowing arrangement and borrowings outstanding, if any, are disclosed to the investors in the annual financial statements of each Fund or RLP Fund. See Item 8 – “Methods of Analysis, Investment Strategies and Risk of Loss” for additional details. Broken deal expenses will generally be borne solely by the Funds and RLP Funds, in accordance with the Funds’ and RLP Funds’ Governing Documents, even if co-investors were being sought or in some cases have agreed to participate had the transaction been consummated. Such co-investors may include those with whom the Company has pre-existing relationships, as well as co-investors that have participated in other completed transactions. By generally bearing the broken deal expenses, the Funds and RLP Funds provide a potential benefit to other co-investors in the Funds’ and RLP Funds’ investments. The above list is not exhaustive and expenses charged to different Funds and RLP Funds vary. To the extent that expenses to be borne by a Fund or RLP Fund are paid by the Company or its affiliates, such expenses can be reimbursed or offset against other monies. Investors and prospective investors in a Fund or RLP Fund should refer to the Fund’s or RLP Fund’s Governing Documents for more detailed information concerning the fees, carried interest, and other expenses that the Fund or RLP Fund will bear. Item 6: Performance‐Based Fees and Side‐By‐Side Management As described in Item 5 above, the Company will typically be entitled to receive carried interest allocation from a Fund after certain performance hurdles have been met. In addition, at the RDV Clients’ discretion, the Company may receive additional fees based on the overall performance of the RDV Clients’ portfolios. These performance-based fees and carried interest distributions may create conflicts of interest, including an incentive for the Company to take risks in managing its clients’ assets that it might not otherwise take. In addition, in allocating investment opportunities, the Company may have an incentive to favor clients with a potential for performance-based compensation over clients with lesser or no performance-based compensation, such as the DV Investors investing via RDV Parallel Vehicles. The Company has adopted policies and procedures in an effort to ensure that all of its clients are treated in a fair and equitable manner with respect to the allocation of investment opportunities. See Item 8 (“Methods of Analysis, Investment Strategies and Risk of Loss”) below. Item 7: Types of Clients The Company’s clients are the RDV Clients, the Funds, and the RLP Funds. The investors in the Funds generally include high net worth families, their related family foundations and investment vehicles, senior executives associated with the family offices of such high net worth families, and, in certain cases, RDV Clients. The investors in the RLP Funds include DV Investors, affiliates of the RLP Funds’ co-adviser, high net worth families, foundations, and wealth management and insurance companies. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Private Fund Program As an investment adviser to the RDV Clients, the Company recommends investments in various private equity, private and structured credit, and secondary investment funds to the RDV Clients and once 8  approved, executes and manages such investments on behalf of the RDV Clients (the “Private Fund Program”). The Investment Team proactively sources new private fund opportunities from existing Private Fund Sponsors (e.g., additional fund platforms offered by the same Sponsor), the private fund market generally, as well as from its relationships with other limited partners, placement agents, and other market participants. When evaluating a private fund, the Investment Team analyzes multiple factors, including the sponsor’s track record, the sponsor’s orientation to operational improvements, the sponsor’s orientation towards globally-oriented companies or niche sector opportunities, the sponsor’s communication with and transparency to its investors, the Company’s opportunity to scale the relationship and be a meaningful strategic partner to the sponsor on behalf of its clients; and the Company’s opportunity for significant proprietary co-investment opportunities. For a primary commitment to a Private Fund Sponsor, the Company makes a recommendation to a committee of DeVos family members (the “Board of OA Private Capital”), which committee has the authority to approve such proposed investment on behalf of all RDV Clients. Co‐Investment Program The Company seeks to leverage the primary fund commitments made in the Private Fund Program and the Company’s relationships with the Private Fund Sponsors to generate preferential deal flow and create a diverse portfolio of favorable co-investments (the “Co-Investment Program”). Investment Process The Investment Team proactively sources co-investment opportunities by staying in regular contact with the Private Fund Sponsors in the Private Fund Program through annual meetings and limited partner advisory committees, existing co-investment board observation seats, and regular travel to and/or communication with such Private Fund Sponsors’ offices. In addition, at the time of making a primary commitment to a Private Fund Sponsor’s fund, the Company stresses the importance of co-investment opportunities as part of such Private Fund Sponsor’s overall relationship with the Company. When presented with a particular co-investment opportunity, the Investment Team will undertake a preliminary screen of the potential co-investment to analyze its suitability for the Co-Investment Program. Typically, this screen includes an evaluation of the investment opportunity itself, the size of the potential co-investment, and the Private Fund Sponsor’s and the Investment Team’s experience in the industry. For a typical co-investment, when an investment opportunity is presented to the Company by a Private Fund Sponsor, a member of the Investment Team will gather relevant material made available for review. Following the initial screening and documentation review, the Company’s investment committee will review such materials to determine if the opportunity is appropriate for the relevant Fund. This review will typically be informed by the Investment Team’s experience with the particular Private Fund Sponsor and the particular industry, the key characteristic of the co-investment opportunity, the alignment of interest between a co-investor and the Private Fund Sponsor, the Investment Team’s past experience with other co-investments in the industry, and input from in-house counsel. In addition, the Company will analyze the potential risk-adjusted returns of the opportunity against other co-investment opportunities in the Company’s pipeline as well as the characteristics and diversification of the portfolio being constructed. Not all decisions will require review by all members of the Company’s investment committee. The Company’s final investment decision for each co-investment opportunity will be made by a majority vote of the Company’s investment committee, and such majority will include the Chief Investment Officer. 