BOYLSTON ADVISORS, LP

Item 1. Cover Page Bain Capital Asset Management, LP 200 Clarendon Street Boston, MA 02116 Part 2A of Form ADV: Firm Brochure March 2025 This brochure provides information about the qualifications and business practices of Bain Capital Asset Management, LP. If you have any questions about the contents of this brochure, please contact us at (617) 516-2318. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Bain Capital Asset Management, LP also is available on the SEC’s website at www.adviserinfo.sec.gov. An investment adviser’s registration with the SEC does not imply a certain level of skill or training. 1  Item 2. Material Changes Item 2 is not applicable. 2  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 ......................... 6 Item 7. Types of Clients ............................................................................................... 6 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .................... 6 Item 9. Disciplinary Information ................................................................................ 31 Item 10. Other Financial Industry Activities and Affiliations ................................... 31 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......................................................................................................... 47 Item 12. Brokerage Practices ..................................................................................... 48 Item 13. Review of Accounts Oversight and Monitoring ......................................... 48 Item 14. Client Referrals and Other Compensation ................................................. 49 Item 15. Custody ........................................................................................................ 49 Item 16. Investment Discretion .................................................................................. 49 Item 17. Voting Client Securities .............................................................................. 50 Item 18. Financial Information................................................................................... 50 Item 19. Requirements for State-Registered Advisers ............................................. 51 3  Item 4. Advisory Business Bain Capital Asset Management, LP (“BCAM”), a Delaware limited partnership wholly owned by Bain Capital, LP (“Bain Capital”) provides investment advisory services to pooled investment vehicles that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”), including the Clarendon Funds (defined below), Boylston Low Correlation Investments, L.P., Boylston Real Assets Fund, L.P. (collectively, the “Boylston Funds”), and the Coinvest Clients (defined below) As the investment adviser of the Boylston Funds, and the Clarendon Funds (defined below) (collectively, the “Partner Investments Clients”), BCAM identifies investment opportunities for, and may participate in the acquisition, monitoring and disposition of investment opportunities for the Partner Investments Clients. The primary focus of BCAM’s investment advisory activity is recommending limited partnership interests in third party funds that invest in independent return, opportunity credit, hedged equity, infrastructure, real estate, natural resources, public equity (developed and emerging markets), private equity and venture asset classes to the Partner Investments Clients and advising pooled investment vehicles through which current and former personnel of Bain Capital and its affiliates and certain related persons invest in Related Funds (defined below) or participate in transactions executed by Related Funds, in each case advised by the Affiliate Advisers (each as defined below) other than BCAM (such pooled vehicles, the “Coinvest Clients,” together with the Partner Investments Clients, the “Clients”). The Partner Investments Clients generally use a “fund of funds” investment structure, and, as such, the Partner Investments Clients do not typically make direct investments in publicly traded securities or in private operating entities. The Coinvest Clients typically invest directly in the Related Funds or make direct investments alongside the Related Funds. BCAM provides investment advisory services to each Boylston Fund pursuant to separate investment and advisory agreements (each an “Advisory Agreement”). Investments may be executed through an aggregator vehicle (a “Clarendon Fund”). For Boylston Funds and Coinvest Clients, investment advice is provided directly to each Boylston Fund and Coinvest Client, subject to the direction and control of the applicable general partner of such Boylston Fund and Coinvest Client and not individually to investors in those Boylston Funds and Coinvest Clients. Any restrictions on investing in certain types of investments are established by the general partner of the applicable Boylston Fund and Coinvest Client and are set forth in the governing documents for each respective Boylston Fund and Coinvest Client. The governing documents of the Coinvest Clients and/or Related Funds restrict Coinvest Clients to investing on a formulaic basis in or alongside the Related Funds. In particular, when a Coinvest Client coinvests with a Related Fund (defined 4  below) that is a private equity or venture capital fund, the governing documents of the general partner of the Coinvest Client require such general partner to comply with any agreement with respect to voting or disposing of such co-investment made by the general partner of the Related Fund (defined below). (ii) making investment decisions; identifying, and evaluating (iii) making Lastly, BCAM may advise BCAM Insurance Clients about investing their reserves and/or other investible assets. In particular, BCAM’ advisory activities include, investment among other things, (i) sourcing, opportunities; investment representations on behalf of the BCAM Insurance Clients; and (iv) buying, selling and otherwise trading securities and other assets. BCAM may also provide investment advice about the appropriate investment allocation of the insurance company’s assets, and the selection of advisers or sub-advisers to manage client assets. instructions and mandate limitations. In certain BCAM may also manage assets in accordance with investment management agreements entered into with BCAM Insurance Clients, which contain the clients’ general instances, BCAM establishes separately managed accounts for its BCAM Insurance Clients. As of December 31, 2024, BCAM provides investment advice to approximately $11,186,342,000 of client assets, of which $9,885,429,000 is discretionary1 and $1,300,913,000 is non- discretionary. Item 5. Fees and Compensation BCAM does not currently charge management fees or performance-based fees. Partner Investments Clients may be allocated the expenses associated with the operation of BCAM for the services provided to Partner Investments Clients (including insurance premiums and third- party service providers) in accordance with the guidelines set forth in the BCAM expense allocation policy, which are provided to investors in the Boylston Funds and Clarendon Funds. Further, certain clients are charged an allocation of expenses of BCAM’s operating expenses annually based on the net asset value of their assets under management with BCAM (“NAV charge”). Complex investments may charge a higher NAV charge, which is based on multiple factors including, but not limited to, administrative complexity, and are disclosed to during the offering of the investment. Services provided to the Coinvest Clients are generally paid for by Bain Capital. Coinvest Clients’ pro-rata share of certain expenses related to the Coinvest Clients have in the past and may be the future be borne by the Coinvest Clients. 1 BCAM does not have ultimate investment discretion with respect to the assets of any Boylston Fund or Coinvest Client as such discretion is retained by the general partner of each Boylston Fund or Coinvest Client. 5  Fees Received by Affiliated Broker-Dealer Our affiliate, Bain Capital Distributors, LLC (“Bain Capital Distributors”) is a broker- dealer registered with the SEC and member of the Financial Industry Regulatory Authority (“FINRA”). Bain Capital Distributors places securities and instruments issued by certain private investment Boylston Funds that BCAM and its affiliates manage. When Bain Capital Distributors acts as the placement agent for a Boylston Fund in respect of securities or instruments issued by a Boylston Fund, no commission or other compensation is received by Bain Capital Distributors from such Boylston Fund or their investors for such service. Item 6. Performance-Based Fees and Side-By-Side Management Not Applicable. Item 7. Types of Clients BCAM currently provides investment advisory services to the Boylston Funds, subject to the direction and control of the general partner of such Boylston Fund, to the Clarendon Funds, and to the Coinvest Clients.. Limited partners or investors in the Boylston Funds, Clarendon Funds, and Coinvest Clients are current and former personnel of Bain Capital and its affiliates. Legal eligibility requirements must be met by limited partners in the Boylston Funds, Clarendon Funds, and Coinvest Clients. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss For the Partner Investments Clients, BCAM’s investment strategy involves in-depth strategic and financial analysis, placing particular emphasis on global market dynamics, non-correlation, and manager capability. BCAM typically recommends investments in funds it believes will outperform their relative benchmarks, generally in asset classes not offered under Bain Capital’s platform. BCAM’s fundamental research includes the following detailed analyses: Sub-strategy/geographic attractiveness · Competitive analysis · Management strategy and capability · Absolute and relative performance versus competitors and benchmarks · 6  Key risks and opportunities · As part of its in-depth research, BCAM dedicates significant resources to assessing an investment’s strategic position rather than simply performing financial analysis. This strategic evaluation generally includes market research, peer analysis, risk assessment and management interviews and reference checks. For the Coinvest Clients, BCAM follows a strategy of investing directly in or alongside Related Funds, as set forth in the applicable Coinvest Client’s and/or Related Fund’s (defined below) governing documents and the governing documents of the Coinvest Client’s general partner. Risks Investing in securities involves a substantial degree of risk. The investments made by each Client may lose all or a substantial portion of their value, and investors in a Client must be prepared to bear the risk of loss, including total loss, of their investments therein. Different risks may exist with respect to investments in different Clients. The risks associated with an investment in particular Clients may be substantially impacted by the nature and timing of the market. In addition, material risks relating to the investment strategies and methods of analysis described above, and the types of securities purchased by the Clients in connection with those strategies and methods, include the following: Risks Related to Investing in a Private Fund Reliance on the Adviser An investor in a Client must rely on the Adviser’s ability to identify and make investments consistent with a Client’s investment objective and policies. In addition, the investors and limited partners will generally not have an opportunity to evaluate the relevant economic, financial or other information regarding specific investments to be made by a Client or the terms of any investment ahead of the investment being made. The Adviser may be unable to find a sufficient number of attractive opportunities to fully invest a Client’s portfolio or meet its investment objective. Further, there can be no assurance that what the General Partner or the Adviser perceives as an attractive investment opportunity will not, in fact, result in substantial losses due to one or more of a wide variety of factors. In addition, there can be no assurances that allocations of investment opportunities will be made pro rata as between the Clients and other Related Funds, and any such allocation determinations will be made in accordance with the factors described herein. Limited partners and investors have no right or power to take part in the management of a Client. Investors will not receive the detailed financial information regarding companies in which a Client invests that is available to the General Partner 7  and the Adviser. Accordingly, no person or entity should subscribe for, or otherwise acquire interests unless such person or entity is willing to entrust all aspects of the management of the Client to the General Partner and the Adviser. The loss of the services of one or more of the members of the professional staff of the Adviser could have an adverse impact on a Client’s ability to realize its investment objective. In addition, it is expected that all of the officers and employees responsible for managing or advising a Client will continue to have responsibilities with respect to other funds, accounts, and investments managed and advised by the Adviser. Thus, such persons will have demands made on their time for the investment, monitoring, exit strategy and other functions of other funds, managed accounts or similar investment vehicles. In addition, the limited partnership agreement and the investment management agreement limit the circumstances under which the General Partner, the Adviser and their respective affiliates (and other related parties) can be held liable to a Client. As a result, limited partners may have a more limited right of action in certain cases than they would in the absence of such provisions. Risks Associated with Investments in or alongside Underlying Funds Partner Investments Clients generally expect to make investments in, and the Coinvest Clients expect to make investments in or alongside, investment funds, accounts, and operating company securities across a range of alternative asset classes, including public equity securities, fixed income securities, private equity, venture capital, foreign exchange, real assets (including public and private real estate, natural resources and commodities), other liquid and illiquid investment the risk that an Underlying Fund could be required to liquidate positions at disadvantageous prices because of an inability to raise margin collateral from other sources. Fourth, it increases the risk that an Underlying Fund may not honor a Client’s liquidity expectations. A side effect of the inability to redeem from an Underlying Fund is that the Adviser may be unable to reallocate a Client’s assets as dynamically as the Adviser may otherwise desire. This limitation will exist even when an Underlying Fund has not implemented a constraint on its expected liquidity. Given that, even under normal market and operating conditions, the Underlying Funds permit redemptions infrequently (or, in some cases, not at all) and on significant advance notice, a Client’s flexibility to reallocate assets among Underlying Funds will be limited. The Adviser has no control over the liquidity of Underlying Funds and depends on the portfolio managers to provide appropriate valuations as well as liquidity in order to process investor redemptions. In some cases, the Adviser allocates assets to Underlying Funds that later impose liquidity constraints making it impossible to terminate them as the Adviser desires. Investors must recognize that under certain circumstances, restrictions on liquidity that portfolio managers impose may materially restrict or delay investor redemption rights. An inability to redeem from 8  an Underlying Fund may expose a Client to losses it could have otherwise avoided if the Client had been able to redeem from that Underlying Fund. An inability to redeem from an Underlying Fund may also cause a Fund to become unbalanced because it may be forced to obtain liquidity from more liquid investments. Senior Advisors and Third-Party Service Providers The Adviser may retain third parties (which may include former employees of the General Partner, the Adviser or their respective affiliates) to provide services in relation to the Clients’ offering, investment activities underlying investments and/or operations. In particular, senior advisors may be retained to provide sourcing, consulting or advisory services, including services related to the development of investment theses and investment opportunities in a given sector or deal analyses (in each case, services may, for the avoidance of doubt, be provided prior to the commencement of an