Cynosure Group, LLC

ITEM 1: COVER PAGE Cynosure Partners (A division of The Cynosure Group, LLC) 111 S. Main Street, Suite 2350 Salt Lake City, UT 84111 www.cynosuregroup.com March 31, 2026 This brochure provides information about the qualifications and business practices of Cynosure Partners, a division of The Cynosure Group, LLC. If you have any questions about the contents of this brochure, please contact us at 801-521-3100. 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 The Cynosure Group, LLC also is available on the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov (click on the link “Investment Adviser Search” and then select “Firm” and type in our advisory firm name “The Cynosure Group”). The Cynosure Group, LLC is an investment adviser registered with the SEC (a “registered investment adviser”). This registration does not imply a certain level of skill or training. 1758256818 1  ITEM 2: MATERIAL CHANGES Please see below for a summary of material updates to the brochure since its initial version (November 26, 2025): • updates to Item 4 relating to the Firm’s regulatory assets under management; • updates to Item 5 relating to Fees; and • updates to the risk disclosures in Item 8 and the disclosure in Item 14 relating to client referrals and other compensation. 1758256818 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 ......................................... 10 ITEM 7: TYPES OF CLIENTS ................................................................................................................. 10 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ........................................ 11 ITEM 9: DISCIPLINARY INFORMATION ................................................................................................ 21 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .............................................. 21 ITEM 11: TRADING CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL 22 ITEM 12: BROKERAGE PRACTICES ......................................................................................................... 29 ITEM 13: REVIEW OF ACCOUNTS .......................................................................................................... 29 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ................................................................ 30 ITEM 15: CUSTODY ............................................................................................................................... 30 ITEM 16: INVESTMENT DISCRETION ..................................................................................................... 31 ITEM 17: VOTING CLIENT SECURITIES .................................................................................................. 31 ITEM 18: FINANCIAL INFORMATION ..................................................................................................... 31 1758256818 3  ITEM 4: ADVISORY BUSINESS For purposes of this brochure, ‘Cynosure’ refers to The Cynosure Group, LLC, the SEC-registered investment adviser, and ‘CP’ refers to Cynosure Partners, the relevant business division of Cynosure. General Firm Overview The Cynosure Group, LLC (“Cynosure” or the “Firm”), is a Utah limited liability company formed in 2015 and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Firm’s principal office is located in Salt Lake City, Utah, and it maintains an additional office in New York. Cynosure is principally owned by The Randal Quarles and Hope Eccles Legacy Trust and Spencer P. Eccles and Kristine L. Eccles GST Legacy Trust agreements each owning more than 25%. Cynosure offers advisory services in the following divisions: Cynosure Partners, Cynosure Capital Management, Cynosure Wealth Advisors, Cynosure Strategies, and Cynosure|Checketts Sports Capital Partners, LLC. Cynosure also has a separate investment advisory firm affiliate, Cynosure Portfolio Advisors LLC. As of December 31, 2025, The Cynosure Group, LLC collectively managed approximately $9,847,984,409 in discretionary assets and $144,883,807 in non-discretionary assets under advisement across all five divisions. The following sections of this brochure relate solely to Cynosure Partners. Each other Cynosure division, and related adviser Cynosure Portfolio Advisors LLC, is described in greater detail in their own brochure, which are available online at adviserinfo.sec.gov/firm/summary/281399. Cynosure Partners Assets Under Management As of December 31, 2025, Cynosure Partners (“CP”) managed approximately $3,103,745,772 in discretionary assets. CP primarily provides investment advisory services focusing on a private equity, private credit, hybrid, and fund-of-funds strategies. CP provides such investment advisory services, either directly or through co- and sub-advisory arrangements, to various Cynosure-sponsored pooled investment vehicles (each an “Advisory Client”).1 In providing its services to each Advisory Client, CP and its related persons provide advice with respect to the investment and reinvestment of each Advisory Client’s assets and may assist in coordinating reports to investors. CP manages the assets of each Advisory Client in accordance with the terms of the private placement memorandums, limited partnership agreements, investment advisory agreements, side letters, and other governing documents (“Governing Documents”) applicable to such Advisory Client. CP’s investment advice and authority for the Advisory Client is tailored to the investment objectives of the Advisory Client (i.e., CP does not tailor its advisory services to the individual needs of the Advisory Client’s 1 “Advisory Client” means any fund, pooled investment vehicle for which Cynosure directly or indirectly provides investment advice and/or places trades on a discretionary or nondiscretionary basis. The investors and other persons who invest in Cynosure-sponsored pooled investment vehicles are generally referred to herein as “investors.” Unless otherwise expressly stated herein, the term “Advisory Clients” does not include “investors”. 1758256818 4  investors). These objectives are described in the private placement memorandums, limited partnership agreements, investment advisory agreements, side letters and other Governing Documents of the relevant Advisory Client. Investors in such Advisory Clients generally cannot impose restrictions on investing in certain securities or types of securities. Investors in such Advisory Clients participate in the overall investment program for the Advisory Client and generally cannot be excused from a particular investment except pursuant to the terms of the applicable Governing Documents. CP identifies investment opportunities and participates in the acquisition, management, monitoring, and disposition of investments for each Advisory Client. CP closely analyzes investment opportunities in a wide range of companies, from small-cap growth companies to larger, more mature companies, in industries that have ranged from quick service restaurants to financial technology, and in geographies including North America, Asia, and Europe. Private equity investments take the form of privately negotiated investment instruments, including unregistered equity securities of both U.S. and non-U.S. issuers. Interests in Advisory Client pooled investment vehicles advised by CP are privately offered only to eligible investors pursuant to exemptions available under the United States Securities Act of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. Such Advisory Client pooled investment vehicles, including parallel and co-investment vehicles, are not registered with the SEC as investment companies based on specific exclusions from the United States Investment Company Act of 1940, as amended (the “Investment Company Act”). Typically, interests in Advisory Client investment vehicles are offered to institutional investors, high net worth individuals as well as non-U.S. investors. Additionally, CP, Cynosure, its affiliates, and equity owners, and certain of its respective professionals typically invest in or alongside Advisory Clients. Other qualified individuals who generally are not employees of Cynosure, but who have or had business relationships with Cynosure or industry expertise in the sector in which a particular Advisory Client may be investing (including, without limitation, operating executives, operating advisors, consultants, former employees, senior advisors, and other similar professionals) are also expected to invest in or alongside Advisory Clients. Some of these outside investors and industry experts are current or former executives of portfolio companies in which an Advisory Client investment vehicle will invest. ITEM 5: FEES AND COMPENSATION CP generally receives management fees, incentive fees, carried interest or similar profit allocations from Advisory Clients. These fees are negotiated between CP and the Advisory Client at the time of the Advisory Client’s establishment and are described in the applicable Governing Documents. Advisory Clients frequently also indirectly incur or generate other fees payable to Cynosure, CP and/or their affiliates, depending on the nature of their portfolio activities. In addition, Advisory Clients typically bear certain out- of-pocket expenses incurred by Cynosure, CP, or its affiliates in connection with the services provided to such Advisory Clients. The following sections discuss the most common fees and expenses in more detail. Common Types of Fees – Management Fees and Administration Fees Management Fees Management fees of an Advisory Client are described in the applicable Governing Documents. The annual 1758256818 5  management fee is typically a set percentage of third-party investors’ committed capital during the relevant Advisory Client’s investment period. After such investment period, the fee percentage is typically applied only to the amount of third-party capital remaining in investments that have not yet been exited, although for certain Advisory Clients the fee may instead be based on invested capital, net asset value, asset value or another measure specified in the applicable Governing Documents, and the fee percentage also may be reduced. However, to the extent such reduction in fee is triggered during a management fee period of the applicable Advisory Client, such reduction may not be effective until the first day of the next management fee period. Also, if the fee base changes during a period for which fees have been called in advance, any excess fees paid generally are not returned to the investor. Management fees are generally paid by or on behalf of an Advisory Client by (i) requiring investors in such Advisory Clients to make capital contributions in respect of such fees, or (ii) withholding the amount of such fees from investment proceeds that would otherwise be distributable to the investors of such Advisory Client. Performance-Based Arrangements Distributions to investors in most Advisory Clients are subject to some form of carried interest, incentive distribution, or similar profit allocation for the benefit of CP and affiliates, which are described in such Advisory Client’s Governing Documents. Generally, these profit allocations represent a share of distributions made by an Advisory Client in excess of applicable thresholds, invested capital, preferred returns and/or allocable fees and expenses, as set forth in the relevant Governing Documents. Determinations of whether performance-based profit allocations will be applied will be made each time an investment is realized or on an annual (or more frequent) basis with respect to certain Advisory Clients. For any Advisory Client, performance fees, incentive fees or carried interest allocations may be subject to certain preferred return hurdles, catch-up allocations, and high-water marks. The manner of calculation and application of performance fees, incentive fees or carried interest profit allocations are disclosed in the offering documents and detailed in the Governing Documents of, each Advisory Client. Management