9  Investment Allocation Process The Company makes co-investments on behalf of the RDV Clients in the Funds via the RDV Parallel Vehicles. Generally, the Funds invest with Private Fund Sponsors in the Private Fund Program. With respect to each Fund, the RDV Clients will approve a capital commitment to the Fund (in which case the RDV Clients will participate in all eligible co-investment opportunities as investors in the Fund during the Fund’s investment period). This specified percentage will be set at the beginning of the Fund’s investment period and will generally equal the percentage that the aggregate capital commitments raised by the Fund bears to the total amount of capital available to the Company from both the Fund and the RDV Clients to invest in co-investment opportunities during the applicable Fund’s investment period. During a Fund’s investment period, the Company may source, evaluate, and recommend co-investment opportunities that are not suitable for the Fund (as further described in each Fund’s Governing Documents) to the RDV Clients or other investors. While the Fund will not invest in such co-investment opportunities, the Company may, in its sole discretion, make such opportunities available to limited partners of the Fund. RLP Funds The RLP Funds’ investment strategy is to seek to achieve income and capital appreciation through minority equity investments in established asset management companies (“Investee Managers”). The Funds, RDV Clients, and/or affiliates of the Company may make investments in private investment funds that are sponsored by, or otherwise affiliated with, certain Investee Managers in which an RLP Fund is also invested. An Investee Manager may receive a management fee, carried interest, portfolio company remuneration and/or other compensation in connection with its management of, or services to, a private investment fund and/or portfolio investments of a private investment fund, a portion of which may be received by an RLP Fund in its capacity as an investor in the applicable Investee Manager and, indirectly, by affiliates of the Company in connection with their investments and other activities in relation to RLP Funds. The activities, transactions or strategies of an Investee Manager may conflict with the activities, transactions or strategies employed by clients of the Company and those employed by the other general partners and/or managers of a client of the Company. Accordingly, an Investee Manager may have interests that are adverse to and/or competitive with a client of the Company or its private investment funds, and/or their underlying portfolio investments or their respective affiliates. In addition, as discussed in Item 8 above, the fact that the Company and/or RidgeLake manages equity interests in Investee Managers may create an incentive for the Company and/or RidgeLake to pursue more co- investment opportunities (on behalf of the Funds and the RDV Clients) with such Private Fund Sponsors than it would otherwise pursue in the absence of such equity interests. Other Investment Advisory Services From time to time, the Company may source, evaluate, and recommend investment opportunities to RDV Clients. These opportunities may include hedge or other non-core fund strategies, direct investments, and co-investments outside of the mandate of any actively investing Fund. Such investments must be approved on a case-by-case basis by the Board of OA Private Capital. Generally, investment opportunities the Company wishes to pursue that are not otherwise properly allocated to the Funds or the RLP Funds will be made available, as applicable in a given scenario, to the RDV Clients and/or to third-party investors via a Fund or other special purpose investment vehicle. 10  Risk Factors General Risks The investment strategies pursued by the Company involve a number of significant risks. These investment strategies may be deemed to be speculative, and such investment strategies are not intended as complete investment programs. They are designed for sophisticated investors who fully understand and can bear the risk of such investments. Investment risks include, but are not limited to, the following: • The investment strategies pursued by the private funds in which the Company invests tend to involve making illiquid private investments in a relatively small number of portfolio companies. As a result, each fund’s portfolio tends to be highly concentrated, and the failure of even one of these investments could have a materially adverse impact on a fund’s overall performance. • The businesses of the portfolio companies in which the Company invests (either directly though co-investments or indirectly through private funds) are subject to significant risks, including strategic, financial, or other challenges. Some of these portfolio companies may be highly leveraged and exit strategies may be uncertain at the time an investment in the portfolio company is made. The success of these investments is highly dependent on the ability of the managers of the portfolio companies to successfully navigate these and other challenges. • Some private funds in which the Company invests reserve the right to invest overseas. In addition, the Funds reserve the right to invest overseas as well. Investing overseas entails additional investment risks, including currency risk, lack of transparency, and the risk of operating in markets with less well-developed legal systems to protect