offering or investment). Additional third-party consultants, legal advisors, accountants, investment banks and/or others are expected to be retained to assist in the investment due diligence process to varying degrees depending on the particular investment. In addition, the General Partner and the Adviser may retain one or more individuals in connection with sourcing potential investments for the Clients, establishing platforms for investments, operating portfolio companies or providing other similar services (such individuals, senior advisors, fundless sponsors and other third-party experts, advisors, or consultants, “service providers”). Such involvement of service providers may present a number of risks primarily relating to the General Partner’s reduced control of the functions that are outsourced. In addition to Third-Party Service Providers, the Fund GPs and/or the Fund Adviser will from time to time, engage other operating professionals, including third-party consultants and/or employees or former employees of the Fund GPs, the Fund Adviser and their respective affiliates. The involvement of Third-Party Service Providers may present a number of risks primarily relating to the General Partner’s reduced control of the functions that are outsourced. In addition, Third- Party Service Providers may not have requirements or the time and attention they devote to each Client, their activities, or their investments The General Partner and the Adviser may rely on the findings of service providers in making, offering, investment and/or management decisions. Bain Capital and the Adviser may not be in a position to verify the risks or reliability of such service providers. The Clients and the Adviser may suffer adverse consequences from actions, errors, or failures to act by such third parties. While no service provider providing services to the Clients will have any fiduciary duties to the Clients or the limited partners, they may be entitled to indemnification under the terms of the service contracts or other arrangements entered into with respect to the Clients, which costs and expenses of such indemnification would be borne by the Clients. In certain circumstances, Bain Capital and its employees may have other commercial or personal relationships with other service providers which makes the General Partner or Adviser more likely to engage that service provider or which present other conflicts of interest which may not be possible to manage 9  in such a way that they are avoided. Fees paid to service providers may be structured in various ways, including as an annual, quarterly, monthly, daily, or hourly fee or retainer, consulting fee (e.g. time and materials), and/or incentive compensation based on the particular services provided (such as a bonus or success fee or profits interest (in the form of cash or equity) based on pre-determined targets, milestones or similar factors), based on the particular services provided or as guaranteed minimum compensation (which may ultimately be borne by the Clients). Collectively, these fees generally will be borne by the Clients or their portfolio companies. In addition, service providers may also be granted equity interests (including stock options) in one or more portfolio companies, which they may not have received if they did not have an ongoing relationship with the General Partner, the Adviser and the Clients. Any such equity interests (including any stock options, and other rights to purchase interests in the portfolio investments) will not be for the benefit of the Clients. Service providers or their affiliates often charge different rates or have different arrangements for specific types of services. However, relevant comparisons may not be available for a number of reasons, including as a result of a lack of a substantial market of providers or users of such services or the confidential, specialized and/or bespoke nature of such services. In connection with such relationships, the General Partner will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include the General Partner’s experience with relevant service providers and the overall quality and/or nature of the services they provide. Whether or not the Adviser or its employees have a relationship or receive financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is not more qualified to provide the applicable services or could provide such services at lesser cost. Valuation Risks Clients’ investments are valued at estimated fair value as determined in good faith by the applicable General Partners. Due to the generally illiquid nature of many of the securities held and potential relative scarcity of market comparables, fair values determined by the applicable General Partners may not reflect the prices that actually would be received when such investments are realized. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. With respect to the Clients, the exercise of discretion in valuation by the Advisers gives rise to conflicts of interest. In addition, the General Partners may or may not value the investments differently with how the same or similar investments are valued by the general partners of the other Related Funds. If the valuations made by the General Partners are incorrect (including both with respect to an in-kind distribution or with 10  respect to the fair value of investments that continue to be held by the Clients), the carried interest received by the Special Limited Partner, or similar entity, of the Related Funds, or the timing of receipt of carried interest, could also be incorrect. Additionally, the exercise of discretion in valuation by the General Partners of unrealized investments gives rise to conflicts of interest as such valuations affect the calculation of a Client’s performance track record. Leverage A Client may make borrowings in anticipation of calling capital from limited partners or investors, as applicable, and, in connection with such borrowings, a Client may enter into a subscription facility with a bank or syndicate of banks. The facility may be secured by the obligations of the limited partners to make capital contributions or by other assets of a Client. To establish such a facility, a Client’s general partner may assign to the lenders certain of a Client’s rights to draw down capital from investors. To the extent permitted by applicable law, investors may also be obligated to make capital contributions at the demand of the lenders, waive rights or defenses with respect to their obligation to make capital contributions, provide financial information or execute other documents necessary in respect of such credit facility. Concentration of Investments Partner Investments Clients are not limited in the amount of capital commitments that may be committed to any industry or sector, geography, or similar category or asset class, or to any one investment. As such, their assets may not be diversified. Any such non-diversification would increase the risk of loss to the Partner Investments Clients if there was a decline in the value of any Underlying Fund in which the Partner Investments Clients had invested a large percentage of their assets. Investments in a non-diversified fund will generally entail greater risks than investment in a “diversified” fund. If a large portion of the assets of an Underlying Fund is held in cash or cash-like instruments, performance might be affected. Availability of Exit Opportunities The ability of the Clients to achieve successful and profitable exits of its portfolio companies may be impacted by a number of factors prevailing at the time, including general economic and market conditions, interest rates, availability of capital, interest levels of strategic and financial buyers and cyclical trends. It is difficult to predict with any certainty whether there will be a ready and willing market of buyers for any particular portfolio company at the time the Clients seek a realization. Business and Regulatory Risks of Pooled Investment Funds Legal, tax and regulatory changes could occur during the term of the Clients that may adversely affect the Clients. The regulatory environment for pooled investment 11  funds is evolving, and changes in the regulation of pooled investment funds may adversely affect the value of investments held by the Underlying Funds and the ability of the Underlying Funds to obtain the leverage they might otherwise obtain or to pursue their trading strategies. In addition, securities markets are subject to comprehensive statutes, regulations, and margin requirements. Regulators and self- regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on the Underlying Funds could be substantial and adverse. Expedited Transactions Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may adversely affect an investment. Operational Risk The Clients are subject to operational risk, including the possibility that errors may be made by the Adviser or its Affiliates in certain transactions, calculations, or valuations on behalf of, or otherwise relating to, the Clients. Limited partners may not be notified of the occurrence of an error or the resolution of any error. Generally, the Adviser and its Affiliates will not be held accountable for such errors, and the Clients may bear losses resulting from such errors. Possibility of Fraud and Other Misconduct of Employees and Service Providers include entering Misconduct by employees of the Adviser, service providers to the Adviser or the Clients and/or their respective affiliates could cause significant losses to the Clients. Such misconduct may into transactions without authorization; failure to comply with operational and risk procedures, including due diligence procedures; misrepresentations as to investments being considered by the Adviser; improper use or disclosure of confidential or material non-public information, which could result in litigation; regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of the Clients; and non- compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to the Clients. The Adviser has implemented controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be 12  given that the Adviser will be able to identify or prevent such misconduct. Possibility of Fraud by Management The value of investments made by the Clients may be adversely affected by material misrepresentations, omissions, inaccuracies, or incompleteness on the part of the management or owners of portfolio companies in which the Clients invest. Such material misrepresentation, omission, inaccuracy, or incompleteness may undermine the Adviser’s due diligence efforts with respect to such companies and, if discovered, negatively affect the valuation of the Clients’ investments. In addition, when discovered, material misrepresentations, omissions, inaccuracies, or incompleteness may contribute to overall market volatility that could negatively impact the Client’s investments. In the event of a material misrepresentation, omission, inaccuracy, or incompleteness by any portfolio company in which the Clients invest, Clients may suffer a partial or total loss of capital investment in that company. Risks Associated with Third-Party Managers The Partner Investments Clients generally will not have the right to participate in the investment objectives and strategies, day-to-day management, control, or operations of the Underlying Funds, nor will they generally have the right to remove or otherwise control the managers of such Underlying Funds (the “Third-Party Managers”). The Partner Investments Clients will not necessarily have the opportunity to evaluate the relevant economic, financial and other information which will be utilized by the Underlying Funds in their selection, structuring, monitoring and disposition of investments. Neither BCAM nor the general partners of the Funds provide any assurance against fraud, misappropriation, or other misconduct by Third-Party Managers. Any such misconduct will negatively affect the value of the Partner Investments Clients’ portfolios. Performance-Based Compensation Arrangements with Third-Party Managers BCAM will typically negotiate arrangements with Third-Party Managers which provide that Third-Party Managers be compensated, in whole or in part, based on the appreciation in value (including unrealized appreciation) of the account during specific measuring periods. Such performance fee arrangements may create an incentive for such Third-Party Managers to make investments that are riskier or more speculative than would be the case in the absence of such performance- based compensation arrangements. Multiple Levels of Expenses By investing in the Underlying Funds and securities indirectly through the Boylston Funds and Clarendon Funds, limited partners bear any asset-based fees and performance-based fees and allocations payable to the portfolio managers of the 13  Underlying Funds, as well as a proportionate share of the transaction-related expenses and other operating costs of both the Boylston Funds and Clarendon Funds and, indirectly, similar expenses of the Underlying Funds. Thus, a limited partner may be subject to higher aggregate fees and expenses than if the limited partner invested in the Underlying Funds directly or in an investment fund that invests directly in the assets in which the Underlying Funds invest. Limited Access to Information about Underlying Funds or Third-Party Managers The Partner Investments Clients often will not be given complete or real-time access to information regarding actual investments made by the Underlying Funds, as such information is ordinarily considered proprietary to the Third-Party Managers. When such information is provided, it is often incomplete and/or out-of-date. As a result, BCAM or the general partner of the applicable Boylston Fund may not be able to determine with complete accuracy the diversification of the Partner Investments Client’s portfolio because BCAM or the applicable general partner may not be able to fully ascertain the scope of the overall hedged or directional positions or the extent of its concentration risk or exposure to specific instruments, securities, markets, or strategies. In addition, the Partner Investments Clients may not learn of significant structural events affecting Third-Party Managers, such as personnel changes, major asset withdrawal or substantial capital growth until after the fact. Even when BCAM has access to information relating to positions held in Underlying Funds, BCAM’s ability to act on such information so as to mitigate risks of investing in Underlying Funds is materially limited by the constraints on its ability to reallocate Partner Investments Client capital among new or existing Third-Party Managers. Investing in Illiquid Securities A Client may invest its assets in securities that are not readily marketable or that are only thinly traded. In addition, a Client may invest in private placements of securities that are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and may have little or no trading market. The Clients may not be able to readily dispose of such investments, and, in some cases, may be contractually prohibited from disposing of such securities for a specified period of time. These limitations on liquidity of a Client’s investments could prevent a successful sale thereof, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized. Russian Invasion of Ukraine In February 2022, Russian President Vladimir Putin ordered the Russian military to invade two regions in eastern Ukraine (the Donetsk People’s Republic and Luhansk People’s Republic regions). The following day, the U.S., U.K. and European Union announced sanctions against Russia. On February 24, 2022, President Putin commenced a full-scale invasion of Russia’s pre-positioned forces into Ukraine, including Russia’s forces pre-positioned in Belarus. In response, the United States, 14  United Kingdom, and European Union have announced financial, trade, and investment restrictions against Russia (as well as Belarus), and additional restrictions may be introduced in the future. Russia’s invasion of Ukraine, the resulting displacement of persons both within Ukraine and to neighboring countries and the increasing international sanctions have had, and could continue to have a negative impact on the economy and business activity globally (including in the countries in which the Clients invest), and therefore could adversely affect the performance of the Clients’ investments. Furthermore, given the ongoing and evolving nature of the conflict between Russia and Ukraine and its ongoing escalation , it is difficult to predict the conflict’s ultimate impact on global economic and market conditions, and, as a result, the situation