fees, incentive fees and carried interest or similar profit allocations are subject to modification, waiver, or reduction in connection with an investment in one or multiple Advisory Clients. Furthermore, CP, Cynosure, its affiliates, and equity owners, and certain of their respective professionals typically invest in or alongside Advisory Clients. Other qualified individuals who generally are not employees of Cynosure, but who have or had business relationships with Cynosure, CP, or industry expertise in the sector in which a particular Advisory Client may be investing (including, without limitation, operating executives, operating advisors, consultants, former employees, senior advisors, and other similar professionals), also invest in or alongside Advisory Clients. Fees assessed or profit allocations on such investments will likely be substantially reduced or, more typically, waived altogether for these investors. Please also see Item 6 for additional disclosures related to performance-based fees. Side/Commitment Letters 1758256818 As described more fully in Item 11, Cynosure and its affiliates may enter into side letter agreements or Investment Management Agreements (also referred to as, “Commitment Letters”) with certain investors in an Advisory Client pooled investment vehicle providing such investors with customized terms, including 6  with respect to economic, reporting, co-investment, governance, tax, regulatory, liquidity or other rights, which could result in preferential treatment for certain investors. Portfolio Company Service Fees CP earns fees and other compensation from prospective and actual portfolio companies, purchasers, sellers, and other parties as compensation for services (collectively, “Service Fees”). These Service Fees can include project, structuring, topping, termination, break-up, directors’, organizational, set-up, syndication, closing, commitment, advisory, consulting, and other similar fees in connection with the purchase, monitoring, or disposition of underlying investments or from unconsummated transactions. In general, the specific legal and/or organizational documents of the relevant Advisory Client, the investment management agreement between Cynosure (or an affiliate) and such Advisory Client or the agreements in respect of the portfolio investments describe the basic fee structure relevant to the investors in such Advisory Client. To the extent provided in such organizational documents or investment management agreement, Cynosure’s management fees from Advisory Clients generally are reduced (offset) by a specified portion of the Service Fees that arise out of such Advisory Client’s investment activities. The amount of any such offset, and the categories of fees subject to offset, may differ among Advisory Clients. The Service Fees can be and often are substantial, and if not fully offset pursuant to organizational documents will be indirectly borne by investors. Certain fees are excluded from the definition of “Service Fees” and not subject to a management fee offset. In addition, Cynosure and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of Advisory Clients that will not be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as Advisory Client expenses typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Cynosure and/or such personnel (and not the Advisory Clients, investors and/or portfolio companies) even though the cost of the underlying service is borne by the Advisory Clients, investors and/or portfolio companies. Other Fees To the extent Cynosure or an affiliate thereof is entitled to receive certain fees from portfolio companies of an Advisory Client, a portion of such Advisory Client’s share of such fees paid to Cynosure or such affiliate typically reduces the management fees otherwise payable to Cynosure. The Governing Documents of each Advisory Client sets forth the basis on which such fees reduce management fees, if at all. Certain of these fees are described below. Acquisition and disposition fees are one-time fees paid to Cynosure or one of its affiliates in connection with an investment or disposition by an Advisory Client. Such fees are generally paid by portfolio companies, but in limited circumstances are paid directly by an Advisory Client. Such fees are common to some, but not all Advisory Clients. CP engages and retains operating executives, operating advisors, consultants, former employees, senior advisors, and other similar professionals, in all cases, who are not employees of Cynosure (“Operating Professionals”). Operating Professionals receive payments from, or allocations with respect to, portfolio companies (as well as from Advisory Clients) for their services (including for serving on a portfolio 1758256818 7  company’s board of directors). In such circumstances, such payments from, or allocations with respect to, portfolio companies and/or Advisory Clients will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Cynosure, be deemed paid to or received by Cynosure (nor will such amounts be deemed paid to or received by affiliates or personnel of Cynosure) and such amounts will not be subject to the management fee offset provisions described in Item 5 (meaning that such compensation received from the portfolio company will be indirectly borne by the Advisory Client without any offset to such Advisory Client’s management fee). To the extent Operating Professionals are engaged through a retainer agreement with Cynosure, Cynosure may elect to bear the expense of base retainer fees, while in other cases, Advisory Clients may bear such fees. These Operating Professionals may have the right or may be offered the ability to co-invest without fees or carry alongside or in Advisory Clients, including in those investments in which they are involved, receive in-kind compensation such as special profits interests, stock or stock options, or otherwise participate in equity plans for management of any such portfolio company (which may have the effect of reducing the amount invested by and returned in respect of an Advisory Client investment). Additionally, and notwithstanding the foregoing, these Operating Professionals may be (or have the preferred right to be) investors alongside or in other Advisory Clients. Operating Professionals are expected to be compensated (including pursuant to retainers and expense reimbursement) by Cynosure, an Advisory Client and/or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. Certain Operating Professionals will be subject to contractual obligations to exclusively provide certain services to Cynosure. CP may have a conflict of interest to the extent that it has an opportunity to earn a fee from an investment held by an Advisory Client. Other than transactions expressly permitted by the governing agreements of the relevant Advisory Client, any fees paid to CP or its affiliates by a portfolio company or an Advisory Client are generally assessed on an arm’s-length basis on terms that CP believes are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party, are generally no less favorable than market terms, or such fees may be subject to approval. Among the measures CP uses to mitigate such conflict is involving outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms. Please also see Item 11 for additional information on how Cynosure addresses certain conflicts of interest. To the extent that an Advisory Client employs a fund-of-funds strategy in which it invests certain of its portfolio in one or more underlying funds and other pooled investment vehicles sponsored or managed by third party advisory firms, the Advisory Client as an investor in such underlying vehicles will indirectly pay its pro rata share of fund-level expenses incurred through each vehicle. These include fees and expenses paid by such vehicle for third-party services such as (but not limited to) management fees; performance fees or special allocations paid to such vehicle’s investment manager; and audit, tax, accounting, legal, custody, administrative and other fees, all as provided in the Governing Documents of such vehicles. Common Types of Expenses Pooled Investment Vehicles – General Expenses Expenses that are typically borne by Advisory Clients (or their respective portfolio companies) generally include certain organizational expenses, set forth in the Governing Documents of each Advisory Client, that are incurred in connection with the formation of the Advisory Client’s pooled investment vehicle and the 1758256818 8  offering of interests in it to potential investors, including but not limited to: legal fees and expenses, including for preparing offering materials and preparing and negotiating the Governing Documents; and other expenses related to formation of the Advisory Client’s pooled investment vehicle. Additionally, and consistent with its Governing Documents, each Advisory Client’s pooled investment vehicle also generally bears all of the expenses relating to its activities, operations, meetings and eventual liquidation, including, without limitation and to the extent provided in the applicable Governing Documents, all out-of-pocket fees, costs and expenses incurred in developing, bidding on, evaluating, negotiating, structuring, obtaining regulatory approvals for, purchasing, trading, settling, monitoring, maintaining custody of, financing, refinancing, servicing, administering, valuing, accounting, monitoring, holding and disposing of actual investments or proposed but unconsummated investments (to the extent not reimbursed by an entity in which the Advisory Client’s pooled investment vehicle has invested or proposes to invest, or other third parties). Additionally, the Governing Documents of each Advisory Client’s pooled investment vehicle generally permit the Advisory Client, subject to certain limitations, to borrow funds to pay the expenses described above. Please also see Item 11 for additional conflicts of interest disclosures related to the allocation of fees and expenses by CP. Broken Deal Expenses Investors in certain Advisory Clients generally are required to bear out-of-pocket costs and expenses incurred in connection with developing, negotiating, and structuring deals or other transactions that are not ultimately completed. Typically, these expenses include (i) legal, accounting, advisory, consulting or other third party expenses (including, without limitation, amounts payable to Operating Professionals and other third parties) in connection with making an investment that is not ultimately consummated, and any related travel and accommodation expenses (whether incurred by third parties or by CP), although, in some cases, CP and its affiliates may be required to bear travel and accommodation expenses, (ii) all fees (including commitment fees), costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment that is not ultimately made (including all fees, costs and expenses incurred in connection with the offering of interests in any Cynosure-affiliated investment vehicle formed for co-investors to participate in an Advisory Client’s proposed investment that is not ultimately made), (iii) any out of pocket fees, costs and expenses paid to an individual or group pursuing a business plan that is not successfully implemented, (iv) any break-up, reverse break-up, topping, termination and other similar fees payable by an Advisory Client in connection with investments that are not ultimately made and (v) any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not ultimately made (in each case, to the extent such investment is not ultimately made by another Advisory Client). Co-investment vehicles (particularly those formed to invest alongside an Advisory Client fund in a single investment) generally will not share in broken deal expenses. Except as otherwise set forth in the Governing Documents of an Advisory Client, investing in an Advisory Client does not give investors any rights, entitlements, or priority to co-investment opportunities. Expenses incurred on an aggregate basis for the benefit of multiple Advisory Client’s pooled investment vehicles are allocated across the participating Advisory Clients’ pooled investment vehicles in a manner CP determines to be reasonable and fair to all parties. The allocation method used may vary depending 1758256818 9  on the relevant facts and circumstances and the applicable Governing Documents. Please also see Item 11 for additional conflicts of interest disclosures related to the allocation of fees and expenses by Cynosure. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Cynosure currently acts as investment adviser to Advisory Clients, and related persons typically act as general partners (or similar managing fiduciaries) with respect to such Advisory Clients. As discussed in Item 5, Cynosure and its affiliates will receive carried interest allocations and management, incentive, and other fees in connection with advisory and other services provided to certain Advisory Clients. Certain investment opportunities also may be pursued alongside or allocated among Advisory Clients and other Cynosure- or affiliate-sponsored vehicles or accounts, including co-investment vehicles, parallel vehicles and, where applicable, separate accounts, which may have different economic or other terms. The relationship of Cynosure to the Advisory Client, the manner of calculation and application of management fees and carried interest profit allocations, incentive fees or other performance-based fees, as applicable, with respect to Cynosure, the affiliated general partner (or similar managing fiduciary) or other affiliates and known or reasonably anticipated conflicts of interest involving Cynosure or its affiliates, are disclosed in the offering documents of the applicable Advisory Client provided to potential investors prior to their investment. In allocating investment opportunities, there could be incentives to favor Advisory Clients or other related vehicles or accounts with higher potential management or performance fees, incentive fees or carried interest allocations over Advisory Clients with lower potential performance fees, incentive fees or carried interest allocations. Additionally, performance fee, incentive fee or carried interest allocations may create an incentive for the general partner (or similar managing fiduciary) of an Advisory Client’s pooled investment vehicle to make riskier or more speculative investments on behalf of an Advisory Client or to dispose of investments sooner than it otherwise would in the absence of this arrangement. To seek to reduce the effect of such incentives, Cynosure and its affiliates have adopted written policies and procedures pursuant to which they seek to allocate investment opportunities that may be appropriate for more than one Advisory Client or other eligible vehicle or account in a fair and equitable manner, bearing in mind, among other things, the size, investment objectives, focus, mandate or policies, applicable governing document provisions, risk tolerance, return targets, projected hold periods, diversification considerations, permissible and preferred asset classes, and liquidity needs of each Advisory Client or account. Please see Item 11 for a further description of Cynosure’s investment opportunities allocation policies. ITEM 7: TYPES OF CLIENTS CP’s Advisory Clients are pooled investment vehicles and are exempt from registration under the Investment Company Act pursuant to Section 3(c)(1) or 3(c)(7) and thus are deemed to be “Private Funds” under the SEC’s classification. Investors in such pooled investment vehicles may include, among others, institutional investors, high-net worth individuals, and families; trusts, estates, or charitable organizations; corporations and businesses, and non-U.S. investors. CP typically requires that each third-party investor in an Advisory Client be an “accredited investor” as 1758256818 10  defined in Regulation D under the Securities Act, and, where applicable, a qualified client as defined under Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and a “qualified purchaser” as defined in the Investment Company Act, in each case as may be specified in the Governing Documents of the applicable pooled investment vehicle. Typically, a minimum investment amount is imposed on third parties investing in the Advisory Client for which Cynosure acts as investment adviser. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies investment committees in their CP uses a range of methods to identify, analyze and assess potential and existing investment opportunities, descriptions of which are included in the applicable Governing Documents. This may include arrangements with affiliated or unaffiliated advisers for the purpose of obtaining analyses that would assist the investment decision-making process. More specific applicable descriptions are provided below regarding the investment strategies and investment processes. As a general matter, analytical methods used by the investment teams can include gain/loss forecast models, cash-flow models, other financial modeling and simulation, risk sensitivity analyses, charting, and fundamental, technical, and cyclical analysis. CP primarily seeks to make significant investments in operating companies, with a focus on private growth equity, private credit, hybrid, and fund-of-funds. In its private growth equity strategy, CP generally seeks to partner with founders and management-owners of growing businesses through minority, control or other flexible investment structures, with an emphasis on alignment, disciplined structuring and limited reliance on leverage. CP may invest in small- to mid-sized businesses that demonstrate attractive growth prospects, meaningful cash flow characteristics, differentiated business models and reinvestment opportunities, and may support such businesses through long-term ownership, strategic initiatives and follow-on investments where appropriate. In private credit and hybrid strategies, CP may invest in or originate loans and other debt or debt-like instruments, including secured or unsecured instruments, asset-backed or other structured credit investments, and other privately negotiated financings. In fund-of-funds strategies, CP may invest in private funds, co-investment vehicles, secondaries and other pooled investment vehicles managed by third-party managers or sponsors. In evaluating a potential portfolio company, CP conducts extensive due diligence to analyze, among other things, the portfolio company’s market, and competitive position within that market; cost and revenue structures; unique assets, such as brand strength, distribution capability and intellectual property; management team and compensation structure; contingent liabilities (environmental, regulatory, accounting or otherwise); potential growth opportunities; and potential exit strategies. In the case of private credit, hybrid and other debt-oriented investments, CP also may evaluate matters such as borrower credit quality, capital structure, collateral coverage, covenant package, cash flow profile, refinancing prospects, sponsor support, enterprise value and recovery scenarios. In the case of fund-of- funds and other investments in pooled vehicles, CP also may evaluate the underlying manager’s strategy, experience, alignment of interests, portfolio construction, liquidity profile, valuation practices and reporting. 1758256818 11  As it relates to fund-of-funds, hybrid strategies, co-investments, manager seeding or other strategic partnerships, CP seeks strategic partnerships, including forming or seeding new investment products with external managers that bring a complementary expertise to Cynosure. Risk of Loss As with any investment strategy, the investment programs developed by CP involve several significant risks. The following is a discussion of some of the primary risks; however, it is not possible to identify all the risks associated with investing, and the particular risks applicable to an Advisory Client will depend on the nature of the investments chosen. An investment in any Advisory Client involves a high degree of risk and is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in such Advisory Client and for which such Advisory Client does not represent a complete investment program. Certain Advisory Clients may invest through multiple layers of vehicles or in underlying funds or managers, which may create additional risks, including limited transparency, reliance on third-party managers, layered fees and expenses, and less control over underlying investment decisions. There can be no assurance that the investment objective or targeted returns of any Advisory Client will be achieved, that any Advisory Client will otherwise be able to successfully carry out its investment program, or that an investor will receive a return of its capital contributed to any Advisory Client. The discussion below enumerates certain, but not all, risk factors that apply generally to an investment in any Advisory Client. In addition, there will be occasions when the general partner of an Advisory Client, Cynosure and/or their respective affiliates encounter potential conflicts of interest in connection with such Advisory Client. Prior to making any investment in an Advisory Client, investors should carefully review the applicable offering documents for a more complete description of the risk factors and conflicts of interest relating to such Advisory Client. No Assurance of Investment Return An investment in an Advisory Client requires a long-term commitment, with no certainty of return. CP cannot provide any assurance whatsoever that it will be able to choose, make and realize investments in any particular company or portfolio of companies for any Advisory Client. There can be no assurance that any Advisory Client will (i) be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of investments in which such Advisory Client participates or (ii) make any distribution to its investors. Furthermore, distributions to such Advisory Client’s investors may be subordinated in the event of a default under any credit facility of such Advisory Client or its related entities. Accordingly, an investment in an Advisory Client should only be considered by persons for whom a speculative, illiquid, and long-term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment. Past activities of investment entities associated with Cynosure, or any Advisory Client provides no assurance of future success. Past performance is not necessarily indicative of future results and all investors should be prepared to lose the value of their investment. There can be no assurance that projected or targeted returns for any Advisory Client will be achieved. Lack of Operating History Each Advisory Client’s pooled investment vehicle will initially be a newly formed entity which has not 1758256818 12  commenced operations and therefore will have no operating history upon which an investor may evaluate its performance. There can be no assurance that any such Advisory Client pooled investment vehicle will be able to implement its investment strategy and investment approach or achieve its investment objective or that an investor will receive a return of its capital. Past performance of investment entities associated with Cynosure is not necessarily indicative of future results and there can be no assurance that an Advisory Client’s pooled investment vehicle will achieve comparable results or that targeted returns will be met. Moreover, each such Advisory Client is subject to all the business risks and uncertainties associated with any new investment vehicle, including the risk that it will not achieve its investment objective and that the value of an interest in such investment vehicle could decline substantially. Accordingly, investors should draw no conclusions from the prior experience of Cynosure, the investment professionals of CP, or the performance of any other Cynosure investments and should not expect to achieve similar returns. General Economic and Market Conditions The success of an Advisory Client’s activities will be affected by the continued economic volatility as well as general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in applicable laws and regulations (including laws relating to taxation of an Advisory Client’s investments), trade barriers, currency exchange controls, and national and international political, environmental and socioeconomic circumstances (including wars, terrorist acts or security operations or public health considerations). Common Risks Associated with Investing in Securities Generally Investments in securities may be subject to a number of risks, including the following: • Current Market Conditions. In recent years, global debt and equity markets have experienced increased volatility and turmoil, which can adversely affect a portfolio. • Liquidity in Financial Markets. The financial markets in the U.S. and elsewhere have experienced a variety of difficulties and changed economic conditions, which could adversely affect the value of a portfolio’s assets. • • Government Intervention and Market Disruptions. The global financial markets have undergone fundamental disruptions that have led to extensive and unprecedented government intervention that could prove detrimental to the efficient functioning of the markets and adversely affect a portfolio. Inflation and Risk of Recession. Inflation and rapid fluctuations in inflation rates have had in the past, and could in the future have, negative effects on the economies and financial markets, which may in turn affect the markets in which an Advisory Client invests. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. Governmental efforts to curb inflation, such as (for example) raising interest rates, often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on an Advisory Client’s investment returns. As a result of the above and other market conditions, it is possible that the growth of U.S. and other regional economies could contract over time leading to a recession in the U.S. and abroad. It is impossible to predict whether a recession will actually occur and, if it does occur, the length and severity of any such recession. If a moderate to severe recession were to occur in the U.S. and in other regional countries for a prolonged period of time, it would be expected to 1758256818 13  adversely affect the markets in which an account or fund operates and could materially and adversely affect the performance of investments and the prospects and returns of a Advisory Client’s portfolio. • Force Majeure Events. There is a risk that a Client’s investments will be impacted by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, such as energy blackouts, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes and telecommunication failures). Certain force majeure events (such as an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries or jurisdictions in which investments are located. Additionally, a major governmental intervention into industry, including but not limited to the nationalization of an industry or the assertion of control over an investment, could result in a loss to a client. Any of the foregoing would therefore adversely affect the performance of an Advisory Client’s investments. Common Risks Associated with Equity Investments Investments in equity securities may be subject to a number of specific risks, including the following: • Equity Securities. Equity securities (stocks) held in a portfolio may decrease in response to activities of companies or market and economic conditions. • Growth Stocks. Growth stocks may be more sensitive to market movements because their prices tend to more heavily reflect future investor expectations rather than just current profits. They may also underperform value stocks during given periods. • Value Stocks. Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time. They may also underperform growth stocks during given periods. • • Small-Capitalization Companies. Small cap stocks may exhibit erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products. Initial Public Offerings. Initial public offerings (IPOs) are subject to high volatility and limited availability. • Private Placements. Private placements may be classified as illiquid and be difficult to value. • Derivative Securities. Derivatives may be difficult to value, may be illiquid and may be subject to wide swings in valuation caused by changes in value of the underlying security. The use of derivatives can result in losses in a portfolio that substantially exceed the initial amount paid or received from the investment. Common Risks Associated with Fixed Income Investments Investments in fixed income securities can expose clients to certain specific risks such as the following: • Credit Risk. Fixed income securities, loans and other credit instruments are subject to the risk that the relevant issuer, borrower or obligor may not be able to meet interest or principal payments when such obligations come due. • Below Investment Grade Rated Securities. Below investment grade bonds are subject to a higher 1758256818 14  • • probability that the issuers may not be able to meet payment of interest or principal on a timely basis or at all. These securities also may be less liquid than investment grade securities and experience higher price volatility. It may not be possible to sell these securities at the desired price and within a given time period. Private credit investments also may include non-rated instruments that involve similar or greater risks. Interest Rates. Interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall. Rising interest rates also may adversely affect borrowers’ ability to service their debt and may increase default risk, while declining rates may increase prepayments and refinancing activity. Income Risk. The income received by a portfolio may decrease as a result of a decline in interest rates. • • Prepayment Risk. There is a risk of prepayment in mortgage- and asset-backed securities. This risk arises when market interest rates are below the interest rates charged on the loans that comprise the securities. Elevated prepayment activity may result in losses in these securities. Prepayments in other credit investments may also reduce expected returns and require reinvestment at lower yields or on less favorable terms. Liquidity Risk. Investments that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active investments. It may not be possible to sell or otherwise dispose of illiquid securities both at the price and within a time period deemed desirable. Securities subject to liquidity risk include emerging market securities, Rule 144A securities, below investment grade securities and other securities without an established market. Many privately originated or negotiated credit investments are especially illiquid and may be difficult to value or realize upon promptly. • Foreign Investments. Foreign investments often involve additional risks, including political instability, differences in financial reporting standards and less stringent regulation of securities markets. • Derivative Securities. Derivatives may be difficult to value, may be illiquid and may be subject to wide swings in valuation caused by changes in value of the underlying security. The use of derivatives can result in losses that substantially exceed the initial amount paid or received. To the extent used, derivatives may also be employed for hedging purposes, including interest rate hedging, and may be ineffective or introduce additional counterparty, operational or basis risk. • Rule 144A Securities. Rule 144A securities are not registered for resale in the general securities market and may be less liquid than registered securities. Common Risks Associated with Alternative Investments Investments in alternative investment strategies (such as private equity, private debt, hedge fund, real asset, and dynamic allocation strategies) can expose clients to certain specific risks associated with the following: • Derivative Securities. Derivatives may be difficult to value, may be illiquid and may be subject to wide swings in valuation caused by changes in value of the underlying security. The use of derivatives can result in losses that substantially exceed the initial amount paid or received. • Short Sales. A short sale involves the risk of a theoretically unlimited increase in the market price 1758256818 15  of a security sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. • High Yield Securities. High yield securities are rated in the lower rating categories by the various credit agencies and are subject to greater risk of loss of principal and interest than higher rated securities. High yield securities generally are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. • Options. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so an investor loses their premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security, which could result in a potentially unlimited loss. • Foreign Securities. Foreign securities are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. • Foreign Currency Markets. Investments in foreign securities expose a portfolio to fluctuations in currency exchange rates, which may adversely affect the value of investments in foreign securities held in a portfolio. • Currency Risks. Investments denominated in a foreign currency are subject to the risk that the • • • value of a particular currency will change in relation to one or more currencies. Interest Rates. Interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall. Leverage. The use of borrowing (leverage) exposes an investor to additional levels of risk including greater losses from investments than would otherwise have been the case without borrowing; margin calls or changes in margin requirements may force premature liquidations of investments; and losses on investments where the investment fails to earn a return that equals or exceeds the cost of the leverage. Lack of Diversification. Alternative investment funds may not generally be as diversified as other investment vehicles. Accordingly, such investments may be subject to more rapid change in value than would be the case if the funds were required to maintain a wide diversification among types of securities, geographical areas, issuers, and industries. • Event-Driven Trading. Event-driven trading involves the risk that the event identified may not occur as anticipated or may not have the anticipated effect, which may result in a negative impact upon the market price of securities held in the portfolio. • Liquidity. A portfolio’s assets may, at any given time, include securities and other financial instruments or obligations that are thinly traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws. The sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value accurately any such investments. Common Risks Associated with Non-U.S. Investments In addition to the risks associated with investing in equity securities described above, investments in non- U.S. securities can expose clients to certain additional risks, including the following: • Foreign Markets. Foreign markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. 