the rights of investors and creditors. • Investments in private funds are generally illiquid, and interests in such funds may not generally be transferred without the prior consent of the fund’s general partner and the satisfaction of certain other conditions. Investors in such funds must be able and prepared to maintain their investments in the funds over the entire life of the fund. • Investments in private funds are generally passive investments. As limited partners, investors in private funds generally have no control over the day-to-day operations of the funds and limited rights to protect themselves if they are dissatisfied with the manner in which a fund is being operated. Limited partners are highly dependent on the investing skills and management abilities of the private fund sponsor to achieve success. • The valuation of the portfolio companies in which the Company invests is a difficult task that relies heavily on business judgment. There can be no assurance that clients will be able to realize their investments at a price that is commensurate with the value at which such investments have been carried. In addition, due to substantial volatility experienced by many valuation inputs in recent periods, the subjective decisions of the Company regarding which inputs to select, the measurement dates and the relative weights to assign to such inputs could have a disproportionate impact on valuations. Where the management fee is calculated based on the valuation of an investment, or a determination of whether an investment has been written off or otherwise permanently impaired, the Company and the applicable general partners could have an incentive to make determinations that result in the continued (or 11  higher) payment of the management fee. In situations where the management fee is calculated based on committed capital, contributed capital or the cost basis of investments, the management fee generally will not be reduced based on reductions in investment value, and the applicable general partner will be permitted to take certain factors into account when determining if an investment shall be treated for purposes of calculating the management fee as having been disposed of or completely written-off for U.S. federal income tax purposes, and such determination of value of an investment for this purpose may be different than the determination of such investment’s value as determined pursuant to the applicable private fund’s limited partnership agreement. • Private funds are managed in a manner that is consistent with the best interests of the fund, which is not necessarily consistent with the best interests of each individual investor in the fund. In particular, the fund’s manager may structure investments to maximize tax efficiency for the fund, but which may not be the most tax advantageous structuring possible for an individual investor, depending on that investor’s own particular facts and circumstances. • The competition for sourcing investments in private funds and co-investment opportunities is becoming increasingly intense. There can be no assurance that the Company will be able to source a sufficient number of suitable investments at reasonable valuations to achieve its investment objective. Likewise, the private funds in which the Company invests are facing increasingly intense competition for sourcing investments in suitable portfolio companies. There can be no assurance that the managers of these funds will be able to source a sufficient number of suitable investments at reasonable valuations to achieve the funds’ investment objectives. • Co-investments will typically expose investors to the risks associated with the sponsor of the investment or other control group with whom the investor is co-investing, which could have a negative impact on the value of the co-investment. For example, it is possible that a lead investor may have economic or business interests that are inconsistent with or conflict with those of the other co-investors. In addition, co-investors generally have little opportunity to negotiate the terms of an investment or to direct the affairs of the portfolio company. In particular, co-investors generally will not have the right to determine the timing or terms of the disposition of a portfolio company, but rather will be required to rely on the lead investor to make such determinations. Further, co-investors may be deemed to be part of a control group and may be exposed to potential liabilities of a controlling person with respect to the portfolio company. • Inflation results in a decline in the purchasing power of money over time. Inflation risk is the risk that the future real value (after inflation) of an investment, asset, or income stream will be reduced by inflation. Periods of higher inflation may cause the Federal Reserve Board to raise interest rates. • As the use of technology has grown, there are ongoing cybersecurity risks that make the Company and its clients susceptible to operational and financial risks associated with cybersecurity. To the extent that the Company is subject to a cyber-attack or other unauthorized access is gained to its systems, the Company and its clients may be subject to substantial losses in the form of theft, loss, misuse, improper release, or unauthorized access to confidential or restricted data related to the Company or its clients. Cyber-attacks affecting the Company’s service providers holding its financial or client data may also result in financial losses to the Company’s clients, despite efforts to prevent and mitigate such risks under the 12  Company’s policies. While measures have been developed which are designed to reduce the risks associated with cybersecurity, there are inherent limitations in such measures and there is no guarantee those measures will be effective, particularly since the Company does not directly control the cybersecurity measures of its service providers and financial intermediaries with which it does business. • Artificial Intelligence (“AI”) is a field of computer science that focuses on computing systems that perform tasks traditionally thought to require human intelligence in some form. AI uses a wide variety of mathematical and statistical algorithms and other strategies to make predictions, recommendations, or determinations