presents material uncertainty and risk with respect to the Clients and the performance of their investments or operations, and the ability of the Clients to achieve their investment objectives. The Russian invasion of Ukraine may have a significant adverse impact on, and result in significant losses to, the Underlying Funds and their portfolio investments. In particular, the portfolio companies of the Underlying Funds may suffer significant increases in operating costs (including, among other reasons, because of the substantial increase in energy and commodity prices and potential supply chain disruption), losses from cyberattacks, significant reductions in revenue and growth, increased foreign exchange risk and/or unexpected operational losses and liabilities. It may also limit the ability of the Underlying Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (sanctions-related, 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 that the Funds intend to pursue, all of which could adversely affect the Underlying Funds’ ability to fulfil their investment objectives. Israel and Palestine On October 7, 2023, Hamas launched air and ground strikes against the state of Israel. In response to these attacks, on October 8, 2023, the state of Israel declared war on Hamas and began a series of retaliatory attacks. Israel’s allies, including the U.S., the UK and the European Union, have denounced Hamas and have reiterated their historic support for Israel’s right to defend itself against attacks. The U.S. has deep historical, geopolitical and economic ties to the state of Israel and may be particularly susceptible to escalations and/or the prolongment of this war. Therefore, the war may negatively affect the ability of the Clients to achieve their investment objectives and may adversely impact the performance of the Clients’ investments. Given the ongoing and evolving nature of this war and its ongoing escalation, it is difficult to predict the conflict’s ultimate impact on global economic and market conditions, and, as a result, the situation presents material uncertainty and risk with respect to the Clients and the performance of their 15  investments or operations, and the ability of the Clients to achieve their investment objectives. Further, while the U.S., the UK, the European Union and other allies of Israel already have sanctions in place against Hamas and many of its allies, further sanctions may be forthcoming. Further sanctions may adversely affect the Clients, the performance of their investments, as relevant, or operations and/or the ability of the Clients to achieve their investment objectives. Political and Social Risks of Investments in Certain Countries Certain countries in which the Clients may invest have in the past experienced, and may in the future experience, political and social instability that could adversely affect the Client’s investments. The Clients will be exposed to the direct and indirect consequences of potential political, economic, social and diplomatic changes in various countries and regions. Certain countries may face social and political instability resulting from among other things, (i) authoritarian governments or military involvement in political and economic decision making and changes in government through extra-constitutional means; (ii) popular unrest and internal insurgencies associated with demands for improved political, economic, and social conditions; (iii) hostile relations with neighboring countries; and (iv) ethnic, racial and religious conflict. Governments of certain countries have exercised and continue to exercise substantial influence over many aspects of the private sector, and certain industries may be subject to significant government regulation. Exchange control regulations, expropriation, confiscatory taxation, nationalization, restrictions on foreign capital inflows, repatriation of investment income or capital, renunciation of foreign debt, political, economic, or social instability, or other economic or political developments could adversely affect the assets of the Clients held in a particular country. Additionally, the availability of attractive investment opportunities for the Clients may depend in part on governments that are continuing to liberalize their policies regarding foreign investment and, in some cases, to further encourage private sector initiatives. Impact of Natural or Man-Made Disasters; Disease Epidemics and Pandemics Certain regions are at risk of being affected by natural disasters or catastrophic natural events. Considering that the development of infrastructure, disaster management planning agencies, disaster response and relief sources, organized public funding for natural emergencies, and natural disaster early warning technology may be immature and unbalanced in certain countries, the natural disaster toll on an individual investment or the broader local economic market may be significant. Prolonged periods may pass before essential communications, electricity and other power sources are restored and operations of the investment can be resumed. The Firm, the Clients and investments could also be at risk in the 16  event of such a disaster. The magnitude of future economic repercussions of natural and man-made disasters may also be unknown, may delay the Clients’ ability to invest, and may ultimately prevent any such investment entirely. Investments of the Clients may also be negatively affected by man-made disasters. For example, certain countries’ consumer food industry have been subject to the threat of inappropriate food tampering. Publicity of such types of man-made disasters may have a significant negative impact on overall consumer confidence, which in turn may materially and adversely affect the performance of investments, whether or not the investments are involved in such man-made disaster. The effects of COVID-19 have led to significant volatility, and it is uncertain how long this volatility will continue. As COVID-19 continues to spread, particularly as new variants continue to emerge, the potential effects, including a global, regional, or other economic recession, are increasingly uncertain and difficult to assess. The continued spread of the virus globally could lead to a protracted world-wide economic downturn, the effects of which could last for some period after the pandemic is controlled and/or abated. If the spread and related mitigation efforts continue, the financial condition, results of operations and cash flows of the Underlying Funds could be materially adversely affected. The impact of COVID-19 could have the effect of heightening many of the other risk factors described herein. In addition, any outbreak of disease epidemics or pandemics such as the coronavirus (COVID-19), the severe acute respiratory syndrome, avian influenza, H1N1/09 or other infectious diseases, such as monkeypox, together with resulting voluntary and governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has, and is expected to continue to, meaningfully disrupt the global economy and markets. COVID-19 has caused, and is expected to continue to cause, ongoing material adverse effects across many, if not all, aspects of the global economy. In particular, the outbreak of COVID-19 has (x) adversely affected, and is expected to continue to adversely affect, the Underlying Funds’ investments and the industries in which they operate and (y) resulted in the closure of Bain Capital’s and certain portfolio companies’ physical offices or other businesses, including office buildings, retail stores and other commercial venues. Any outbreak of disease epidemics or pandemics could also result in (or, in the case of the COVID-19 pandemic, have already resulted in) any or all of the following: (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business, (b) disruption of regional or global trade markets and/or the availability of capital or leverage, (c) trade or travel restrictions which impact a portfolio company’s business and/or (d) a general economic decline and have an adverse impact on the Underlying Funds’ value, the Underlying Funds’ investments, or the ability of the Underlying Funds to source new investments. The spread of an epidemic or pandemic among the Advisers’ personnel and their service providers 17  would also significantly affect the Advisers’ ability to properly oversee the affairs of the Underlying Funds (particularly to the extent such impacted personnel include key investment professionals or other members of senior management), which could result in a temporary or permanent suspension of the Underlying Fund’s investment activities or operations. The full effects, duration and costs of these epidemics or pandemics are impossible to predict and the circumstances surrounding any outbreak evolve continuously. Cyber Security Risk; Dependence on Technology With the increased use of technologies such as the internet and the dependence on computer systems to perform necessary business functions, investment vehicles (such as the Clients and Related Funds) and their service providers may be prone to operational and information security risks resulting from cyber-attacks. In general, cyber-attacks result from deliberate attacks, but unintentional events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial- of-service attacks on websites, the unauthorized release of confidential information and causing operational disruption. Risks of cyber-attacks can increase when a significant percentage of a workforce is working remotely. The frequency and seriousness of cyber-attacks may also increase in the context of geopolitical tension or military conflict. Successful cyber-attacks against, or security breakdowns of, the Clients, the General Partners, the Adviser, any administrator to the Clients and/or other service providers may adversely impact the Clients or the limited partners. For instance, cyber-attacks may interfere with the processing of limited partner transactions, impact the Clients’ ability to value its assets, cause the release of private limited partner information or confidential information of the Clients, impede Clients’ operations, cause reputational damage, and subject the losses, Clients or their assets to regulatory fines, penalties or financial reimbursement or other compensation costs, and/or additional compliance costs. The Clients may also incur substantial costs for cyber security risk management in order to prevent any cyber incidents in the future. The Clients and the limited partners could be negatively impacted as a result. While the Clients or the Clients’ service providers have established business continuity plans and systems designed to prevent such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Similar types of cyber security risks are also present for the Clients’ portfolio investments and for issuers of securities or other instruments in which the Clients invest, which could result in material adverse consequences for such investments, including a substantial or total loss in value. In addition, the activities of the Clients, the General Partners and the Adviser rely on technology, including hardware, software, and other computerized or automated processes. The performance of the Clients could be compromised by computer viruses, telecommunications failures, power loss, natural disasters, security 18  breaches, software related “system crashes,” disruption or deterioration of services of third-party service providers, terrorist attacks, cyber warfare, and similar events. Any event that interrupts the General Partners or the Adviser’s computer and telecommunications operations could result in, among other things, the inability of the General Partners or the Adviser to trade or monitor the Clients’ investments and therefore could have a material adverse effect on the operating results of the Clients. Further, jurisdictions in which Bain Capital operates have recently adopted or are considering adopting laws that include stringent operational requirements for entities processing personal information and significant penalties for non- compliance, such as the GDPR (as defined below), California Privacy Act and the New York SHIELD Act, and a range of proposed additional laws at the U.S. federal and state level. In recent years, technological advances have fueled the rapid growth of artificial intelligence (“AI”), in particular generative AI, and accordingly, the use of AI is becoming increasingly prevalent in a number of sectors. Due to the rate at which AI is improving and the scope of its potential application is therefore broadening, at this time, it is unclear what impact (including, where relevant, opportunities) AI may have on the Clients, the General Partners, the Adviser and/or the Clients’ investments, as well as the wider financial sector. Inappropriate deployment of AI by a portfolio investment of the Clients could have a material adverse impact on such investment, and therefore a negative impact on the Clients and limited partners. The rise of AI has also brought a renewed focus from governments and regulators on the regulation of such technology. The world’s first comprehensive laws to regulate AI were agreed by the EU at the end of 2023, although these are not likely to come into full force and effect until 2026. Other jurisdictions (including the U.S. and UK) are considering or proposing their own approaches to the regulation of AI. Such laws and/or regulations could have a material adverse impact on the Clients, the General Partners, the Adviser and/or the Clients’ investments. Risks Related to a Client’s Investments Highly Competitive Market for Investment Opportunities The market for attractive investment opportunities in the Clients’ target sectors is highly competitive. The number of investors seeking to make such investments may reduce the number of suitable investment opportunities available to the Clients and adversely affect the terms upon which investments can be made. In that regard, the Clients will be competing for investments with other investment funds as well as individuals, companies, financial institutions and other investors. It is possible that competition for appropriate investment opportunities may increase, which may also require the Clients to participate in auctions more frequently than is currently 19  identification of attractive investigating other potential expected. The outcome of these auctions cannot be guaranteed, thus potentially reducing the number of investment opportunities available to the Clients and potentially adversely affecting the terms, including price, upon which investments can be made. Furthermore, the availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. Moreover, the investment opportunities is difficult and involves a high degree of uncertainty. The Clients may incur significant expenses in connection with identifying investment opportunities and investments which are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other third-party advisors. There can be no assurance that the Clients will be able to locate, complete and exit investments that satisfy the Clients’ investment objectives or that the Clients will be able to fully invest their committed capital. Financial Market Fluctuations General fluctuations in the market prices of securities may affect the value of the investments held by the Clients. Instability in the securities markets may also increase the risks inherent in the Clients’ investments. In-Kind Distributions Although the Boylston Funds, Clarendon Funds and Coinvest Clients expect to distribute primarily cash to investors upon redemption, the Boylston Funds, Clarendon Funds and Coinvest Clients may make distributions of securities in kind. Investments distributed in kind may not be readily marketable or saleable and may have to be held by investors for an indefinite period of time. Alternatively, securities distributed to Investors may already be subject to a registration statement requiring that such securities be sold by Investors pursuant to such registration statement following receipt. The General Partner may cause the Client to distribute such in- kind securities and other financial instruments directly to the Investors or may create one or more special purpose vehicles or liquidating trusts to hold such securities and other financial instruments until they can be sold. An independent valuation or appraisal generally will not be required and is not expected to be obtained in connection with in-kind distributions or contributions. In certain circumstances, one or more Related Funds may be permitted to make a distribution in kind to some or all their investors in circumstances in which one or more other Clients disposes of