1758256818 16  • Foreign Securities. Foreign securities are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. • Foreign Currency Markets. Investments in foreign securities expose a portfolio to fluctuations in currency exchange rates, which may adversely affect the value of investments in foreign securities held in a portfolio. • Emerging Markets. Securities traded in certain emerging markets may be subject to risks due to the inexperience of financial intermediaries, the lack of modern technology, the lack of a sufficient capital base to expand business operations, and the possibility of temporary or permanent termination of trading. Political and economic structures in many emerging markets may be undergoing significant evolution and rapid development, and emerging markets may lack the social, political, and economic stability characteristics of more developed countries. Private Funds, Including Private Equity, Private Credit, Hybrid and Fund-of-Funds Investments An Advisory Client may invest in securities representing limited partnership interests (or their equivalent) in private equity funds, private credit funds, hybrid funds and other pooled investment vehicles, including fund-of-funds, co-investment and secondary vehicles. Such investments are generally subject to the risks with respect to restrictions on transfer or resale, the lack of liquidity to which such investments may be subject and the effect of such illiquidity on valuations, and the loss of certain protections offered under the securities laws to holders of registered securities. In addition, where an Advisory Client invests through or alongside another fund, vehicle or third-party manager, CP generally will have less control over the underlying investments and may depend on the accuracy and completeness of information provided by such manager or sponsor. Such investments also may involve an additional layer of fees and expenses that Advisory Clients will indirectly pay as an investor in such vehicles and such vehicles may have delayed or less detailed reporting. Investments in private equity, private credit, hybrid funds and other pooled investment vehicles are speculative and could subject a client to the risk that the strategy chosen by the fund’s investment manager to achieve the fund’s objective will not be successful. As a limited partner (or its equivalent), the client will have little or no control over the management of a private fund or other pooled investment vehicle in which it is invested or the investment decisions of the fund’s investment manager. Investments in private credit and hybrid strategies may also be exposed to borrower defaults, covenant breaches, restructurings, collateral shortfalls, enforcement limitations, intercreditor disputes and valuation uncertainty, particularly in stressed or illiquid market conditions. Illiquid and Long-term Investments Investment in an Advisory Client’s pooled investment vehicle may require a long-term commitment with no certainty of return of capital. Investments made by Advisory Clients will in general be highly illiquid, and there can be no assurance that an Advisory Client will be able to realize on such investments in a timely manner. Although some investments may generate current income, the return of capital and realization of gain, if any, from some investments will occur only upon the partial or complete disposition or refinancing of such investment. This risk may be heightened for privately negotiated loans, structured credit instruments, distressed assets, and interests in underlying private funds or other pooled investment vehicles. Hedging 1758256818 17  In connection with certain investments, an Advisory Client may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices, and currency exchange rates. While an Advisory Client may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, or currency exchange rates, or the transactional fees associated with such mechanisms may result in a poorer overall performance for such Advisory Client than if it had not entered such hedging transactions. Nature of Fund Investments; Risk of Single Investments The Advisory Client’s pooled investment vehicle can make single investments in companies, which may include under-performing, leveraged, or financially stressed or distressed companies. Such investments will necessarily have significant risks as a result of business, financial or legal uncertainties. There can be no assurance that the nature and magnitude of the various factors that could affect the value of such investments will be evaluated correctly. In addition, certain portfolio companies of the Advisory Client’s pooled investment vehicle investments may be in businesses with little or no operating history. Certain credit investments also may involve borrowers experiencing operational, liquidity or refinancing challenges, and any foreclosure, restructuring, workout or enforcement process may be time-consuming, costly and uncertain. Cybersecurity Breaches, Identity Theft, Privacy Breaches, and Other Threats Cynosure’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. Cynosure has policies and procedures and has implemented various measures to manage the risks related to these events; however, if these systems are compromised, become inoperable for extended periods of time, or cease to function properly, Cynosure may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Cynosure’s operations and result in a failure to maintain security, confidentiality, or privacy of sensitive data, including personal information relating to its clients. Such a failure could harm Cynosure’s reputation or subject it or its affiliates to legal claims or otherwise affect their business and financial performance, potentially resulting in financial loss. Additionally, any failure of Cynosure’s information, technology or security systems could have an adverse impact on its ability to manage the portfolios of clients. Legal or Legislative Risk Legislative changes or court rulings may impact the value of investments or the securities’ claim on the issuer’s assets and finances. Global Trade Policy The trade policies of the U.S. and foreign governments have been changing rapidly, creating uncertainty regarding global free trade and related trade agreements. At this time, it remains unclear what actions the U.S. and other governments may take with respect to existing or new trade agreements, individual companies, industries or countries, tariffs and related matters. New or modified trade policy may have a negative impact on the Firm, its Advisory Clients, service providers to the foregoing, and/or Advisory Client investments, including by virtue of increased costs. the Firm cannot predict how other countries will respond to the U.S. administration’s actions or vice versa. Global trade disruption, significant introductions 1758256818 18  of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Funds and their investments. Public Health Emergencies Any public health emergency, including any outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on an Advisory Client and its investments. The extent of the impact of any public health emergency on the operational and financial performance of an Advisory Client will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of an Advisory Client’s investments as well as the ability to achieve its investment objectives, all of which could result in significant losses to the Advisory Client. In addition, Cynosure may be significantly impacted, or even halted, either temporarily or on a long-term basis, as a result of government quarantine and curfew measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any such entity’s personnel. Health of the Banking Industry The health of the banking industry can affect, among other things, interest rates and the ability to obtain loans or similar financing (as well as the terms of such financings) and in turn could potentially affect the value of Advisory Client investments. Further, to the extent there is a failure of a bank at which Advisory Client assets are maintained, such failure could result in a delay in deploying and using assets in Advisory Client accounts at that bank which could have an impact on the Firm’s ability to engage in recommended transactions for an Advisory Client. Reliance on CP The success of each Advisory Client will depend in part upon the skill and expertise of CP’s investment professionals. There can be no assurance that such professionals will continue to be associated with Cynosure, and a loss of the services of key personnel could impair CP’s ability to provide services to Advisory Clients. Limited Regulatory Oversight Notwithstanding that Cynosure is registered as an investment adviser with the SEC, the Advisory Clients’ pooled investment vehicles are not required and do not intend to register as investment companies under the Investment Company Act and, accordingly, investors in such vehicles are not afforded the protections of the Investment Company Act. Diverse Investor Group Investors in an Advisory Client’s pooled investment vehicle may have conflicting investment, tax, and other interests with respect to their investments. Therefore, conflicts of interest may arise in connection with decisions made by the managing member (or similar managing fiduciary) or investment adviser of such investment vehicle, including with respect to the nature or structuring of investments, that may be more 1758256818 19  beneficial for one investor than for another investor, especially with respect to limited partners’ individual tax situations. Limited Access to Information Investors’ rights to information regarding an Advisory Client’s pooled investment vehicle will be specified, and strictly limited, in the applicable Governing Documents of such Advisory Client. No Market for Interests: Restrictions on Transfers Interests in an Advisory Client’s pooled investment vehicle has not been registered under the Securities Act, or applicable securities laws of any U.S. state or the securities laws of any other jurisdiction and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and any other applicable securities laws or an exemption from such registration is available. There is no public market for the interests in such investment vehicles, and one is not expected to develop. An investor will not be permitted to directly or indirectly assign, sell, pledge, exchange, or transfer any of its interests or any of its rights or obligations with respect to its interests without the prior written consent of the managing member (or similar managing fiduciary) of the Advisory Client in question, which consent may be given or withheld in accordance with the applicable Governing Documents. Risks in Effecting Operating Improvements In some cases, the success of an investment strategy will depend, in part, on the ability to restructure and effect improvements in the operations of a portfolio company. There can be no assurance that CP will be able to successfully identify and implement such restructuring programs and improvements. Investments in Highly Leveraged Companies; Use of Leverage While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a higher degree of risk. Advisory Clients’ investments and portfolio transactions involve varying degrees of leverage, which could magnify the impact of circumstances such as unfavorable market or economic conditions, operating problems, and other changes that affect the relevant portfolio company or its industry, resulting in a more pronounced effect of such circumstances on the profitability or prospects of such companies. Risk of Investments in Less Established Companies From time to time, an Advisory Client may invest all or a portion of its assets in, or a portfolio company of an Advisory Client may acquire, less established companies. Investments in such companies may involve greater risks than are generally associated with investments in more established companies. To the extent there is any public market for the securities held by an Advisory Client, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources and therefore are often more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. Artificial Intelligence and Machine Learning Recent technological advances in artificial intelligence and machine learning technology (collectively, “AI Technology”), including (but not limited to) ChatGPT, Claude and other similar products, pose risks to the Firm or its Advisory Clients. Additional risks stem from the use of AI Technology by third-party service providers, business partners or other counterparties, whether or not such use is known to the Firm or its 1758256818 20  Advisory Clients. The Firm and its Advisory Clients will likely not be able to control the manner in which third-party products are developed or maintained or the manner in which third-party services are provided, even where it has sought contractual protection regarding such use. The use of AI Technology by any of the parties described above could include the input of confidential information, including material non-public information into AI Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party AI Technology applications and users. AI Technology is generally highly reliant on the collection and analysis of large amounts of data, which will inevitably contain a degree of inaccuracy and error, potentially materially so, and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI Technology. Any such inaccuracies or errors could have adverse impacts on, the Firm, its affiliates and their Advisory Clients. AI Technology continues to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. These changes could potentially disrupt, among other things, the business and operations of the Firm, its Advisory Clients and their service providers. In addition, the use of AI Technology may require compliance with legal or regulatory frameworks that are not fully developed or tested, and participants and users may face litigation and regulatory actions related to the use of AI Technology. A person’s ability to use AI Technology could be limited in the future by legal or regulatory developments. Other Special Risks Additional special risks apply to certain private investments, which will be outlined in the applicable Governing Documents of the relevant Advisory Client. ITEM 9: DISCIPLINARY INFORMATION Neither Cynosure or any of its respective professionals have been the subject of any legal or disciplinary matter of an investment-related nature that would be material to an existing or prospective Advisory Client’s evaluation of Cynosure’s advisory business or the integrity of its management. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither Cynosure, nor any of Cynosure’s senior management team is registered as a broker-dealer, or as a registered representative of a broker-dealer, nor is there any present intention to do so. Likewise, neither Cynosure, nor any of Cynosure’s personnel is registered as a futures commission merchant, commodity pool operator, commodity trading advisor or as an associated person of any such entities. Cynosure’s Other Divisions and Advisory Affiliates In addition to CP, Cynosure has additional separate business divisions: • Cynosure Capital Management: Focuses on managing investment portfolios for foundations and endowments. • Cynosure Wealth Advisors: Provides integrated wealth management services for ultra-high net worth individuals. • Cynosure Strategies: Focuses on quantitative advisory services employing a systematic long-short 1758256818 21  strategy. • Cynosure|Checketts Sports Capital Partners, LLC: Provides advisory services that focus on institutional investment in sports and seeking to make targeted investments on behalf of its clients in high-quality sports assets and related companies. This division is a relying adviser of Cynosure and is a joint venture between Cynosure and Checketts Partners Investment Management, LLC (an unaffiliated investment adviser also registered with the SEC). Cynosure Portfolio Advisors LLC, an indirect subsidiary of Cynosure, is another investment adviser registered with the SEC and provides advisory services to retail (non-high net worth) individuals. These other divisions and affiliates may from time to time advise clients or vehicles with investment objectives, investment horizons, liquidity parameters or other interests that differ from, overlap with, or compete with those of CP’s Advisory Clients. As a result, conflicts may arise with respect to the allocation of investment opportunities, the time and attention of personnel, internal resources, and the provision of services among CP’s Advisory Clients and other Cynosure businesses and affiliates. Please also see Item 11. Pooled Investment Vehicles Cynosure has a 50 percent interest in 4C GPS GP I, LLC, which is the general partner of 4C GPS I, LP, 4C GPS II, LP, and 4C GPS III, LP, three private funds that own an interest in GPS Hospitality. The remaining 50 percent interest in 4C GPS GP I, LLC is owned by 4612 Group, LLC, an investment adviser registered with the SEC, CRD # 287619, headquartered in Atlanta, Georgia. Related General Partners/Managing Members Cynosure is under common control with several general partners/managing members of Cynosure- sponsored pooled investment vehicles. Cynosure, either directly or indirectly, enters into investment advisory agreements to provide all investment advisory services regulated by the Advisers Act to certain Cynosure-sponsored pooled investment vehicles. Certain related general partners, managing members or other affiliates may also be involved in the organization, governance, administration, capital raising, structuring or operation of such vehicles, which may present conflicts of interest. Other Activities and Relationships The employees of Cynosure and its affiliates have and are expected from time to time to serve on the boards of directors of portfolio companies of Cynosure-sponsored pooled investment vehicles. Serving in such a capacity may give rise to conflicts to the extent that an employee’s fiduciary duties to a portfolio company as a director may conflict with the interests of an Advisory Client. In addition, personnel of Cynosure and its affiliates may devote time to other business activities, affiliated advisory businesses or affiliated investment vehicles, and are not required to devote all of their business time exclusively to CP or any particular Advisory Client. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT ITEM 11: TRANSACTIONS AND PERSONAL TRADING Code of Ethics 1758256818 22  Cynosure has established and approved a Code of Ethics that sets forth standards of ethical conduct for employees and is designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Advisers Act. Among other things, the Code of Ethics prescribes standards for dealing with clients ethically, addresses conflicts of interest issues, and supplements personal trading and operating procedures, including Cynosure’s Policies and Procedures regarding Material, Non-Public Information, and the prevention of Insider Trading. The Code of Ethics provides guidance in specific areas, including but not limited to, confidentiality of Cynosure information, personal investments, gifts, and entertainment, protection of persons who engage in “whistle blowing” activities from retaliation and personal political activities. This Code of Ethics is available to Advisory Clients, investors or prospective clients or investors by writing to The Cynosure Group, LLC, 111 S. Main Street, Suite 2350, Salt Lake City, UT, 84111, Attn: Investor Relations. Misuse of Nonpublic Information Cynosure and its supervised persons may, from time to time, come into possession of material nonpublic and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Cynosure and its supervised persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, even if such other person is an Advisory Client. Accordingly, should Cynosure or its supervised persons come into possession of material nonpublic or other confidential information with respect to any company, it may be prohibited from communicating such information to, or using such information for the benefit of, its clients, and have no obligation or responsibility to disclose such information to, nor responsibility to use such information for the benefit of, its clients or Cynosure personnel when following policies and procedures designed to comply with law. Cynosure has adopted as a part of the Code a “Policy Statement on Insider Trading” which establishes procedures to prevent the misuse of material nonpublic information by Cynosure’s supervised persons. Among other things, Cynosure maintains a “restricted list” of securities in which Cynosure may not trade because Cynosure or its personnel may be in possession of material non-public information concerning the issuer. In addition, Cynosure requires that all personnel must read, sign, and adhere to Cynosure’s policy on insider trading. Personal Securities Trading Cynosure requires its personnel to comply with the firm’s personal trading policies, including pre- clearance of certain securities transactions and restrictions on investments in initial public offerings and private placements. Personnel whose account activity is not automatically captured in the firm’s compliance system must provide periodic reports of personal securities transactions and holdings to the Chief Compliance Officer (“CCO”) or her designee. These reports are reviewed by the CCO to monitor compliance with Cynosure’s Code of Ethics and personal trading procedures. Principal Transactions Cynosure, as an investment manager, or an affiliate in limited circumstances engages in principal transactions (i.e., transactions in which Cynosure or an affiliate is deemed to be acting for its own account by buying a security or other instrument from, or selling a security or other instrument to, an Advisory 1758256818 23  Client). These transactions introduce a potential conflict of interest between its own interests and those of the Advisory Client. Cynosure has established policies and procedures to comply with the Advisers Act when engaging in principal transactions with Advisory Clients. Additionally, investment guidelines and an Advisory Client’s charter documents may limit principal transactions on a more restrictive basis than the Advisers Act. In general, Cynosure avoids secondary market transactions. Details of any such transaction typically are disclosed in the offering documents of an Advisory Client. In other cases, principal transactions may occur after an Advisory Client has held an initial closing. In those cases and subject to any applicable provisions in the Advisory Client’s Governing Documents as well as applicable law, either the Advisory Client, an advisory committee or similar body (if applicable) or an independent representative of the Advisory Client will receive notice of the transaction and consent will be sought to the transaction prior to Cynosure or an affiliate settling the principal transaction. Notice and Consent Cynosure will notify the Advisory Client itself or a duly appointed, independent representative of the Advisory Client to obtain consent for any principal transaction. Other Notice and Consent Considerations In general, Cynosure will not engage in principal transactions with accounts of a retirement plan subject to ERISA unless approved by Cynosure’s General Counsel, Chief Compliance Officer, and, if necessary, competent ERISA counsel. Cross Transactions CP from time to time allows Advisory Clients to engage in cross transactions, which occur when a transaction is affected directly between two or more of Cynosure’s Advisory Clients. Cross transactions may benefit Advisory Clients because they can avoid certain transaction fees. They also create conflicts of interest because, by not exposing buy and sell transactions to market forces, advisory clients may not receive the benefits of best price, or an adviser might seek to prop up the performance of one advisory client by selling under-performing assets to another advisory client in order, for example, to earn higher fees. Cynosure has established policies and procedures that address permissible cross transactions. Subject to the terms of the Advisory Client’s applicable Governing Documents (which may exclude certain warehoused investments, follow-on investments and other transactions from any applicable consent requirements or otherwise permit such transactions): (i) notice must be provided to each Advisory Client or an independent representative of each such Advisory Client prior to proceeding with the cross transaction; (ii) if an Investor Advisory Committee or similar body of a particular Advisory Client has been established under the Advisory Client’s charter and organizational documents, it must provide consent (generally by majority of the Investor Advisory Committee’s or similar body’s members) prior to engaging in such cross transaction; and (iii) records of such notices and consents must be maintained as part of Cynosure’s books and records. Typically, the applicable Governing Documents for each of the Advisory Clients address permissible cross transactions. 