in a variety of situations. The unauthorized use of AI systems can introduce unforeseen risk factors to the Company including operational risks such as the potential for factual errors or inaccuracies in work product developed with AI, distribution of confidential information using AI technologies, ethical risks related to the potential for inherent biases in the algorithm or programming, privacy concerns with respect to data dissemination or security issues, risks related to intellectual property rights with respect to both the inputs to the program and ownership rights to AI work product, and risks related to AI’s impact on the workforce, among others. • Geopolitical risks outside of the financial markets may affect the markets and investments, often at times significantly. The occurrence of geopolitical events in recent years such as (but not limited to): war, the Israeli-Palestinian conflict, the ongoing military conflict between Russia and Ukraine, terrorist attacks in the U.S. and around the world, social and political discord, governmental debt crises, strains on international relations between the U.S. and a number of foreign countries, including traditional allies, the potential implementation of tariffs, new and continued political unrest in various countries, and changes in the U.S. Presidency and federal administration can result in market volatility, have long-term effects on the U.S. and worldwide financial markets, and cause further economic uncertainties in the U.S. and worldwide. Risks Associated with an Investment in the Funds and RLP Funds In addition to the investment risks summarized above, an investment in any of the Funds or RLP Funds involves other risk inherent in the structure of such Fund or RLP Fund. These include: • The length of a Fund’s or RLP Fund’s investment period may be relatively short and all of such Fund’s or RLP Fund’s investments will be made within a relatively limited period of time. The performance of the Fund or RLP Fund may be significantly and adversely affected by volatility or disruption in the equity and credit markets during the applicable investment period. In addition, there can be no assurance that a Fund or RLP Fund will be able to identify and complete an adequate number of investments that satisfy its target return, or that it will be able to fully invest its committed capital during the applicable investment period, each of which could materially and adversely affect the performance of the Fund or RLP Fund. • Affiliates of the Company will occasionally hold non-controlling equity interests in certain Private Fund Sponsors that offer co-investment opportunities to the Funds and RLP Funds and the RDV Clients. The existence of such equity interests may create an incentive for the Company to pursue more co-investment opportunities (on behalf of the Funds and RLP Funds and the RDV Clients) with such Private Fund Sponsors than it would otherwise pursue in the absence of such equity interests. The Company seeks to mitigate this potential conflict of interest by making decisions regarding the selection, management and disposition of 13  qualifying co-investments based on the merits of each specific co-investment opportunity presented to it. • Certain Funds will co-invest in qualifying co-investment opportunities alongside the RDV Clients. In making decisions regarding the selection, management and disposition of qualifying co-investments, the Company will need to consider the interests of the RDV Clients as well as the interests of the Fund. The RDV Clients may have different interests from those of the investors in the Fund, including tax planning, liquidity needs and other matters. In addition, the relationships and arrangements between the Company and the RDV Clients are different from the relationships and arrangements between the Company and the Funds and their general and limited partners. As a result, the Company may face conflicts of interest when making decisions regarding the timing and structure of investments, financing, and dispositions by a Fund. • As noted in Item 4 above, in connection with or as a condition to an investor’s agreement to invest in a Fund or RLP Fund, the Fund or RLP Fund or its general partner may from time to time enter into a “side letter” or similar agreement with an institutional or other investor pursuant to which the Fund or RLP Fund or its general partner grants the investor specific rights, benefits or privileges that are not generally made available to all investors. Such rights, benefits or privileges include waivers or discounts on management fees and/or carried interest, “most favored nation” clauses, preferential access to co-investment opportunities, the right to be excused from participating in certain investments made by a Fund or RLP Fund, notice rights upon the occurrence of certain events, seats on a Fund’s or RLP Fund’s limited partner advisory committee, specialized or additional reporting rights, rights related to tax treatment, rights related to regulatory matters, rights related to immunities or indemnification, rights related to the ability of the investor to transfer its interest in the Fund or RLP Fund, additional representations and warranties from the Fund or RLP Fund, its general partner and/or the Company, modifications to the subscription agreement and other benefits. While the ability of a Fund or RLP Fund or its general partner to enter into a side letter or similar agreement affording preferential rights to certain investors is generally disclosed to other investors in the Fund or RLP Fund, the terms of such “side letters” or similar agreements are generally not disclosed to other investors in the Fund or RLP Fund, except as required by law or to investors that have separately negotiated for the right to review such agreements. • The Company has the right to recall (or “recycle”) certain distributed amounts, including in respect of returned fees and expenses and returned capital, in accordance with the Funds’ or RLP Funds’ Governing Documents. Accordingly, during the term of a Fund or RLP Fund, an investor may be required to make capital contributions in excess of its commitment. Any such reinvestment would limit early distributions to investors, and to the extent such recalled or retained amounts are