the securities and distributes cash. A distribution in kind of marketable securities could put downward pressure on the price of such securities, which may make it difficult or impossible for limited partners to sell such securities at the opening price on the day of distribution. Further, while securities to be distributed by the Clients are typically permitted to be sold by the limited partners after receipt, due to contractual and/or regulatory restrictions, 20  limited partners receiving a distribution of securities may be unable to sell such securities until any holding periods required pursuant to contractual obligations or regulatory requirements have expired. The risk of loss and delay in liquidating marketable securities will be borne by the limited partners. There can be no assurance that any limited partners will be able to dispose of distributed securities at the value determined by the General Partner, notwithstanding that such value (and not the value a limited partner receives upon its own disposition) will be used to determine each limited partner’ realized base amount and the obligations of limited partners to return distributions to the Clients. In addition, limited partners (whether or not receiving the property that is being distributed in-kind) could in certain circumstances be subject to tax in connection with such in-kind distributions. Such tax could include, depending on the jurisdiction of the property being distributed, transfer taxes on the distribution, or non-resident capital gains tax (which, in some jurisdictions, can be levied by way of withholding tax). Furthermore, once securities are distributed by the Clients, neither the General Partner nor the Adviser will have any duty or responsibility to the limited partners with regards to monitoring or advising with respect to such securities, and to the extent the General Partner and/or affiliates of the Adviser (including the Adviser’s personnel) receive any such marketable securities as an in-kind distribution, such persons have no duty to hold such marketable securities and may sell such securities in transactions that may put downward pressure on the price of such securities. The General Partner may also cause a Client to distribute securities in kind to the General Partner while disposing of the limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to the limited partners, which may cause the General Partner and/or their affiliates to receive more value from the securities than they would have had the General Partner’s share of such investment(s) been distributed in cash. The ability of the General Partner to act in its own interest and in the interest of the Adviser with respect to such distributed shares creates a conflict of interest between the General Partner and the Adviser, an adviser to the Clients, and the Clients. These conflicts may be exacerbated due to the enhanced knowledge and information the General Partner has relative to the limited partners with respect to such securities, and such conflicts may not be able to be managed in such a way as to avoid the conflicts. Limited partners should also anticipate additional costs (including, for example, brokerage commissions) and delays associated with the Clients’ in-kind distribution process and in disposing of securities received in kind from the Clients. Where the Clients’ investments become marketable securities other than in connection with an underwritten public offering, securities markets for such securities may not be as established. Economic and Market Risk General economic conditions may affect the Clients’ activities. Companies in which the Clients may be sensitive to general downward swings in the overall economy. 21  Changes in economic conditions, including, for example, interest rates, the price of commodities, availability and terms of credit, inflation, economic uncertainty, changes in laws, unemployment, competition, technological developments, political events, changes in fiscal policies, national and international political circumstances and innumerable other factors, none of which will be within the control of the General Partners, can substantially and adversely affect the business and prospects of the Clients. In addition, real estate is subject to long-term cyclical trends that give rise to significant volatility in real estate values. Many of the factors which could affect the performance of the Clients or its properties will be beyond the control of the General Partners and the Clients. Fluctuations in the market prices of investments and economic conditions generally may reduce the availability of attractive investment opportunities for the Clients and may affect the Clients’ ability to make investments and the value of the investments held by the Clients. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Clients’ investments. The public securities markets have seen increased volatility and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by, among other reasons, the tightening of the credit markets, and the ongoing financial turmoil and uncertainty. The repercussions of this market turmoil are unclear. Investors’ reactions to events in one country can have adverse effects on the securities of companies and the value of property and related assets in other countries in which the Clients may invest. A significant adverse change in the economy of one country, or a loss of investor confidence in the financial systems of emerging markets and other markets generally, could cause increased volatility in the economy and market of another country and, as a result, have an adverse effect on the investments of the Clients. There can be no assurance that financial events of such type will not happen again or will not have an adverse effect on the Clients’ investments. Similarly, investor or end-user reactions to a product or service that is similar to one marketed or developed by a portfolio company could have an adverse effect on such portfolio company’s ability to market or sell such related product or service. Events of this nature may adversely affect the economies of emerging and other markets in both the near and long term. The Clients may be adversely affected to the extent that they seek to dispose of any of their investments in an illiquid or volatile market and the Clients may find themselves unable to dispose of investments at prices that the General Partners believe reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic 22  conditions at the time of such realizations. In the past, many private equity funds looked to the public securities markets as a potential exit strategy, however there can be no assurance, particularly given volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that the Clients would be able to exit from an investment by listing its shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable the Clients to sell these securities when the General Partners believe it is most advantageous to do so, or without adversely affecting the stock price. Volatility in the financial sector may have a material adverse effect on the ability of the Clients to buy, sell and partially dispose of its portfolio company investments. The Clients may be adversely affected to the extent that they seek to dispose of any of their investments in an illiquid or volatile market and the Clients may find themselves unable to dispose of investments at prices that the General Partners believe reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the debt market or otherwise. No assurance can be given as to the effect of these economic conditions on the Clients’ investment objective. Market Disruption Risk and Terrorism Risk The military operations of the U.S., European countries and its allies, and the prevalence of terrorist attacks, and instability in various parts of the world could have significant adverse effects on the economy of a particular country or region in which a Client may invest, as well as the global economy. Regional tensions, conflicts, hostilities, terrorist attacks, insurrections or threats of terrorist attacks and political unrest generally may create an unstable geopolitical climate that could have a material effect on general economic conditions, market conditions and market liquidity in the U.S. and globally. A Client could therefore be adversely affected by social instability, changes in government administrations and policies or economic, political, legal or regulatory developments that are not within the Clients’ control. Terrorist attacks, in particular, may exacerbate some of the foregoing risk factors. Attempted, ongoing, failed or even initially successful negotiations between the U.S. and countries subject to continued international sanctions may negatively affect the global economy and may have amplified effects on emerging market country economies, securities markets and valuations. Neither the Advisers nor the General Partner can predict the likelihood of these types of events occurring in the future nor how such events may affect the Clients. A terrorist attack involving, or in the vicinity of, an investment may result in a loss far in excess of available insurance coverage. These types of events could impact imports from, or exports to, such geographies with an adverse impact on the economy as a whole, any industry, and/or the operations of investments of the Clients. 23  There can be no assurances that regional or global conditions will not worsen and/or adversely affect one or more of a Client’s portfolio companies, its access to capital or leverage or key markets, or its overall performance. A Client’s investment strategy and the availability of opportunities satisfying a Client’s risk-adjusted return parameters relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations held by the Advisers will prove correct and actual events and circumstances may vary significantly. Third-Party Litigation In addition to litigation relating to the bankruptcy process, a Client’s investment activities subject them to the normal risks of becoming involved in litigation by an investment, its other security holders or creditors, governmental agencies or other third parties, including novel and/or speculative litigation brought by third party claimants. This risk is somewhat greater where the Clients or Underlying Funds exercise control or significant influence over a company’s direction, including, as a result of significant entity ownership, service on the board of directors, or other contractual rights. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be partially borne by the Clients and would reduce net assets. General Risks Associated with Non-U.S. Investments in obtaining and enforcing Investment in non-U.S. companies frequently involve certain additional risks due to non-U.S. economic, political and legal climates, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of taxes on dividends, interest payments, capital gains or gross proceeds, the need for approval by government or other authorities to make investments, and possible difficulty judgments against non-U.S. entities. Furthermore, there frequently is less information publicly available about a non-U.S. issuer than about a U.S. issuer, and issuers of non-U.S. securities are subject to different, often less comprehensive, accounting, reporting and disclosure requirements than is the case with U.S. issuers. As a result, information available to the Clients or an Underlying Fund may be less reliable and less detailed than information available in more developed countries, and the Clients’ or the Underlying Funds’ due diligence reviews may provide less information than reviews conducted in more developed countries. The securities of some non-U.S. companies and non-U.S. securities markets are less liquid and at times more volatile than comparable U.S. securities and securities 24  markets. Moreover, the expenses normally associated with non-U.S. investments often exceed those associated with U.S. investments. Certain countries may restrict foreign investment in the securities of issuers operating in that country. These restrictions or controls may at times limit or preclude foreign investment in certain issuers and increase the costs and expenses of the Clients or Underlying Funds. Certain countries require governmental approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company, or limit investment by foreign persons to a specific class of securities of a company that may have less advantageous terms than the classes available for purchase by nationals. Certain of the Clients and the Underlying Funds are expected to invest a material portion (and possibly all) of their respective capital outside the U.S. in non-dollar denominated investments. Because such investments may involve non-U.S. dollar currencies and because the Clients or the Underlying Funds may temporarily hold funds in bank deposits in such currencies during the completion of their investment programs, the Clients or the Underlying Funds may be affected favorably or unfavorably by changes in currency rates (including as a result of the devaluation of a foreign currency) and in exchange control regulations and may incur transaction costs in connection with conversions between various currencies. Inflation Certain countries in which the Clients may invest have historically experienced substantial rates of inflation, and the rapidly growing nature of an emerging economy may lead to higher rates of inflation. Inflation and rapid fluctuations in interest rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging economies. Past governmental efforts to curb inflation have included wage and price controls, as well as more drastic economic measures that have had a materially adverse effect on the level of economic activity in the affected country. In particular, a number of countries globally are currently experiencing higher inflation levels. The current inflationary environment could negatively impact the capitalization rates at which assets that the Clients hold are priced and could disrupt settled expectations around long-term interest rates in the U.S. and in other developed markets. There can be no assurance that inflation will not become a serious problem in the future and thereby negatively affect the Client' investment returns. Deflation Deflation could reduce the value of investments as economic growth is often negatively impacted by consumers and businesses delaying purchase decisions as prices reduce. Deflation may also make it more difficult for investments which are leveraged at the asset level to meet or service their debt obligations, due to reductions in revenues and increases in the size of the debt relative to the overall value of an investment. 