1758256818 24  Financial Interests in Advisory Client Recommendations In addition to management fees payable, incentive fees payable and carried interest allocable to Cynosure and its affiliates, with regards to certain Advisory Clients, Cynosure and its affiliates receive acquisition, monitoring, disposition, and certain other fees with respect to advisory and related services provided in connection with investments by Advisory Clients. Cynosure generally has a conflict of interest to the extent that it has an opportunity to earn such a fee in investments by Advisory Clients. However, Cynosure believes that applicable connection with management fee offset provisions described in Item 5 and the substantial equity commitment by Cynosure and its affiliates in Advisory Clients substantially mitigates this incentive. Any fees paid to Cynosure by a portfolio company, or an Advisory Client are generally assessed on an arm’s-length basis and generally on terms that are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party. Accordingly, the agreements pursuant to which such fees are paid typically are not required to be reviewed by the Investor Advisory Committee or similar body or the investors of the participating Advisory Clients. Cynosure also has established allocation policies and procedures addressing Cynosure’s duties to allocate investment opportunities among Advisory Clients in a fair and equitable manner – please see below for additional information with respect to such policies. Further, Cynosure may recommend the securities or loan instruments of portfolio companies for acquisition by an Advisory Client where Cynosure, its affiliates (including a portfolio company of a different Advisory Client), or a Cynosure professional renders services to, engages in transactions with, or has a business relationship with (i.e., board seat), and receives fees from, the portfolio company. These relationships may influence, or appear to influence, Cynosure’s investment judgment and therefore present additional conflicts of interest. Conflicts of Interest Various potential and actual conflicts of interest may arise between and among CP, its Advisory Clients and each of their affiliates. The following briefly summarizes some of these conflicts but is not intended to be an exhaustive list of all such conflicts. Please also see Items 6, 8 and 12 for additional disclosures related to other potential conflicts of interests that may arise and Cynosure’s efforts to mitigate or address such risks. Investors in an Advisory Client’s pooled investment vehicle should also review the applicable Governing Documents of such vehicle, which may contain additional disclosures related to conflicts of interest that are applicable to that respective vehicle. Allocation of Investments Cynosure has established allocation policies and procedures addressing CP’s duties to allocate investment opportunities among Advisory Clients and, where applicable, other eligible related vehicles or accounts in a fair and equitable manner. The policies seek to provide consistent treatment of such Advisory Clients with similar investment objectives and guidelines to the extent possible, consistent with legal, regulatory, and contractual restrictions. Cynosure’s policies prohibit the allocation of investment opportunities based solely on anticipated compensation or profits to Cynosure or any affiliates or their professionals. Each advisory client typically has its own investment guidelines, governing agreements and geographical and industry focus that must be taken into account when making investment allocation determinations. 1758256818 25  Most investment opportunities that satisfy the investment parameters of a particular Advisory Client will be allocated to that particular Advisory Client. In certain cases, however, an investment opportunity may be appropriate for more than one Advisory Client or other eligible vehicle or account. Any such allocation decisions are initially raised with the investment committee of the relevant Advisory Client that originated the investment opportunity. That particular investment committee, together with the Conflicts Committee, will review the opportunity to determine if an allocation to any other Advisory Client or other eligible vehicle or account may be appropriate in the first instance, taking into account, among other things, whether the investment satisfies each of the relevant Advisory Client’s investment objectives and the Advisory Client’s expected allocation based on its available capital commitments. If an investment opportunity will be allocated (which may include an allocation of 100% of such opportunity to a single Advisory Client), CP will, to the extent practicable, determine in good faith that the allocation is fair and reasonable taking into account the relevant facts and circumstances, including (but not limited to) applicable Governing Document provisions, the sourcing of the opportunity, the nature of the investment mandate, projected returns, risk profile, target hold period, concentration considerations and the relative amounts of capital available for investment. In certain situations, multiple Advisory Clients will invest side-by-side and investment opportunities will be allocated between such Advisory Clients using a formula-based approach. In other situations, participation of multiple Advisory Clients in a single transaction may require consent of the Investor Advisory Committee or similar body or the investors of the participating Advisory Clients. Allocation decisions are periodically reviewed to determine the reasonableness and fairness of the allocation decisions. Final allocation decisions will generally align with the allocation of costs and expenses related to the diligence and structuring of and ongoing supervision of an investment opportunity; however, in certain situations, there may be costs such as diligence costs that are allocated to Advisory Clients that considered an investment opportunity but ultimately decided to not pursue such investment opportunity. Co-Investment Opportunities CP may (but is generally not required to) give investors in an Advisory Client or third parties who are not investors in an Advisory Client the opportunity to co-invest in a particular investment, including where CP determines a portion of the equity required would unreasonably limit diversification of the Advisory Client. Co-investment offers of participation are made in CP’s sole discretion and CP may use any criteria it deems fit when determining which investors to offer such opportunities to, including to investors that are expected to or currently hold significant capital commitments to Advisory Clients. Except as otherwise set forth in the Governing Documents of an Advisory Client, investors in Advisory Clients are not entitled to be offered any co-investment opportunity by virtue of their investment in a particular Advisory Client. To the extent an investment opportunity is rejected by the investment committee of a general partner of an Advisory Client, Cynosure, such general partner, and its affiliates may not be restricted from pursuing such opportunity outside of the Advisory Client’s investment program. In such a circumstance, CP may allocate such an opportunity to another Advisory Client’s pooled investment vehicle and/or managed account or to one or more entities established for the benefit of, or otherwise controlled by, one or more senior executives of Cynosure and/or their family members. Possession of Material, Non-Public Information and other Trading Restrictions 1758256818 26  Cynosure espouses a management philosophy of collaboration and information sharing among investment professionals to create a unified network. Cynosure, its affiliates, and its investment professionals may come into contact with material, non-public information in connection with their activities for Cynosure, or its affiliates. Cynosure has established policies and procedures intended to prevent the abuse of material, non-public information, which includes procedures for, among other things, the use, and maintenance of restricted trading lists. Under no circumstances may an investment professional trade in a security while in possession of material, non-public information about that security for his or her own account, the accounts of certain family members or the account of an Advisory Client. Side Letters Cynosure and its related entities routinely enter into side letter agreements with certain investors in an Advisory Client’s pooled investment vehicle, or establish separate accounts, providing such investors with customized terms, which often results in preferential treatment, with respect to, among other things, the fee structure, including reduced advisory fees or performance-based compensation; the offering of co- investment opportunities; the ability to be excused from certain types of investments; the reporting obligations of the Advisory Client’s pooled investment vehicle; consent rights with respect to certain amendments to documents that govern their rights and obligations and those of the Advisory Client’s pooled investment vehicle; the right to transfer interests in the Advisory Client’s pooled investment vehicle; the right to withdraw from the Advisory Client’s pooled investment vehicle in the event of adverse tax or regulatory events; the right to appoint a representative to the advisory committee or similar body of the Advisory Client’s pooled investment vehicle, if applicable; additional confidentiality protections; the right to disclose certain information to underlying investors or to the public; structuring rights with respect to certain types of investments; or any other terms, whether economic, procedural or otherwise. Such arrangements may create conflicts of interest and may have the effect of advantaging certain investors over others, including with respect to economics, information rights, governance, liquidity and access to investment opportunities. Cynosure also enters into other customized investment management arrangements with certain investors who may participate in investment opportunities alongside Cynosure funds. Valuations of Investments There may be situations in which CP has an incentive to influence the valuation of investments. For example, CP could be motivated to overstate valuation in order to: (i) improve the track record of an Advisory Client, (ii) minimize losses or write-downs that may affect performance-based compensation, or (iii) for certain Advisory Clients, increase fees due to CP, such as a management fee that is calculated as a percentage of the value of the Advisory Client’s assets. Investors typically receive more specific information regarding the valuation procedures applicable to a particular Advisory Client in the offering and applicable Governing Documents for that Advisory Client. CP values securities, loans and other instruments at their fair value in accordance with U.S. generally accepted accounting principles (“GAAP”), including Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC 820”). To facilitate this, CP has adopted a written Valuation Policy and Procedures. If market quotations are readily available, CP generally values securities and other instruments at their market price, with a discount in certain cases of restricted 1758256818 27  securities. Otherwise, securities and other instruments are valued in good faith using methodologies CP believes are appropriate under the circumstances, in accordance with CP’s Valuation Policy, guidance, and templates or the specific valuation procedure outlined in the applicable Governing Documents of the relevant Advisory Client. Valuation determinations involve