reinvested, an investor will remain subject to the investment and other risks associated with such investments. As a result, reinvestment could increase the risk of investing in a Fund or RLP Fund. Additional investments resulting from recycling have the potential to increase investment returns to investors (and reduce the effective burden of management fees assessed on the basis of commitments during a Fund’s or RLP Fund’s commitment period) to the extent such investments are profitable. However, there can be no assurance that any such investment will have a positive return. Further, any such additional investments will have the effect of increasing the management fee borne by investors following the investment period, and as a result the Company may face a conflict of interest with respect to such additional investments insofar as it is incented to deploy recycled capital 14  in additional investments when it might not otherwise have done so. • The Company may leverage a Fund or RLP Fund itself, directly or through special purpose vehicles, using subscription lines of credit, Net Asset Value (“NAV”) loans or other borrowing mechanisms. Such borrowing facilities may be used to finance acquisitions prior to time capital is called from the Fund’s or RLP Fund’s limited partners. This practice may defer investor capital calls and provides a form of leverage that can have the effect of amplifying a Fund’s or RLP Fund’s reported levered net IRR, particularly in the early years of a Fund’s or RLP Fund’s investment cycle. Such borrowings can also accelerate the date upon which a Fund’s or RLP Fund’s preferred return will be achieved for purposes of determining when the Company (or affiliates which earn carried interest) are entitled to begin receiving carried interest payments on distributions from a Fund or RLP Fund. Borrowing facilities, including NAV loans, may also be used to borrow money for any proper purpose relating to the activities of a Fund or RLP Fund and certain of its related entities, including (i) to cover partnership expenses and management fees, (ii) to make, hold or dispose of investments, (iii) to provide financing or refinancing, including interim financing to the extent necessary to consummate the purchase and funding of investments prior to the completion of longer term debt financing therefor, (iv) to provide funds for the payment of amounts to withdrawing limited partners, (v) to provide funds for distributions to a Fund’s or RLP Fund’s partners, (vi) to enter into repurchase agreements or reverse repurchase agreements, (vii) to provide collateral to secure outstanding letters of credit or to create reserves, and/or (viii) otherwise in connection with the investment activities of the Fund or RLP Fund and such related entities, in each case in accordance with the terms of the applicable Fund or RLP Fund Governing Documents. In connection with such borrowing arrangements, the Company may cause a Fund RLP Fund or its general partner to pledge the assets of the Fund or RLP Fund and make a collateral assignment to any lender, or other credit party of the Fund or RLP Fund, of the Fund’s or RLP Fund’s and its general partner’s rights to issue drawdown notices and other related rights, titles, interests, remedies, powers and privileges of the Fund or RLP Fund and/or its general partner with respect to the commitments and rights to the capital contributions of the partners. In connection with such leverage arrangements, distributions to the limited partners may be subordinated to payments required in connection with any indebtedness contemplated thereby. Although borrowings by the Fund or RLP Fund have the potential to enhance overall returns to the extent that such returns exceed the Fund’s or RLP Fund’s cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s or RLP Fund’s cost of funds. Moreover, any event that adversely affects the value of an investment by the Fund or RLP Fund would be magnified to the extent leverage is used. Unfavorable performance of a small number of such investments could result in amplified losses for the Fund or RLP Fund and limit the Fund’s or RLP Fund’s ability to invest in the future. The cumulative effect of the use of leverage by the Fund or RLP Fund in a market that moves adversely to the Fund’s or RLP Fund’s investments could result in a loss to the Fund or RLP Fund that would be greater than if leverage had not been used. • A public health crisis, such as infectious disease outbreaks, epidemics, and pandemics can have unpredictable and adverse impacts on global, national and local economies, that can in turn negatively impact a Fund and its investment performance. Disruptions to commercial activity (such as the imposition of quarantines or travel restrictions) or, more generally, a failure to contain or effectively manage a public health crisis, may adversely impact the businesses of a Fund’s or RLP Fund’s portfolio companies. In addition, such disruptions can negatively impact the ability of the Company’s personnel to effectively identify, monitor, 15  operate and dispose of investments. Finally, infectious disease outbreaks, epidemics, and pandemics may contribute to extreme volatility in financial markets. Such volatility could adversely affect the Company’s ability to raise capital for a Fund or RLP Fund, find financing for a Fund’s or RLP Fund’s portfolio companies or identify potential purchasers of a Fund’s or RLP Fund’s investments, all of which could have material and adverse impact on a Fund’s or RLP Fund’s performance. The impact of a public health crisis including any future pandemic, epidemic, or outbreak of a contagious disease is difficult to predict and presents material uncertainty and risk with respect to a Fund’s or RLP Fund’s performance. • An investment in a Fund or RLP Fund is subject to the risk that one of the Fund’s or RLP Fund’s banks, brokers, hedging counterparties, lenders, or other custodians of some or all of the Fund’s or RLP Fund’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, 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, or accounting irregularities. In the event a Financial Institution experiences a Distress Event, the Company, the Funds or RLP Funds and/or their portfolio companies may not be able to access deposits, borrowing facilities, or other services for an extended period of time or ever. 