25  Periods of deflation are often characterized by a tightening of money supply and credit, which could limit Clients’ ability to leverage investments, and so limit the number and size of investments that the Clients may make and affect the rate of investors. Such economic constraints could also make Clients’ return to investments more illiquid, preventing the Clients from realizing such investments. Environmental, Social and Governance Matters Environmental, social or governance (“ESG”) issues and associated risks (including sustainability risks) are relevant to the Clients but are only some of the many factors the Adviser, or the Underlying Funds, will identify and consider in making an investment. There is no guarantee that the Adviser, or the Underlying Funds, will successfully make investments in companies that create positive ESG outcomes while enhancing long-term investment value and achieving financial returns or that the Adviser, or the Underlying Funds, will successfully identify all relevant ESG issues and identify and mitigate all risks (including sustainability risks) associated with a proposed investment. The Adviser, or the Underlying Funds, may not always be able to (a) successfully engage with portfolio investments or their management on ESG-related practices and potential enhancements, or (b) obtain ESG key performance metrics or other data, for a variety of reasons, including where the Clients hold a minority or non-control position in a portfolio company, or where the portfolio company is a venture investment or is in its growth stage, or is located in a geography where engagement on such issues or the availability of such data is not yet established practice. To the extent that the Adviser, or the Underlying Funds, engages with portfolio companies on ESG-related practices and potential enhancements thereto (and it may not be possible to do so, or ESG-related data may not be forthcoming or available), such engagements may not achieve the desired financial results, or the market or society may not view any such changes as positive, sufficient or desirable. Successful engagement efforts on the part of the Adviser or the Underlying Funds will depend on the Adviser’s, or the Underlying Funds, skill in properly identifying and analyzing material ESG and other factors and their value (which may involve qualitative and subjective judgments), and there can be no assurance that the strategy or techniques employed will be successful. Considering ESG qualities when evaluating an investment may result in the selection or exclusion of certain investments based on the Adviser’s or the Underlying Funds view of certain ESG-related and other factors and carries the risk that the Clients may underperform compared to other funds that do not take, or which do take additional, ESG-related factors into account because, e.g., the market may ultimately have a different view of a particular company’s performance than that anticipated by the Adviser or the Underlying Funds. The impact following the materialization of a sustainability risk may vary depending on the nature of the event or risk, asset class, region and regulatory regime(s) concerned. Where such a risk materializes, there could be a negative impact on the value of an underlying asset or other adverse impacts for the underlying asset, the 26  Adviser or the Clients, with such consequences potentially arising directly or indirectly (e.g., as a result of adverse reputational impact). Notwithstanding anything in the foregoing, the Clients are not managed with the goal of maximizing its ESG outcomes and investors should have no expectation in that regard. Consideration of ESG factors may affect the Clients’ exposure to certain companies, sectors, regions, countries or types of investments, which could negatively impact the Clients’ performance depending on whether such investments are in or out of favor. Applying ESG-related risks and goals to investment decisions is often qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Adviser or any judgment exercised by the Adviser will reflect the beliefs or values of any particular investor. In evaluating a particular investment, the Adviser is dependent upon information and data obtained through voluntary or third-party (including portfolio companies and their management teams) reporting that may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s ESG practices and/or related risks and opportunities. ESG-related practices differ by region, industry and issue and are evolving accordingly, and an investment’s ESG-related practices or the Adviser’s assessment of such practices may change over time. The Adviser in certain circumstances could determine in its discretion that it is not feasible or practical to implement or complete certain ESG-related practices based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for the Adviser to adhere to all elements of the Clients’ investment strategies, including with respect to ESG risk and opportunity management and impact, whether with respect to one or more individual investments or to the investments generally. Sustainability and ESG requirements imposed by jurisdictions in which the Adviser does business and/or in which the Clients are marketed may result in additional compliance costs, disclosure obligations or other implications or restrictions on the Clients or for the Adviser. Under such requirements, the Adviser may be required to classify itself or the Clients against certain criteria, some of which can be open to subjective interpretation. The Adviser’s views on the appropriate classification may develop over time, including in response to statutory or regulatory guidance or changes in industry approach to classification. A change to the relevant classification may require further actions to be taken, for example it may require further disclosures (or in certain cases a material change to reclassify the partnership, which the Adviser reserves the absolute discretion to do, with the consequences that there will be less disclosure and reporting using different templates) by the Adviser or the Clients or may require new processes to be set up to capture data about the Clients or their investments, which may lead to additional costs and expenses to be borne by the Clients. In general, costs and expenses related to sustainability and ESG requirements may be allocated to one or more specific fund entities in the discretion of the General Partners, as relevant. Further, there can be no guarantee that the regulatory treatment or classification of the Clients or an investment will translate to, or have, an equivalent treatment of 27  classification, in another country where the Clients are marketed. Environmental Risks influence Environmental laws, regulations and regulatory initiatives play a significant role in certain industries and can have a substantial impact on investments in these industries. These industries will continue to face considerable oversight from from non- environmental regulatory authorities and significant governmental organizations and special interest groups. The Clients may invest in portfolio companies that are subject to changing and increasingly stringent environmental and health and safety laws, regulations, and permit requirements. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on investments or potential investments, and there can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. Compliance with such current or future environmental requirements does not ensure that the operations of the Clients’ investments will not cause injury to the environment or to people under all circumstances or that the Clients’ investments will not be required to incur additional unforeseen environmental expenditures. Environmental hazards could expose the investments to material liabilities for property damages, personal injuries, or other environmental harm, including costs of investigating and remediating contaminated properties. Moreover, failure to comply with regulatory or legal requirements could have a material adverse effect on a portfolio company or project, and there can be no assurance that portfolio companies will at all times comply with all applicable environmental laws, regulations and permit requirements. Past practices or future operations of portfolio companies could also result in material personal injury or property damage claims. Any noncompliance with these laws and regulations could subject the Clients and their properties to material administrative, civil, or criminal penalties or other liabilities. Under certain circumstances, environmental authorities and other parties may seek to impose personal liability on the limited partners of a partnership (such as the Clients) subject to environmental liability. The Clients may experience material losses due to these risks. The legislative framework for environmental liability has not been fully established or implemented. The extent of the responsibility, if any, for the costs of abating environmental hazards may be difficult to quantify when considering an investment. The Clients may experience material losses due to these risks. Climate Change The Clients may acquire investments that are located in or have operations in, areas which are subject to or potentially susceptible of climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes, cyclones, typhoons, and tropical storms, 28  whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the Clients' business and operations. Physical impacts of climate change may include: increased storm intensity and severity of weather (e.g., floods, cyclones, or hurricanes); sea level rise; fires; and extreme and changing temperatures. As a result of these physical impacts from climate related events, the Clients may be vulnerable to the following: risks of property damage to the Clients' investments; indirect financial and operational impacts from disruptions to the operations of the Clients' investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage, for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for the products and services of the investments; increased insurance claims and liabilities; increase in energy cost impacting operational returns; changes in the availability or quality of water or other natural resources on which the business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); or incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and economic distributions arising from the foregoing. Low Correlation Investments A Client may have an investment strategy focused on low correlation investments, and an investment in such Client is intended to be a part of a comprehensive hedging strategy and is not suitable as a sole investment or for any limited partner which cannot afford losing all or a substantial portion of its investment. All investments risk the loss of capital, and, in particular, the nature of a Client’s catastrophe risk investments and the investment techniques and strategies to be employed may increase this risk. In the event that the Adviser’s or an Underlying Fund’s assessment of such catastrophe or “tail” risks proves incorrect and extraordinary economic conditions do not occur, the Underlying Investment may lose all of its assets, which would adversely impact such Client and the investors therein. Accounting, Reporting and Disclosure Standards less comprehensive, accounting, reporting and disclosure Different, often requirements and practices apply to issuers in certain foreign countries than is the case with U.S. issuers. As a result, information available to the Clients may be less reliable and less detailed than information available in more developed countries, and the Clients’ due diligence reviews may provide less information than reviews conducted in more developed countries. 29  Costs of Complying with Regulations The operations of a Client are subject to material federal, state and local laws, rules and regulations, as well as the laws, rules and regulations of non-U.S. jurisdictions, which could materially adversely affect a Client. Generally, portfolio companies are subject to various laws, ordinances, rules and regulations. Changes in U.S. federal, state and local laws, rules and regulations and non-U.S. laws rules and regulations could negatively impact a Client and its investments. For example, any further increases or changes in the regulations applicable to private investment funds generally, General Partners or the Adviser in particular may result in increased expenses associated with the Clients’ activities and additional resources of the Adviser being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for investors in the Clients or have an adverse effect on the ability of the Clients to effectively achieve their investment objective. Increased reporting, registration and compliance requirements may divert the time and attention of personnel and the Adviser, and may furthermore place the Client at a competitive disadvantage to the extent that the Adviser is required to disclose sensitive business information. There can be no assurance that the foregoing will not have an adverse impact on the Clients or otherwise impede the Clients’ activities. Given that the Clients will have investments globally, they may need to comply with the most onerous regime applicable to it notwithstanding that other jurisdictions may deregulate or have less onerous requirements in place. Merger Control Laws In some cases, investments by the Clients, including the Underlying Funds, may be subject to review and approval under relevant merger control laws in the U.S. (including the Hart-Scott Rodino Act) or other jurisdictions. In the event that the U.S. Department of Justice, the Federal Trade Commission, or any similar agency in other jurisdictions (a “Merger Control Regulator”) reviews one or more of the Clients’ proposed or existing investments, it is possible that the Merger Control Regulator will seek to impose limitations on or prohibit one or more of the Clients’ investments or unwind a transaction. Such limitations or restrictions may prevent the Clients from pursuing certain investments, cause delays with respect to consummating such investments or require the Clients to consummate an investment on terms that are less advantageous than would be the case absent such restrictions. Where the Clients are required to unwind a transaction, in addition to incurring additional legal, administrative and other costs, they may have to dispose of the investment at a price that is less than they would have received had the Adviser, or Underlying Fund, managed to exit the investment at a different time or under different circumstances. Any of these outcomes could adversely affect the Clients’ performance with respect to such investments, and thus the Clients’ performance as a whole. 30  A failure to notify a Merger Control Regulator of a transaction where such notification was required or otherwise advisable based on the substantive competition considerations presented by an investment target may expose the Clients, and/or a portfolio company thereof, to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the Clients’ investments. In addition, increasingly, Merger Control Regulators are actively pursuing transactions that were not notified to them and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. International Security Restrictions External relations, such as the China-U.S. relationship regarding trade, currency exchange, intellectual property protection, etc., could also have implications to capital flow and business operations of the Clients. Recent events have added to uncertainty in such relations, including restrictions imposed by the U.S. government to restrict the ability of U.S. persons to invest in certain Chinese companies deemed to be “Chinese Military-Industrial Complex companies” and the ability of Chinese companies to engage in activities or transactions in the U.S., as well as the passing of the Hong Kong national security law by the National People’s Congress of China (the “National Security Law”) to criminalize certain offenses including subversion of the Chinese government and collusion with foreign entities. The National Security Law subsequently prompted the promulgation in the U.S. of the Hong Kong Autonomy Act and Executive Order 13959 setting forth additional export control law and sanctions. The U.S. has also imposed sanctions on senior Chinese officials and certain employees of Chinese technology companies that it believes have contributed to the Chinese government’s activities in Hong Kong, adding a number of new Chinese companies to the Department of Commerce’s Entity List. The UK also suspended its extradition treaty with Hong Kong and extended its arms embargo on China to Hong Kong. Escalation of China-U.S. tensions resulting from these events and the retaliatory countermeasures that the national and state governments have taken and may take (including U.S. sanctions and anti-sanction laws in China), as well as other economic, social or political unrest in the future, could have a material adverse effect on or could limit the activities of Bain Capital, the Clients, including the Underlying Funds, or their portfolio companies. Item 9. Disciplinary Information No material items exist as of this time. Item 10. Other Financial Industry Activities and Affiliations Related General Partners Boylston Investors, LLC serves as the general partner or sole member, as applicable, 31  of the general partner for the Boylston Funds and Clarendon Funds. Boylston Coinvestors, LLC serves as the general partner for the Coinvest Clients. Boylston Low Correlation Investors, L.P. serves as the general partner of Boylston Low Correlation Investments, L.P., Boylston Real Assets Fund Investors, LLC serves as the general partner of Boylston Real Assets Fund, L.P. and BCES Management, LLC, serves as the general partner for the Clarendon Funds. Affiliated Advisers BCAM has affiliated advisers based in the U.S., each of which focuses primarily on a different area of investment management, although such areas may overlap from time to time (such advisers, together with BCAM, the “U.S. Affiliate Advisers”). Each U.S. Affiliate Adviser is registered as an investment adviser with the SEC. The U.S. Affiliate Advisers currently include, in addition to BCAM: identify attractive - Bain Capital Credit, LP (including its relying adviser subsidiaries based in the U.S.) which uses fundamental credit analysis to investment opportunities and seeks strong risk adjusted returns, primarily in credit products and fixed-income investments; - Bain Capital Crypto, LP, the crypto affiliate of