subjective judgments and may differ materially from the values that would have been used by other market participants or from the prices that may ultimately be realized in a sale, repayment, restructuring or other disposition of an investment. Because valuation may affect reported performance and, for certain Advisory Clients, fees or performance-based compensation, these determinations involve conflicts of interest that may not be resolved in favor of investors. For certain Advisory Clients, including certain private credit or hybrid strategies, CP may also use third- party valuation support or other fund-specific valuation procedures as provided in the applicable Governing Documents. Allocation of Expenses Expenses frequently will be incurred by multiple Advisory Clients. CP allocates aggregate costs among the applicable Advisory Clients (and, in certain cases, among Cynosure and applicable Advisory Clients) in accordance with allocation policies and procedures and, where applicable, the Governing Documents of the relevant Advisory Clients, which are reasonably designed to allocate expenses in a fair and reasonable manner over time among such Advisory Clients. However, expense allocation decisions can involve potential conflicts of interest (e.g., an incentive to favor Advisory Clients that pay higher incentive fees, conflicts relating to different expense arrangements with certain Advisory Clients, side letter or other preferential arrangements, or allocations of certain in-house personnel expenses). Under its current expense allocation policies, Cynosure generally allocates expenses among Advisory Clients utilizing allocation methods including applicable rules set forth in fund governing documents, on a pro rata basis based on committed capital, assets under management, investment cost (and may include available capital), or fair value of investments, number of investors, number of investments, number of funds (or legal entities), fund size, department headcount and compensation, or number of users. Cynosure may, however, use other methods to allocate certain expenses among the Advisory Clients if it deems another method more appropriate based on the relative use of a product or service, the nature or source of the product or service, the relative benefits derived by the Advisory Clients from the product or service, or other relevant factors. Nonetheless, the portion of a common expense that Cynosure allocates to an Advisory Client for a particular product or service may not reflect the relative benefit derived by Advisory Client from that product or service in any particular instance. For example, certain expenses may be allocated across all investment vehicles comprising an Advisory Client regardless of whether each investment vehicle is directly incurring the expense. Cynosure’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by Cynosure in good faith will be final and binding on the Advisory Clients. Despite Cynosure’s good faith judgment to arrive at a fair and reasonable expense allocation methodology, the use of any particular methodology may lead an Advisory Client to bear relatively more expense in certain instances and relatively less in other instances compared to what an Advisory Client would have borne if a different methodology had been used. However, Cynosure seeks to make allocations 1758256818 28  that are equitable on an overall basis in its good faith judgment. Compensation from Certain Board Memberships From time to time, Cynosure employees are expected in the future to be asked to serve on the boards of directors of companies in which an Advisory Client has fully exited its ownership interest. Such companies are not portfolio companies and therefore, to the extent the Cynosure employee is offered standard board compensation for his or her services post-exit, such standard board compensation is not subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. From time to time, former Cynosure employees have been, and are expected in the future to be, asked to serve on the boards of directors of companies in which an Advisory Client continues to have an ownership interest. To the extent the former Cynosure employee is offered standard board compensation for his or her services, depending on the facts and circumstances, including the duration of the separation from Cynosure, such standard board compensation is not expected to be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. Other Potential Conflicts The legal and/or organizational documents of an Advisory Client, the Investment Management Agreement between Cynosure (or an affiliate) and the Advisory Client or the agreements in respect of the portfolio investments establish complex arrangements among the parties, including between investors and Advisory Clients. Questions may arise from time to time under these agreements regarding the parties’ rights and obligations in certain situations, many of which may not have been contemplated at the time of the agreements’ drafting and execution. In these instances, the operative provisions of the agreements, if any, may be broad, general, ambiguous, or conflicting, and may permit more than one reasonable interpretation. At times there may not be a provision directly applicable to the situation. While Cynosure will construe the relevant agreements in good faith and in a manner consistent with its legal obligations, the interpretations adopted may not be, and need not be, the interpretations that are the most favorable to an Advisory Client. Cynosure has established a Conflicts Committee with the explicit purpose of reviewing, and where applicable mitigating, resolving or making recommendations with respect to, conflicts impacting Cynosure’s investors and the firm itself. ITEM 12: BROKERAGE PRACTICES CP has discretion to select brokers, dealers and other counterparties to effect transactions in securities and other instruments for Advisory Clients. Given the strategies employed on behalf of the pooled investment vehicles, CP may not utilize traditional brokerage arrangements for all such transactions and, depending on the nature of the investment, may instead transact with banks, lenders, dealers, placement agents, administrative agents, counterparties or other intermediaries. Where brokers, dealers or other intermediaries are used, CP seeks to obtain execution and overall terms that it believes are reasonable under the circumstances and in the best interests of the relevant Advisory Client. ITEM 13: REVIEW OF ACCOUNTS 1758256818 29  The portfolio investments of certain Advisory Clients are regularly reviewed by a team of investment professionals. Depending on the Advisory Client, the team generally includes principal executive officers of Cynosure, Managing Directors, and other investment professionals. These professionals monitor operations, overall performance, financial performance, and strategic direction of each portfolio company owned by the Advisory Clients. Reports to Advisory Clients and Investors Investors in an Advisory Client’s pooled investment vehicle typically receives quarterly reports and audited annual financial reports. Investors have the ability to access these reports via a password-protected website. Depending on the particular Advisory Client, investors may receive monthly reports or letters, quarterly financial and capital account statements. Certain investors are expected to have the right to obtain information relating to an Advisory Client. Accordingly, such investors may possess information regarding the business and affairs of an Advisory Client that may not be known to other investors. As a result, certain investors will be able to take actions on the basis of such information which, in the absence of such information, other investors do not take. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION As described in more detail in Item 5 – “Fees and Compensation”, in addition to management fees payable and carried interest allocable to Cynosure and its affiliates, Cynosure and its affiliates are expected to receive acquisition, monitoring, disposition and certain fees with respect to advisory and related services provided in connection with investments by Advisory Clients. Cynosure does, on occasion, enter into cash compensation arrangements with unaffiliated placement agents or third parties for introducing investors to make a potential investment in an Advisory Client. Any fees associated therewith will, in most cases (unless otherwise providing in an Advisory Client’s Governing Documents), ultimately be payable by Cynosure or its affiliates, either directly or through an offset of the management fee payable by the relevant Advisory Client. In accordance with Cynosure’s policies, no investor will bear any portion of any fee paid to any third-party promoter (formerly solicitor) with respect to such investment (whether in the form of higher management fees or other types of fees) without the consent of Cynosure’s Head of Investor Relations. ITEM 15: CUSTODY Although the underlying assets of its Advisory Clients are typically maintained by third-party custodians, Cynosure may be deemed to have custody of client assets under Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Custody Rule”), Cynosure generally intends to comply with the Custody Rule for its pooled investment vehicle Advisory Clients by relying on the pooled investment vehicle annual audit exception, pursuant to which each such Advisory Client is subject to an annual audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and audited financial statements are distributed to investors within 120 days of the end of the Advisory Client’s fiscal year (or 180 days, in the case of a fund of funds). To the extent an Advisory Client is not eligible to rely on the pooled investment vehicle annual audit exception, 1758256818 30  Cynosure will seek to comply with the Custody Rule through another available means, which may include a surprise examination where applicable. Investors should carefully review account statements, capital account statements, audited financial statements and other reports they receive from the applicable Advisory Client, its custodian, administrator or other service providers. ITEM 16: INVESTMENT DISCRETION CP provides investment advice to its Advisory Clients on a discretionary basis. Generally, this discretion is subject only to the investment guidelines set forth in the applicable Governing Documents of an Advisory Client. Such governing agreements generally expressly provide that the applicable general partner (or similar managing fiduciary) has the authority to make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of investments. ITEM 17: VOTING CLIENT SECURITIES CP has, or will accept, authority to vote public company securities and other debt instruments (e.g., loans) held by an Advisory Client and has adopted policies and procedures (the “Proxy Voting Policies and Procedures”) that it believes are reasonably designed to comply with the requirements of the Advisers Act. The Proxy Voting Policies and Procedures reflect Cynosure’s commitment to vote such instruments in a manner consistent with the best interests of the Advisory Clients. Public company proxy voting is generally not expected to be a significant part of CP’s services. However, in connection with private credit, hybrid and other privately negotiated investments, CP may exercise consents, waivers, amendments, restructurings or other similar rights with respect to loans and other instruments when CP has such authority, in each case in accordance with the applicable Governing Documents and related Proxy Voting Policies and Procedures. Proxy voting reports, identifying how proxies were voted where Cynosure has been delegated proxy voting authority, and Cynosure’s Proxy Voting Policies and Procedures are available upon written request to The Cynosure Group, LLC, 111 S. Main Street, Suite 2350, Salt Lake City, UT, 84111, Attn: Investor Relations. ITEM 18: FINANCIAL INFORMATION Not applicable. 1758256818 31