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 (“FDIC”), in the case of banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk 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 Company to manage the Funds or RLP Funds and their investments, and on the ability of the Company, any Fund or RLP Fund, and/or portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to require a Fund or RLP Fund to pay fees and expenses in the event the Fund or RLP Fund is not able 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 investors to make capital contributions, or otherwise), as well the inability of a Fund or RLP Fund to acquire or dispose of investments at prices that the relevant general partner believes reflect the fair value of such investments and/or the inability of portfolio companies to make payroll, fulfill obligations, and maintain operations. Although the Company expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses or delays. Many Financial Institutions require, as a condition to using their services or otherwise, that the Company and/or the relevant Fund or RLP Fund maintain all or a set amount or percentage of their respective accounts or assets with the custodian, which heightens the risks associated with a Distress Event with respect to such custodians. Although the Company seeks to do business with custodians that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds and RLP Funds, the Company is under no obligation to use a minimum number of custodians with respect to any Fund or RLP Fund, or to maintain account balances at or below the relevant insured amounts. 16  • Underlying funds held by a GP Stakes Fund could invest in securities or other financial instruments of companies (or issuers) in which RDV Clients, Funds, or RLP Funds also have an interest. These funds could also invest in competitors of RDV Clients, Funds, or RLP Funds or their respective portfolio companies. Actions taken by any Private Fund Sponsor in respect of any of the foregoing could adversely impact an RDV Client, Fund, or RLP Fund. Any such investments and actions will be controlled by the respective Private Fund Sponsor and will generally be outside the control and oversight of the Company. No guarantee or representation can be made that a Fund or RLP Fund will achieve its investment objective or that limited partners will receive a return of their capital. All investing involves a risk of loss and the investment strategies pursued by the Funds and RLP Funds could lose money over short or even long periods. Prospective and existing investors are advised to review the offering materials and other constituent documents for full details on each applicable Fund’s or RLP Fund’s investment, operational, and other actual and potential risks. 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 Company’s advisory business or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations In addition to being indirectly owned and controlled by the DeVos family, the DeVos family is the Company’s largest client. A potential conflict therefore exists insofar as the Company may be incented to favor the RDV Clients over the Funds as a result of its relationship with the DeVos family. The Company has taken a number of steps to address this potential conflict and to ensure that all of the Company’s clients are treated in a fair and equitable manner. These include generally separating most of the Company’s operations from those of RDV Corporation, adopting the investment allocation procedures described in Item 8 above to ensure that investment opportunities are allocated fairly among all of the Company’s clients, and by having the RDV Clients invest in certain asset classes through the same Funds as the non-family investors, such that the RDV Clients participate in such asset classes on a pro rata basis with the other non-family investors. Nevertheless, the Company retains a unique relationship with the DeVos family, and investors in the Funds should be aware that not all asset classes in which the Company invests on behalf of the RDV Clients will necessarily be made available to non-family investors through the Funds. In addition, as discussed in Item 5 above, the economic terms on which the Company provides investment advisory services to the RDV Clients are, and will continue to be, substantially different from the economic terms on which the Company provides investment advisory services to non-family investors through the Funds. Neither the Company nor any of its directors, officers or principals is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither the Company nor any of its directors, officers or principals is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading adviser, or an associated person of any of the above. 17  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Company has adopted a code of ethics (the “Code”) that establishes standards of ethical conduct for its employees and sets forth policies and procedures for addressing potential conflicts of interest that may arise between the RDV Clients, the Company’s personnel and the Funds. The Code is based on the principle that the Company owes a fiduciary duty to its clients and that all of the Company’s personnel must therefore avoid any activities, interests or relationships that might present an actual or potential conflict of interest with the Company’s clients or otherwise interfere with the Company’s ability to make decisions in the best interests of its clients. Among other things, the Code addresses personal trading activities, receipt of gifts and business entertainment, outside business activities and political contributions. As a general rule, the Company does not buy or sell securities of public companies. However, in the ordinary course of its business, the Company will from time to time come into possession of material non-public information relating to public and private companies. The Code requires the Company to maintain a “Restricted List” of companies in whose securities the Company’s personnel are generally prohibited from trading. The companies on the Restricted List include (i) any public company held by the Funds, (ii) any public company which is actively under consideration as an