Bain Capital, whose primary objective is investing capital, knowledge and time to enhance protocol or company growth in crypto and blockchain technology sectors; - Bain Capital Double Impact, LP, which focuses on equity investing in impact- or mission- oriented companies and more traditional companies with positive impact products and services; - Bain Capital Insurance Solutions, LP, the insurance affiliate of Bain Capital, which advises private funds focused on investing in insurance companies and subadvises insurance dedicated funds; investing in life science - Bain Capital Life Sciences, LP, which focuses on equity biopharmaceutical, medical device, diagnostics and enabling technology companies; - Bain Capital Partnership Strategies, LP, the capital allocation affiliate of Bain Capital, which focuses on creating strategic partnerships with third-party fund managers, principally in independent return strategies; - Bain Capital Private Equity, LP, which focuses on leveraged buyouts and growth capital in a wide variety of industries; - Bain Capital Public Equity, LP, the public equity affiliate of Bain Capital, whose primary objective is investing in securities of publicly traded companies that offer 32  opportunities to realize substantial long-term capital appreciation; - Bain Capital Real Estate, LP, the real estate affiliate of Bain Capital, whose primary objective is to research and advise on real estate and real estate-related investments; - Bain Capital Special Situations, LP, the capital solutions affiliate of Bain Capital, whose primary investment objective is to invest across all market cycles, combining credit, equity, corporate and real estate expertise to partner where other providers may not; - Bain Capital Tech Opportunities, LP, which focuses on equity investing in technology and technology-enabled companies; - Bain Capital Ventures, LP, the venture capital affiliate of Bain Capital, which focuses on seed through late-stage growth equity investing in software, hardware, information, healthcare, and technology-driven business services companies; - BCPC Advisors, LP, a subsidiary of Bain Capital Credit, LP, which is an investment adviser to business development companies; and - BCSF Advisors, LP, a subsidiary of Bain Capital Credit, LP, which is an investment adviser to business development companies and a sub-adviser to registered investment companies. In addition, Bain Capital Distributors, LLC, is a broker-dealer registered with the SEC and is a member of FINRA. Bain Capital Distributors places securities and instruments issued by certain private investment funds that BCAM and its affiliates manage. In addition to the U.S. Affiliate Advisers, Asset Resurgence Mauritius Manager, Bain Capital (Singapore) Pte. Ltd., Bain Capital (UK) Limited, Bain Capital Advisors (India) Pvt. Ltd., Bain Capital Asset Manager Mauritius, Bain Capital Credit (Asia) Ltd., Bain Capital Credit (Australia) Pty. Ltd., Bain Capital Credit, Ltd., Bain Capital Investments (Europe) Ltd., Bain Capital Investments (Ireland) Ltd., Bain Capital Investments (Luxembourg) Sarl, Bain Capital Private Equity (Asia) Ltd., Bain Capital Private Equity (Europe), LLP, Bain Capital Private Equity (Japan), LLC, and India Resurgence Asset Management Business Pvt. Ltd., affiliates of Bain Capital, are licensed in their applicable jurisdictions with various regulators (together with the U.S. Affiliate Advisers, the “Affiliate Advisers”). The Affiliate Advisers’ investment activities are conducted independently, but the Affiliate Advisers may provide an extensive personal network and access to vertical industry expertise. On occasion, the Funds may also benefit from attractive non- traditional investment opportunities from Affiliate Advisers. Bain Capital has established other non-investment advisory related entities which 33  are affiliates of the Affiliate Advisers. These entities do not provide investment advisory services and have been organized primarily to provide services incidental to the services of the Affiliate Advisers. Conflicts of Interest The discussion below reflects both historical and current practices of BCAM and the Clients and practices vary among the Clients. As a diversified private investment firm, Bain Capital and its affiliates, including BCAM, engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds or accounts and provide investment banking, advisory, management and other services to funds and operating companies. Bain Capital currently has a number of affiliate advisers, including BCAM (the “Affiliate Advisers”), each of which focuses primarily on a different investment strategy, although such investment strategies overlap from time to time. The Boylston Funds and Clarendon Funds advised by BCAM are referred to as the “Partner Investments Clients.” The Coinvest Clients advised by BCAM are referred to as the “Coinvest Clients.” The Partner Investments Clients and the Coinvest Clients are referred to as the “Clients.” The funds and accounts advised by the Affiliate Advisers (including the Clients) are referred to as the “Related Funds.” In the ordinary course of conducting its activities, the interests of a Client or its limited partners will, on occasion, conflict with the interests of BCAM or its affiliates, other Clients or one or more other Related Funds, other Clients or with their respective affiliates. The following is a brief description of some of the key potential conflicts of interest that exist; however, other conflicts are disclosed throughout this document, and current or potential investors should review this document in its entirety. For additional risks and conflicts regarding the Coinvest Clients, refer to the ADV 2 of the Affiliate Adviser for the applicable Related Fund. Dealing with conflicts of interest is complex and difficult and new and different types of conflicts may subsequently arise. While Bain Capital has adopted procedures to address such conflicts, there can be no assurance that these procedures will have their desired effect. There can be no assurance that Bain Capital or the Adviser will be able to resolve all conflicts in a manner that is favorable to the Clients. Resolution of Conflicts Each of BCAM and the other Affiliate Advisers will deal with all conflicts of interest using its best judgment, but in its sole discretion. When conflicts arise among investment funds or accounts advised or managed by BCAM and the other Affiliate 34  Advisers, the participating Affiliate Advisers will represent the interests of the investment funds or accounts they advise. In resolving conflicts, the Affiliate Advisers will generally consider various factors, including the interests of funds and accounts they manage in the context of both the immediate issue at hand and the longer- term course of dealings. From time to time, BCAM and the other Affiliate Advisors will determine to refer certain conflicts of interest to Bain Capital’s Allocation Committee (the “Allocation Committee”), comprised of senior Bain Capital personnel, for review and resolution, particularly in situations where BCAM and the other Affiliate Advisors are unable to resolve such conflicts. Similarly, the Allocation Committee may in its sole discretion determine to review and make determinations regarding certain conflicts of interest. When conflicts arise between a Client and another Client, BCAM will resolve the conflict. In doing so, it will generally consider various factors, including the interests of such Client and the other Client with respect to the immediate issue and/or with respect to the longer-term course of dealing among the Clients. In the case of all conflicts involving a Client, the determination as to which factors are relevant, and the resolution of such conflicts, will be made in the sole discretion of BCAM. While BCAM has procedures in place designed to mitigate conflicts of interest among Clients and other Related Funds, there can be no guarantee that these procedures will be successful. By acquiring an interest, a Client investor acknowledges and represents that it has carefully reviewed this “Conflicts of Interest” section and understands and consents to the existence of potential conflicts of interest including, without limitation, those described in this section and, to the extent permitted by applicable law, to the operation of the Client subject to these conflicts. Sources of Conflicts of Interest There are numerous perceived and actual conflicts of interest among the Client, the Related Funds, the Adviser and the Affiliate Advisers. The conflicts of interest that may be encountered by each Client include those discussed below, although the discussion below does not describe all of the conflicts that may be faced by the Clients. Other conflicts are disclosed throughout this document and this document should be read in its entirety for other conflicts. Dealing with conflicts of interest is complex and difficult, and new and different types of conflicts are likely to subsequently to arise. Adviser Personnel It is expected that personnel of the Adviser responsible for managing a Client will have responsibilities with respect to other Clients and/or Related Funds, including funds and accounts that are raised in the future, as well as the investments of the Clients and/or other Related Funds. Substantial time may be spent by such 35  personnel monitoring the investments of other Clients and/or other Related Funds. Conflicts of interest may arise in allocating time, services, or functions of such personnel. Placement Agents An affiliate of Bain Capital, Bain Capital Distributors, LLC, will act as a placement agent to the Funds. Representatives of Bain Capital Distributors, LLC are employees of the general partner of the Underlying Bain Capital Funds, the Adviser, or its affiliates. Bain Capital Distributors, LLC and its representatives do not provide services to investors or provide investment recommendations. In this regard, the affiliated placement agent does not make any determination regarding whether an investment in any Client is in the best interests of, or suitable for, any investor. Investors should exercise their own judgment and/or consult with a financial professional prior to investing in any Client. To the extent Bain Capital Distributors, LLC offers limited partnership interests in the Underlying Bain Capital Funds, Bain Capital Distributors, LLC’s interests may conflict with the interests of investors inasmuch as Bain Capital Distributors, LLC has an incentive to sell these limited partnership interests, as investments in a Fund generate fees for Bain Capital. This incentive may conflict with the interests of investors. Additional placement agents may also be engaged with respect to the Clients. Conflicts Relating to BCAM and Certain Affiliate Advisers The Affiliate Advisers have existing and potential advisory and other relationships with a significant number of portfolio companies and other clients, and have in the past and may in the future provide financing, services, advice or otherwise deal with third parties whose interests conflict with the interests of a company (or a company directly or indirectly held by a fund) in which a Client has invested, such as competitors, suppliers or customers of a company in which a Client has invested. On occasion, an Affiliate Adviser may recommend or cause such a third party to take actions that are adverse to a Client or companies in which it has invested. BCAM and the other Affiliate Advisers have in the past and may in the future also engage and retain advisers, consultants and similar professionals who are not employees or affiliates of such Affiliate Adviser (notwithstanding that such professionals may be exclusive to such Adviser) and who may, from time to time, receive payments from such Affiliate Adviser or receive payments from or allocations of investment opportunities with respect to, entities, which may include entities in which the Related Funds have interests. These fees will not be shared by the Related Funds or the limited partners of the Related Funds. Valuations The Clients’ investments are valued at estimated fair value as determined in good faith by the General Partners. The exercise of discretion in valuation by the General 36  Partners may give rise to conflicts of interest. Furthermore, the valuation of investments may affect the ability of the Adviser to raise other funds, creating an incentive to determine valuations that are higher than the actual fair value of the investments. In addition, the Adviser may or may not value the investments differently than how the same or similar investments are valued by the general partners of the other Related Funds. Conflicts Relating to the Purchase and Sale of Investments The general partners and personnel of BCAM and its affiliates and certain related persons may invest in the securities in which the Clients invest. Certain prohibitions and procedures regarding personal trading described in Item 11 below were designed to address the inherent conflicts of interest of such investments. Related Funds, including Clients, will invest in assets eligible for purchase by a Client. The investment policies, fee arrangements, investments owned by personnel of BCAM or the other Affiliate Advisers and other circumstances of the Client, may vary from those with respect to other Related Funds. These relationships may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Client. BCAM or one or more members of its professional staff may manage multiple clients, including various Clients. Most of the personnel responsible for managing a Client will have responsibilities with respect to these other clients. Conflicts of interest may arise in allocating time, services, or functions of these personnel. BCAM also reserves the right to make independent decisions regarding recommendations about when any particular Partner Investments Client should purchase and sell investments, and the other Affiliate Advisers reserve similar rights with respect to the Related Funds that they advise. As a result, a Partner Investments Client may be purchasing an investment at a time when another Client is selling the same or a similar investment, or vice versa. A Partner Investments Client may invest in opportunities that another Related Fund has declined, and likewise, such Partner Investments Client may decline to invest in opportunities in which another Related Fund has invested. Conflicts also arise when a Client makes investments in conjunction with an investment being made by another Related Fund, including another Client, or in a transaction in which another Related Fund, including another Client, has already made an investment. In addition, the Coinvest Clients make investments in the Related Funds and alongside the Related Funds in transactions in which such Related Funds are making investments. Investment opportunities have in the past and may in the future be appropriate for a Client and another Related Fund at the same, different, or overlapping levels of an investment’s capital structure. In some instances, when a Client makes an investment in conjunction with an investment being made by another Related Fund, such Client will not retain the right to make 37  independent decisions regarding recommendations about when such Client should dispose of such investments and instead will do so only at the same time that such other Related Fund determines to dispose of such investment or after such disposition. Personnel and related persons of BCAM and the other Affiliate Advisers have made or may make large capital investments in or alongside other Related Funds through the Coinvest Clients, and therefore may have additional conflicting interests in connection with joint investments. Implementation of certain of the investments strategies of the Clients may be dependent, in whole or in part, on information obtained by BCAM from other Affiliate Advisers. Such Affiliate Advisers are not obligated to provide such information to BCAM and may decide not to provide such information to BCAM at any time. There is no assurance that BCAM will receive such information now or in the future. There can be no assurance that the return on a Client’s investments will not be less than the returns obtained by other Related Funds participating in the transaction. Employees and related persons of the Adviser and the other Affiliate Advisers have made or may make large capital investments in or alongside other Related Funds, and therefore will have additional conflicting interests in connection with joint investments. In addition, a conflict will arise in allocating an investment opportunity if the potential investment target could be acquired by another Client or a Related Fund or a portfolio company of another Client or a Related Fund. From time to time, an Affiliate Adviser will come into possession of material, non- public information, and such information will limit the ability of a Client to buy and sell investments. Although Bain Capital currently maintains “ethical walls” which reduce the likelihood that one Affiliate Adviser will be deemed to possess material, non-public information possessed by other Affiliate Advisers, there is no guarantee that Bain Capital will maintain “ethical walls” for the life of a Client. Furthermore, BCAM and the other Affiliate Advisers may agree from time to time to “cross” ethical walls, and Bain Capital will from time to time impose restrictions on transactions involving particular issuers in its sole discretion taking into account all factors it deems relevant in the collective interest of BCAM and the other Affiliate Advisers. In such cases, a Client and the other Related Funds could be restricted in transactions involving a particular issuer. Consequently, the possession of material, non-public information by other Affiliate Advisers will limit the ability of a Client to buy and sell investments. In addition, BCAM may be restricted from using confidential information that it, or another Affiliate Adviser, has for the benefit of a Client. Partner Investment Clients may be limited or restricted in their investment options due to restrictions or conflicts of interest under Bain Capital’s policies (including but not limited to the Code of Ethics policies discussed in Item 11 below) or with commercial business units of Bain Capital, including the interests of the Related Funds. 38  Allocation of Investment Opportunities Among the Clients and other Related Funds In connection with its investment activities, BCAM and its Affiliate Advisers will encounter situations in which they must determine how to allocate investment opportunities among various clients and other persons, including the Clients and the other Related Funds. BCAM has adopted written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. The other Related Funds are generally subject to investment allocation requirements set forth in the instruments under which such Related Fund was established (such as a Related Fund’s governing documents or private placement memorandum), or in side letters. Investments sourced by an Affiliate Adviser that are appropriate for Related Funds advised by such Affiliate Adviser will first be made available to such Related Funds (and the Coinvest Clients, if applicable) and will generally not be offered to the Clients (other than the Coinvest Clients, if applicable) and, if offered, will only be that portion that such Related Fund determines not to take. Additionally, investments sourced by BCAM are obligated, per the Code of Ethics of each Affiliate Adviser, if appropriate, to be first made available to the Related Funds advised by the Affiliate Advisers. From time to time, BCAM and the other Affiliate Advisers may determine to refer certain investment opportunities to the Allocation Committee for review and resolution, particularly in situations where BCAM and the other Affiliate Advisers are unable to resolve conflicts in the allocation of investment opportunities among the Partner Investments Clients, other Related Funds and/or third parties co-investing with Partner Investments Clients. Similarly, the Allocation Committee may in its sole discretion determine to review and make determinations regarding certain allocations of investment opportunities. Allocation of Investment Opportunities Among the Clients Investments Clients. The The Partner Investments Clients are generally subject to investment allocation guidelines (collectively, “Investment Allocation Guidelines”). Investment Allocation Guidelines are set forth in policies developed by BCAM that have been distributed to Partner Investment Allocation Guidelines are implemented by BCAM in its discretion, and opportunities for investments will be allocated between the Boylston Funds and Clarendon Funds in a manner that BCAM believes in its sole discretion to be appropriate given factors it believes to be relevant, which may include, but are not necessarily limited to the following: • Each Client’s and other Related Fund’s investment objectives and investment focus; • Each related Funds’ expected life cycle; • Prospective portfolio company’s geography, nature of its business and scale; 39  • Transaction sourcing (and with respect to an investment opportunity originated by a third-party, the relationship of a Related Fund to such third-party); • Each Client’s and other Related Fund’s liquidity and reserves (including whether a Related Fund is able to commit to invest all capital required to consummate a particular investment opportunity); • Each Client’s and other Related Fund’s diversification (including the actual, relative or potential exposure of a Related Fund to the type of investment opportunity in terms of its existing portfolio); • Lender covenants and other limitations; • Amount of capital available for investment by the applicable Client and other Related Fund, as well as each Fund’s and other Related Fund’s projected future capacity for investment; • Each Client’s targeted rate of return and hold period; • Any “ramp-up” period of a newly established Related Fund; • The size, liquidity and anticipated duration of the prospective portfolio company; • Stage of development of the prospective portfolio company or other investment and anticipated holding period of the prospective portfolio company; • Appropriate leverage levels for the prospective portfolio company; investment concentration parameters • Composition of each Client’s and other Related Fund’s portfolio and each Related Fund’s (including, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metric); • The suitability as a follow-on investment for a current portfolio company of a Client; • The potential availability of future follow-on investments in such prospective portfolio company; • The availability of other suitable investments for each Client; • Risk considerations; • The centrality of an investment to a Related Fund’s strategy; • Cash flow considerations; • Asset class restrictions; Industry and other allocation targets; • • Minimum and maximum investment size requirements; 40  • Tax and accounting implications; • Whether an investment opportunity requires additional consents or authorizations from a Related Fund, investors or third parties; • Legal, contractual or regulatory constraints; and • Any other relevant limitations imposed by or conditions set forth in the applicable offering documents and limited partnership agreements (or analogous organizational documents) of each Client and other Related Fund. The factors above are not listed in order of importance or priority and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Coinvest Clients that invest alongside Related Funds are offered investment opportunities in accordance with the provisions set forth in such Related Fund’s governing documents. Coinvest Clients that invest in Related Funds are generally not offered investment opportunities other than an investment in such Related Fund or other Related Funds. The foregoing methodology for allocation of investment opportunities will likely vary over time and will be on a case-by-case basis. Investment opportunities may be offered to one or several Partner Investments Clients and not others based on the Investment Allocation Guidelines. The other Related Funds, parallel funds, any entities or accounts organized to make co-investments with the Clients in selected transactions because of their size or nature, the General Partners of the Clients, as applicable, and personnel of the Adviser and its affiliates and certain related persons may invest in the securities in which the Clients invest on the basis described in the Funds’ limited partnership agreements (or analogous documents). Related Funds, including Clients, may invest in assets eligible for purchase by a Clients. The investment policies, fee arrangements, investments owned by personnel of the Adviser or the other Affiliate Advisers and other circumstances of the Clients, may vary from those with respect to other Related Funds. These relationships may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Clients. The appropriate allocation among the Partner Investments Clients of expenses incurred in the course of evaluating and making investments often will not be clear, especially where more than one Partner Investments Client participates. When BCAM incurs expenses that were related to more than one Partner Investments Client, they will typically allocate such expenses among the limited partners of the Boylston Funds and Clarendon Funds eligible to reimburse expenses of the 41  applicable nature based on an expense ratio related to the assets under management of such limited partners of the Funds.. Expenses associated with a Boylston Fund or Clarendon Fund will be borne by investors in that Boylston Fund or Clarendon Fund. Expenses allocated to the Partner Investments Clients, such as travel and legal diligence, have in the past and may in the future be borne by Partner Investments Clients at the discretion of Bain Capital. When BCAM and the other Affiliate Advisers incur expenses that were related to more than one Related Fund, they will typically allocate such expenses among all Related Funds eligible to reimburse expenses of the applicable nature. In general, each relevant Affiliate Adviser will participate in the resolution of all such matters using its best judgment, considering all factors it deems relevant, but in its sole discretion. Investments sourced and evaluated by an Affiliate Adviser that are deemed inappropriate and rejected for investment by the applicable Clients have in the past and may in the future be offered to the Affiliate Advisers for investment by the other Related Funds or for Bain Capital personnel. The other Related Funds or Bain Capital personnel will, for some investments, benefit from the evaluation and due diligence undertaken by an Adviser on behalf of the applicable Clients. In such circumstances, the Related Funds and/or Bain Capital personnel that have invested will be allocated the expenses, as determined in good faith by the applicable general partner of a Client, as applicable, incurred by an Adviser and/or the applicable Clients as they relate to such investment. It is possible that Related Funds and/or Affiliate Advisers may benefit from research materials initially procured in the course of evaluating potential investments on behalf of the Clients without agreeing to share expenses with the Clients for such research materials. Insurance Expenses BCAM may cause the Clients to purchase, or share in the expenses incurred by the Adviser or its affiliates in connection with the obtaining and maintaining of insurance policies (including, for example, cyber liability insurance policies, directors and officers insurance and crime/fidelity insurance), including insurance policies covering more than one Related Fund and the activities of Bain Capital generally, that the General Partners consider necessary or appropriate for the conduct of the business of the Clients, including key personnel insurance policies naming the Clients as beneficiaries and insurance policies covering any person individually against all claims and liabilities of every nature arising by reason of being, or holding, having held, or having agreed to hold office as, a partner, officer, member of the advisory board, employee, agent, investment advisor or manager, or independent contractor of the Clients, or being, serving, having served, or having agreed to serve at the request of the Clients as a partner, director, trustee, officer, member, employee, agent or independent contractor of another partnership, limited liability company, corporation, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by any such person in any of the foregoing capacities, including any action taken or omitted that may be 42  determined to constitute negligence, whether or not in the case of insurance the Clients would have the power to indemnify such person against such liability. The Clients’ share (as determined by the General Partners) of fees and expenses incurred in connection with obtaining and maintaining any such insurance policy or policies, including any commissions and premiums and any expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation related to such insurance policies, will be Client expenses. Such shared insurance policies have an overall cap on coverage for all the insured parties thereunder for each policy period. To the extent insurable claims exceed such cap, the Clients may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each insured party for that policy period. Similarly, multiple insured claims may be made during a single policy period and subject to a single overall cap. To the extent insurance proceeds for one such claim are applied towards a cap and the Fund later experiences an insurable claim within the same policy period, the Clients’ receipts from such insurance policy may also be diminished. Principal Transactions Section 206 (3) of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a Client (what is commonly referred to as a “principal transaction”), BCAM must make certain disclosures to the client of the terms of the proposed transaction and obtain the Client’s consent to the transaction. In connection with BCAM’s investment advice provided to Clients, BCAM and its affiliates may engage in principal transactions. BCAM has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 (3) of the Advisers Act be made to the applicable Client(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received.. Investment in a Client by Related Funds and Personnel of Affiliate Advisors information solely for the purpose of making Certain Related Funds and personnel of Affiliate Advisors may invest in a Client as investors. The Adviser may from time to time in its sole discretion provide another Affiliate Advisor and its personnel of any such Related Funds certain information about a Client’s investment portfolio, although it is under no obligation to do so and has the discretion to decide not to provide any such information at any time. As a condition of receiving such information, the Affiliate Advisor must agree that it will investment use such recommendations to such Related Fund with respect to its exposure to certain investment sectors and geographies, and not for the purpose of making any other investment recommendations to such Related Fund or for any other purpose and it must agree not to disclose such information to any other person except to the extent required by the applicable law. Conflicts will arise to the extent the interests of such Related Funds conflict with those of a Client. 