investment for the Funds, (iii) any public company in which the Company has entered into a non-disclosure, confidentiality or standstill agreement, (iv) any other public company concerning which the Company may be in a position to receive material non-public information as a result of a special relationship the Company or its personnel has with such public company, and (v) any other public company the Company’s Chief Compliance Officer (“CCO”) determines should be on the list. The Company’s investment professionals are required to report all of their personal holdings in reportable securities and reportable personal securities transactions to the Company’s CCO on a quarterly basis. In addition, the Company’s personnel are required to pre-clear any personal securities transaction they may wish to make in securities issued in an initial public offering or private placement and in any securities issued by a company on the Restricted List. In general, personal securities transactions in any company that is on the Restricted List will not be approved in the absence of extraordinary circumstances. The Company’s personnel are also prohibited from giving or receiving gifts or business entertainment which are intended to influence the recipient’s decision making or which might call into question the exercise of such person’s ability to exercise independent judgement on behalf of the Company’s clients. Under the Code, gifts and business entertainment that exceed certain thresholds must be pre-cleared with the Company’s CCO. Under the Code, the Company’s personnel are also required to pre-clear any outside business activities they may wish to engage in and certain political contributions they may wish to make. The Company’s employees must certify annually that they have read and agree to comply in all respects with the Code and that they have disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported by the Code. The paragraphs above only represent a summary of key provisions in the Code. The Company will provide a copy of the entire Code to any client or prospective client (including any investor therein) upon request. Because the general partner of each Fund is an affiliate of the Company, the Company has a material interest that could create conflicts that must be managed. The general partner of each Fund may form a Limited Partner Advisory Committee (the seats of which are filled by limited partners that represent a 18  significant percentage of the Fund’s committed capital and that are not affiliates of the Company or the general partner) to review transactions where a potential conflict of interest exists, pursuant to the applicable provisions of such Fund’s limited partnership agreement. Alternatively, the general partner may seek limited partner approval of a potential conflict of interest, pursuant to the applicable provisions of such Fund’s limited partnership agreement. In addition, certain members of the Investment Team may be given the opportunity to invest in various private fund investments and co-investment opportunities in which the RDV Clients and the Funds may invest. Such investments will be made on a strictly parallel basis, meaning that the Investment Team members will only invest in and divest from such investments at the same time and on the same terms and conditions as the RDV Clients and Funds (provided that subsequent closings may result in timing differences for capital contributions, which will be subject to equalization pursuant to the relevant Fund’s governing documents). In addition, RDV Corporation maintains a program whereby affiliates of the RDV Clients may provide financing to facilitate certain Investment Team members’ participation in such investment opportunities. Item 12: Brokerage Practices The Company’s advisory business generally involves privately negotiated transactions in which best execution obligations do not arise in the same context as transactions in publicly traded securities. With respect to such private transactions, the Company believes it fulfills its best execution responsibilities through careful evaluation and negotiation of the terms of each such transaction. However, the Company may from time-to-time purchase or sell publicly traded securities. In such circumstances, the Company considers various factors in determining which broker is most likely to deliver best execution including, but not limited to, the Company’s knowledge and the reasonableness of negotiated commission rates and spreads currently available; the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the markets for the security or instrument to be purchased or sold; the desired timing of the trade; the activity existing and expected in the market for the particular security or instrument; confidentiality; the execution, clearance, and settlement capabilities as well as the reputation and perceived soundness of the broker selected and other brokers considered; the Company’s knowledge of actual or apparent operational problems of any broker; the broker or dealer’s execution services rendered on a continuing basis and in other transactions. The Company does not maintain relationships with broker-dealers that feature soft-dollar benefits or referral arrangements. Item 13: Review of Accounts The Company monitors the performance of its direct investments and its primary and co-investments with Private Fund Sponsors through periodic financial reviews and frequent discussions with the Private Fund Sponsor, and in certain cases, the senior management of the applicable portfolio company. In addition, a member of the Investment Team will often have a board observation rights for equity co- investments and a seat on a fund’s limited partner advisory committee for private fund investments. While the Company typically receives at least quarterly reporting from the Private Fund Sponsor, members of the Investment Team generally communicate with key members of the Private Fund Sponsor’s deal team on a more frequent basis. Generally, investors in the Funds will receive written financial reports, including an unaudited balance sheet, a statement of net income or net loss, a statement of changes in financial position or a cash flow 19  statement, and a supplemental statement of such investor’s capital account on a quarterly