43  Other Potential Conflicts of Interest Legal Counsel The Clients and the other Related Funds will generally engage common legal counsel and other advisors to represent all of the Related Funds in a particular transaction, including a transaction in which the Related Funds have conflicting interests because they are investing in different securities of a single portfolio company. In the event of a significant dispute or divergence of interest between one or more Related Funds, such as in a work-out or other distressed situation, separate representation may become desirable, in which case BCAM and the other Affiliate Advisers may hire separate counsel in their sole discretion, and in litigation and other circumstances, separate representation may be required. The law firms engaged to represent the Related Funds often are investors in certain other Related Funds and may also represent one or more portfolio companies or limited partners of the Related Funds. Additionally, BCAM and the other Related Funds and the portfolio companies of the Related Funds may engage other common service providers, including legal counsel and accountants, including a transaction where there may be conflicts of interest (e.g., cross transactions and other affiliate transactions). In such circumstances, there may be a conflict of interest between BCAM, on the one hand, and the Related Funds, on the other hand, in determining whether to engage such service providers, including the possibility that BCAM may favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees or other beneficial arrangements, that it would not receive absent the engagement of such service provider by the Related Funds and/or the portfolio companies. Procurement There may be situations in which is the Advisers are in a position of facilitating or otherwise making available portfolio company services or other third-party group purchase arrangements (each such service or arrangement, a “Transaction Opportunity”) and, as a result, certain portfolio companies of a Client may be counterparties or participants in agreements, transactions or other arrangements with third parties or the portfolio companies of the other Related Funds. Transaction Opportunities may involve favorable procurement terms, including fees, servicing payments, rebates, discounts, or other financial benefits. An Adviser could be eligible to receive favorable terms for its procurement due in part to the involvement of its portfolio companies or such third parties in such Transaction Opportunities, and any discounted amounts will not be subject to offsets against the management fee or otherwise shared with the Relevant Fund. In recommending a Transaction Opportunity, an Adviser has a conflict of interest in maintaining the goodwill between it and the relevant portfolio company or third party and facilitating or otherwise making available Transaction Opportunities of one portfolio company or third party, even though the Transaction Opportunity may not necessarily be the best available for other portfolio companies or third parties. The benefits received 44  by a portfolio company or third party providing a Transaction Opportunity may be greater than those received by another portfolio company receiving such Transaction Opportunity. Diverse Investor Base of Clients and the other Related Funds A Boylston Fund, Clarendon Fund, Coinvest Client and the other Related Funds have tax-exempt, taxable, non-U.S. and other investors, whereas most members of the general partners and other Related Funds are taxable at individual U.S. rates, which may give rise to various conflicts of interest. In particular, potential conflicts with respect to the nature or structuring of investments (including t as to the use of Alternative Investment Vehicles and intermediate corporate entities), may exist among the interests of taxable and tax-exempt investors, and/or among the interests of U.S. and non-U.S. investors For these reasons, among others, decisions have in the past and may in the future be more beneficial for one investor than for another investor, particularly with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Related Fund, BCAM and the Affiliate Advisers will consider the investment and tax objectives of the applicable Related Fund, not the investment, tax, and other objectives of any investor individually. Conflicts of interest between the investors and the Adviser may also arise in connection with decisions made by the Adviser, including with respect to the structuring or disposition of investments and the reporting thereof or withholding with respect thereto. Access to Information Due in part to the fact that potential investors in a Boylston Fund, Clarendon Fund or Coinvest Client (including purchasers of a limited partner’s interests in a secondary transaction) or a co-investment opportunity may ask different questions and request different information, BCAM will provide certain information upon request to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Additionally, an Adviser may establish separate accounts with portfolios significantly similar to those of the Underlying Funds. Conflicts Related to Plan Assets One or more of the Clients and one or more other Related Funds may hold “plan assets” subject to ERISA. With respect to those plan assets, if any, Bain Capital and certain affiliates may be classified as “fiduciaries” under ERISA. ERISA imposes certain general and specific responsibilities and restrictions on fiduciaries with respect to plan assets. As a result, a Client will be restricted from entering into certain transactions if the investment would violate ERISA with respect to a Client or any other Related Fund or will be obligated to take certain actions or refrain from taking certain actions in order to avoid a violation of ERISA with respect to such Client or other Related Fund. 45  Material, Non-Public Information: Trading Restrictions From time to time, the Adviser or another Affiliate Adviser will come into possession of material, non-public information, and such information may limit the ability of the Funds to buy and sell investments. Although the Adviser and the Affiliate Advisers currently maintain “ethical walls” which reduce the likelihood that the Adviser will be deemed to possess material, non-public information possessed by other Affiliate Advisers, there is no guarantee that the Adviser and the Affiliate Advisers will maintain “ethical walls” for the life of a Client, such as circumstances where the members of the Adviser’s advisory boards or similar committees are also personnel of other Affiliate Advisers. The risk that an Adviser or another Affiliate Adviser will come into possession of material, non-public information is increased due to the substantial participation by the personnel of the Adviser and certain Affiliate Advisers on the boards of directors of publicly held companies. Furthermore, the Adviser and the other Affiliate Advisers will agree from time to time to “cross” ethical walls, and Bain Capital will from time to time impose restrictions on transactions involving particular issuers in its discretion taking into account all factors it deems relevant in the collective interest of the Adviser and the other Affiliate Advisers. In such cases, a Client and the other Related Funds could be restricted indefinitely in transactions involving a particular issuer. Consequently, the possession of material, non-public information by other Affiliate Advisers will at times limit the ability of a Client to buy and sell investments. In addition, the Adviser will from time to time be restricted by contract from using confidential information that it, or another Affiliate Adviser, has for the benefit of a Client. Additionally, in rare instances, an investor may receive material non-public information that may limit such investor’s trading activities. Affiliated Broker-Dealer Conflicts of Interest Bain Capital Distributors is a member of the Bain Capital group and is therefore affiliated with BCAM and the Boylston Funds. Furthermore, certain employees of Bain Capital Distributors may also be employees of BCAM. To the extent Bain Capital Distributors offers interests in a Boylston Fund to investors and receives compensation therefor, Bain Capital Distributors relations with such Boylston Fund, and its relations with the Bain Capital group generally, may conflict with the interests of the investors in such Boylston Fund. Different conflicts may exist with respect to investments in different Clients. Please contact the Bain Capital compliance department with any additional questions or concerns. 46  Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics BCAM has adopted a Code of Ethics Policy for its personnel. The policy describes personnel standard of conduct and fiduciary duties and limits personal trading by its personnel and their immediate family/household members in a wide range of securities, including common and preferred stock, debt instruments, securities that are convertible or exchangeable for equity or debt securities, and derivative instruments. Personnel must report every account that they or their immediate family member use for trading securities covered by the policy and, if they directly or indirectly influence or control trading in the account, they must generally pre- clear covered securities transactions and have copies of trade confirmations and periodic account statements sent by their broker to the compliance department. Controlled trading by personnel and their immediate family/household members is prohibited in a wide range of securities that appear on restricted lists and confidential watch list and additional steps are taken to ensure that personnel and their immediate family/household members are not permitted to trade for their personal account in securities selected for the Related Funds and to ensure personnel do not engage in “front-running” of the Related Funds’ investment opportunities. Personnel are required to promptly report any violation of the Code of Ethics policy of which they become aware. Personnel are required to annually certify compliance with the Code of Ethics policy. A detailed summary of the Code of Ethics is available to limited partners and prospective limited partners during the investment due diligence process. A copy may be obtained by contacting the BCAM compliance department. Related Person Investment For further detail regarding circumstances in which BCAM or a related person (a) recommends to clients, or buys or sells for client accounts, securities in which BCAM or a related person has a material financial interest, (b) invests in the same securities that BCAM or a related person recommends to clients, or (c) recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that BCAM or a related person buys or sells the same securities for BCAM’s own (or the related person’s own) account, as well as related conflicts of interest, please see Code of Ethics above. In addition, BCAM’s personnel may buy securities in transactions offered to but rejected by the Related Funds. Such transactions are subject to the policies and procedures set forth in BCAM’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Related Funds. If BCAM personnel have made large capital investments in or 47  alongside the Related Funds, they may have conflicting interests with respect to these investments. For further details regarding these arrangements, as well as related conflicts of interest, please see Item 10 above. Item 12. Brokerage Practices As the Partner Investments Clients’ investments are primarily in Underlying Funds, BCAM anticipates that investments in publicly traded securities will be infrequent occurrences (e.g., distributions of public securities from an Underlying Fund.). Investment in publicly traded securities may occur more regularly among the Coinvest Clients. To meet its fiduciary duties to the Clients, BCAM has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. For each of the Clients, BCAM may have, subject to the direction of such Client’s general partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Client involving a broker-dealer, BCAM will seek “best execution” of the transaction. “Best execution” means obtaining for a Client account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, BCAM takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. To the extent they aggregate orders for purchase and sale, BCAM will aggregate such orders as it deems appropriate and in accordance with each Boylston Fund and Clarendon Fund’s documents and in the best interest of each Boylston Fund, and Clarendon Fund. Item 13. Review of Accounts Oversight and Monitoring The portfolio investments of the Partner Investments Clients are continuously reviewed by a team of investment professionals. The team includes a Partner and other investment professionals of BCAM. The portfolio investments of Coinvest Clients are continuously reviewed and monitored with information provided by the Affiliate Advisers for the applicable Related Funds. 48  Reporting Investors in the Boylston Funds and Clarendon Funds receive regular reporting updates through quarterly letters, investor one-on-one meetings and other materials. Investors in the Coinvest Clients receive regular reporting updates through quarterly reports and other materials. BCAM and the applicable general partner, if any, may from time to time, in their sole discretion, provide additional information upon request relating to such Client to one or more BCAM investors as they deem appropriate. Item 14. Client Referrals and Other Compensation For details regarding economic benefits provided to BCAM by non-clients, including a description of related conflicts of interest, please see Item 10 above. In addition, BCAM and its related persons may, in certain instances, receive discounts on products and services provided by the affiliated advisers’ portfolio companies. Item 15. Custody BCAM has determined that it has custody of certain client assets for purposes of the Advisors Act as BCAM is a related person of the General Partner of each Boylston Fund, Clarendon Fund and Coinvest Client in addition to having custody over other client accounts. It is the policy of BCAM to comply with the Advisers Act requirements in respect of the assets of any such client. To the extent certain Clients’ assets are held by one or more custodial banks, such custodial banks maintaining such Clients’ assets send account statements to an independent representative, who compares the account statement received from the custodial bank to the account statements BCAM delivers to investors. In accordance with SEC guidance, with respect to certain investments in privately offered securities, a specified custodian may hold only documentation relating to or referencing such investments but not the actual investment itself, and/or investments of a client may not be registered in the name of the custodian. Consequently, the custodian may not have control over the disposition of such investments, or the ability to direct delivery of sale proceeds or other distributions from such investments to the custodian. Further, for such investments, the custodian may not have the ability to validate or reconcile ownership of the investment with any third party, including the issuer. Item 16. Investment Discretion BCAM provides investment advisory services to each of the Boylston Funds pursuant to the Advisory Agreements. Investment advice is provided by BCAM directly to Boylston Low Correlation Investments, L.P., and Boylston Real Assets Fund, L.P., subject to the direction and control of the general partner of such Boylston Fund. The governing documents of the Coinvest Clients and/or Related 49  Funds restrict Coinvest Clients to investing on a formulaic basis in or alongside the Related Funds. In particular, when a Coinvest Client coinvests with a Related Fund that is a private equity or venture capital fund, the governing documents of the general partner of the Coinvest Client require such general partner to comply with any agreement with respect to voting or disposing of such coinvestment made by the general partner of the Related Fund. The general partner of the Clarendon Fund will make investment decisions with respect to such investment after such investment is made. Any restrictions on investments in certain types of securities are, for the Boylston Funds, established by the general partner of the applicable Boylston Fund, and are set forth in the documentation received by each limited partner prior to investment in such Boylston Fund. Item 17. Voting Client Securities The Boylston Funds and Clarendon Funds are not able to direct the vote of their general partner. The general partners of the Boylston Funds and Clarendon Funds intend to vote proxies or similar corporate actions either in accordance with management recommendations, or otherwise in the best interests of the Boylston Funds and Clarendon Funds, taking into account such factors as it deems relevant in its sole discretion. BCAM’s proxy voting policy is designed to ensure that if a material conflict of interest is identified in connection with a particular proxy vote, that the vote is not improperly influenced by the conflict. Coinvest Clients are not able to direct the vote of their general partner. In particular, when a Coinvest Client coinvests with a Related Fund that is a private equity or venture capital fund, the governing documents of the general partner of the Coinvest Client require such general partner to comply with any agreement with respect to voting for such coinvestment made by the general partner of the Related Fund. A detailed summary of BCAM’s proxy voting policies and procedures are available to limited partners and prospective limited partners in the Boylston Funds, Clarendon Funds and Coinvest Clients during the investment due diligence process. A copy of the proxy voting policies and procedures may be obtained by contacting BCAM’s compliance department. Existing clients may obtain copies of relevant proxy logs, identifying how proxies were voted in connection with a Boylston Fund, Clarendon Fund or Coinvest Client, and copies of proxy voting policies and procedures upon written request to: Bain Capital Asset Management, LP, 200 Clarendon Street, Boston, MA 02116. Item 18. Financial Information Item 18 is not applicable to BCAM. 50  Item 19. Requirements for State-Registered Advisers Item 19 is not applicable to BCAM. 51