basis. Investors in the GP Stakes Funds and other stand-alone Funds receive this information on an annual basis, as described in such Fund’s Fund Governing Documents. On an annual basis, investors in the Funds also will receive audited financial statements of the Funds, valuations of all of each Fund’s investments and tax information necessary for the completion of U.S. tax returns. The Board of OA Private Capital, on behalf of RDV Clients, will receive valuations of all of their investments on a semi-annual basis and tax information annually, as necessary for the completion of U.S. tax returns. Item 14: Client Referrals and Other Compensation The Company may, from time to time, determine to engage a third-party placement agent to introduce potential investors to the Funds or RLP Funds Depending on the specific arrangement, the Company may pay a placement fee, which may be calculated as a percentage of the commitment amount of the investor. If the Company compensates a placement agent for referring an investor, such arrangements will be conducted in compliance with Rule 206(4)-1(b) under the Advisers Act. In all cases, placement fees will be borne entirely by the Company. To-date, the Company has never engaged a third-party placement agent with regard to the Funds advised solely by the Company; however, the RLP Funds have engaged third-party placement agents to introduce potential investors to the RLP Funds. Prospective investors should be aware that placement agents are subject to certain conflicts of interest, including an incentive to recommend a private fund over other investment opportunities that may be more suitable for the investor due to the fact that the placement agents are being compensated in connection with any investors that they successfully refer to the private fund. As noted in Item 5 above, 100% of each Fund’s pro rata share of any transaction, directors’, management, monitoring, consulting, break-up, and other similar fees received by the Company and its affiliates and employees in connection with the Fund and its investments, net of unreimbursed transaction expenses incurred by the Company or its affiliates, will be credited to the Fund and distributed to its investors in accordance with that Fund’s Governing Documents. Item 15: Custody The Company will conduct all business operations in such a way that client cash and securities, other than privately offered, non-certificated securities, will be preserved in the safekeeping of independent qualified custodians. With respect to the RDV Client accounts, such custodians deliver quarterly statements to the RDV Clients (or an independent representative). RDV Clients are strongly urged to review such account statements carefully and to compare them to the reports that the Company will provide them on a quarterly and annual basis. In addition, the assets in the RDV Client accounts are verified annually by an independent public accountant on a random basis without prior notice to the Company through a surprise exam. With respect to the Funds and RLP Funds, an independent public accountant will audit the Funds’ and RLP Funds’ financial statements annually, and the audited financial statements are distributed to the investors of the Fund. Item 16: Investment Discretion In general, advice to the RDV Clients in respect of the Private Fund Program and direct investments is provided on a non-discretionary basis, and advice to the RDV Clients and the Funds in respect of the Co- 20  Investment Program is provided on a discretionary basis. The terms and conditions governing the Company’s discretion over the investments made on behalf of the RDV Clients and the Funds pursuant to the Co-Investment Program are set forth in writing by the Board of OA Private Capital and in the Fund Governing Documents. The Company is a co-adviser with Apogem for the RLP Funds and, along with Apogem, provides advice for the RidgeLake clients on a discretionary basis. Item 17: Voting Client Securities In accordance with its fiduciary duty to clients and Rule 206(4)-6 under the Advisers Act, the Company has adopted and implemented written policies and procedures governing the voting of client securities. The RDV Clients, the Funds, and the RLP Funds are primarily invested in private funds and privately held portfolio companies that do not typically issue proxies. However, in the event proxies have to be voted, (a) for the RDV Clients, the Company will vote proxies in accordance with its general proxy policy unless specifically instructed by the RDV Client representative, (b) for each Fund, proxies are voted by the Company as its investment manager, and (c) for the RLP Funds, in their roles as co-advisers, the Company or Apogem votes proxies after collectively determining among themselves the agreed upon vote. The Company shall vote client proxies in a way that it believes will maximize value for its clients. The Company’s investment professionals are generally responsible for making voting decisions with respect to proxies received. In exercising its voting discretion, the Company and its employees will seek to avoid any direct or indirect conflict of interest raised by such voting decision. All conflicts of interest will be resolved in the interests of the Company’s clients and with guidance from outside counsel. Certain investment professionals of the Company may have board observation rights with respect to some of the portfolio companies. In situations where the Company votes the proxy for a company in which an employee of the Company has a board observation right and is entitled to vote the proxy, the Company has determined that this does not inherently present a conflict of interest, as the purpose for having a board observation right is to maximize the return on the clients’ investment and to ensure that the clients’ interests are protected. A copy of the Company’s written proxy voting policies and procedures, as well as a record of how the Company has voted in the past, will be maintained and available for client review upon written request. Item 18: Financial Information The Company is not aware of any financial conditions that are reasonably likely to impair its ability to meet its contractual obligations to its clients. The Company has never been the subject of a bankruptcy petition. * * * 21