CYNOSURE GROUP, LLC

ITEM 1: COVER PAGE Cynosure|Checketts Sports Capital Partners, LLC (A relying adviser of The Cynosure Group, LLC) 111 S. Main Street, Suite 2350 Salt Lake City, UT 84111 www.cynosurecheckettssportcapital.com November 26, 2025 This brochure provides information about the qualifications and business practices of Cynosure|Checketts Sports Capital Partners, 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 Cynosure|Checketts Sports Capital Partners, 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 the advisory firm name “Cynosure|Checketts Sports Capital Partners, LLC”). 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. 1  ITEM 2: MATERIAL CHANGES Not applicable (as this is the initial brochure for the Cynosure|Checketts Sports Capital Partners business). 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 .................................................7 ITEM 7: TYPES OF CLIENTS .........................................................................................................................8 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS......................................8 ITEM 9: DISCIPLINARY INFORMATION .................................................................................................... 18 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .................................................. 18 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 19 ITEM 12: BROKERAGE PRACTICES ............................................................................................................. 26 ITEM 13: REVIEW OF ACCOUNTS .............................................................................................................. 26 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION .................................................................... 27 ITEM 15: CUSTODY ................................................................................................................................... 27 ITEM 16: INVESTMENT DISCRETION ......................................................................................................... 27 ITEM 17: VOTING CLIENT SECURITIES ...................................................................................................... 27 ITEM 18: FINANCIAL INFORMATION......................................................................................................... 28 3  ITEM 4: ADVISORY BUSINESS General Firm Overview Cynosure|Checketts Sports Capital Partners, LLC (“the “Firm”), is a limited liability company formed in 2025 and is a relying adviser of The Cynosure Group, LLC (“Cynosure”), an investment adviser registered with the SEC 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. The Firm is a 50/50 joint venture between Cynosure Sports Capital, LLC, a subsidiary of Cynosure, and Checketts Sports Capital, LLC, a subsidiary of Checketts Partners Investment Management, LLC (“CPIM”). Cynosure is principally owned by The Randal Quarles and Hope Eccles Legacy Trust and Spencer P. Eccles and Kristine L. Eccles GST Legacy Trust, with each owning more than 25%. CPIM’s principal owner is David Checketts. As of the date of this filing, the relying adviser does not report any regulatory assets under management. The adviser’s initial fund is expected to commence operations following this filing. As of September 30, 2025, Cynosure collectively managed approximately $9,002,7073,549 in discretionary assets. The following sections of this brochure relate solely to the Firm. Information with respect to each other Cynosure division is described in greater detail in their own Brochure, which are available online at adviserinfo.sec.gov/firm/summary/281399. Business of the Firm The Firm primarily provides investment 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. The Firm provides such investment advisory services to Firm-sponsored pooled investment vehicles (each an “Advisory Client”).1 In providing its services to each Advisory Client, the Firm 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. The Firm 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. The Firm does not tailor its advisory services to the individual needs of investors in its Advisory Client investment vehicles; the Firm’s investment advice and authority for the Advisory Client is tailored to the investment objectives of that Advisory Client. 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 1 “Advisory Client” means any fund, pooled investment vehicle for which the Firm directly or indirectly provides investment advice and/or places trades on a discretionary or nondiscretionary basis. The investors and other persons who invest in Firm-sponsored pooled investment vehicles are generally referred to herein as “investors.” Unless otherwise expressly stated herein, the term “Advisory Clients” does not include “investors”. 4  Documents. Interests in Advisory Client pooled investment vehicles advised by the Firm 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 “1940 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, the Firm, 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 The Firm generally receives management fees, incentive fees, carried interest or similar profit allocations from Advisory Clients. These fees are negotiated between the Firm and the Advisory Client at the time of the Advisory Client’s establishment. Advisory Clients frequently also indirectly incur or generate other fees payable to Cynosure, depending on the nature of their portfolio activities. In addition, Advisory Clients typically bear certain out-of-pocket expenses incurred by the Firm, Cynosure, 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 their relevant Governing Documents. The annual 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, 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. 5  Performance-Based Arrangements Distributions to investors in Advisory Clients are subject to some form of carried interest or similar profit allocation for the benefit of the Firm 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 more than the relevant investors’ invested capital, and allocable fees and expenses. 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 for, and detailed in the governing agreements 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, the Firm, 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 the Firm, Cynosure, its affiliates, 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 as is more typical, waived altogether for these investors. Please also see Item 6 for additional disclosures related to performance-based fees. Side/Commitment Letters 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, which could result in preferential treatment for certain investors. 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 that are incurred in connection with the formation of the Advisory Client’s pooled investment vehicle and the 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 6  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, accounting, monitoring, holding and disposing of actual 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 the Firm. Broken Deal Expenses Certain Advisory Clients (and, indirectly, their investors) generally are required to bear out-of-pocket costs and expenses incurred in connection with developing, negotiating, and structuring deals 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 the Firm), although, in some cases, the Firm 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/Firm-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 are 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. 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 the Firm determines to be reasonable and fair to all parties. Please also see Item 11 for additional conflicts of interest disclosures related to the allocation of fees and expenses by the Firm and Cynosure. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT The Firm 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, the Firm 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. The relationship of the Firm, the manner of calculation and application of management fees and carried 7  interest profit allocations, incentive fees or other performance-based fees, as applicable, with respect to the Firm, the affiliated general partner (or similar managing fiduciary) or other affiliates and known or reasonably anticipated conflicts of interest involving the Firm 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 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 than would be the case in the absence of this arrangement. To seek to reduce the effect of such incentives, Cynosure and its affiliates (which includes the Firm) 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 in a fair and equitable manner, bearing in mind, among other things, the size, investment objectives, focus, mandate or policies, risk tolerance, return targets, projected hold periods, diversification considerations, permissible and preferred asset classes, and liquidity needs of each Advisory Client. Please see Item 11 for a further description of Cynosure’s investment opportunities allocation policies. ITEM 7: TYPES OF CLIENTS The Firm’s Advisory Clients are pooled investment vehicles (or “PIVs”). The PIVs themselves are exempt from registration under the Investment Company Act of 1940 (“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, high-net worth individuals, and families; trusts, estates, or charitable organizations; corporations and businesses. The Firm typically requires that each third-party investor in an Advisory Client be a “accredited investor” as defined in Regulation D under the Securities Act, qualified clients as defined under the Advisers Act and a “qualified purchaser” as defined in the Company Act but will 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 the Firm acts as investment adviser. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies As noted in Item 4, the Firm primarily provides investment advisory services to its clients 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. The Firm intends to pursue a disciplined, value-oriented strategy for its Advisory Clients focused on acquiring and growing high quality assets across multiple segments of the sports industry, including professional and collegiate sports teams, clubs and franchises 8  (“Teams”), sports leagues and governing bodies (“Leagues”), stadiums, arenas, and other sports facilities (“Facilities”), sports technology and innovation companies, media rights and broadcasting ventures and other sports-related assets. Any investment made by an Advisory Client in a Team or League will be subject to both (a) the applicable governing documents, rules, regulations, memoranda, resolutions, directives, declarations, requirements, objectives and policies of the Teams and Leagues and (b) any written agreement between the Fund, the General Partner or the Management Company and the applicable Team or League (collectively, the “League Rules”). Investments made by the Fund in Facilities may be subject to League Rules and written agreements between the Fund, the General Partner or the Management Company and the municipalities or other political or geographic sub-divisions in which such Facilities are located or the rules, laws, regulations or ordinances established by such municipalities or sub-divisions. The Firm 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. 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. In evaluating a potential investment, the Firm conducts extensive due diligence to analyze, among other things, the potential investment’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. Risk of Loss As with any investment strategy, the investment programs developed by the Firm 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. 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, the Firm 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 9  such Advisory Client. No Assurance of Investment Return An investment in an Advisory Client requires a long-term commitment, with no certainty of return. The Firm 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 the Firm, 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. Risks Related to Investments in the Sports Industry An Advisory Client’s investments will be subject to the risks associated with the professional sports industry, which is highly competitive and subject to rapidly evolving consumer preferences. The value and financial performance of professional sports teams and leagues may be significantly affected by factors such as league-wide economic conditions, changes in league rules or revenue-sharing arrangements, team performance, player injuries, management decisions, and fluctuations in fan engagement and sponsorship revenues. Negative events—such as poor team or player performance, the loss of key players, coaches or executive or other personnel, or scandals involving such persons— can materially reduce the team’s value and revenue streams. Additionally, sports franchises are subject to league governance and team rules and policies, which may impose restrictions or require approvals for certain actions, potentially limiting an Advisory Client’s ability to influence key decisions or realize liquidity from its investments. These rules may impose significant conditions and limitations on an Advisory Client’s investments, including requirements for league approval of certain actions and ongoing compliance with league and team policies, which may change over time. League and team rules may impact the activities of an Advisory Client’s investors, including restrictions on tampering with opposing team players, salary cap circumvention, sports betting and other limitations. Non-compliance with these requirements could result in significant penalties. An Advisory Client will have little or no ability to challenge or influence league decisions, and an Advisory Client’s ability to influence team rules and policies may also be limited. An Advisory Client’s investments will also be exposed to operational and regulatory risks arising from league collective bargaining agreements and the broader regulatory environment. Labor disputes, such as lockouts or strikes, can disrupt league operations, reduce revenues, and negatively impact the value of the team. There is also a limited market for ownership interests in sports teams and leagues, which may make it difficult to sell or otherwise monetize an Advisory Client’s investments on favorable terms or within a 10  desired timeframe. As a result, prospective investors should be aware that an Advisory Client’s investments may be illiquid, subject to significant volatility, and exposed to risks that are distinct from those associated with other private investments. Media Rights Media rights sales constitute a significant portion of the revenue stream for the Leagues and Teams in which an Advisory Client may invest. Media rights contracts are often negotiated at the League level, meaning an individual Team may not be a direct party to the sale, lack contractual privity with the purchaser, or be involved in the negotiations relating to such media rights contract. Consequently, the terms and conditions of such media rights sales may be beyond the Team’s control and there can be no assurances that the current commercial arrangements will continue or that the terms of any future media rights sales will be favorable to a Team in which an Advisory Client may invest. Moreover, such media rights markets and revenues could plateau or decline for various reasons, including, but not limited to, the financial health and viability of traditional media outlets, a decline in the popularity of a particular sport or League, or broader trends within the entertainment industry, regardless of the on-field success of the Teams. Any decline in revenues from media rights sales will have a material negative effect on an Advisory Client’s Investment in a Team and, indirectly, on the Fund’s performance. Certain contracts regarding local media rights may be negotiated at the Team level. Since the Firm expects to pursue minority investments in Teams for Advisory Clients, it must rely on the Team’s management to negotiate favorable terms in such contracts. Failure to secure a profitable media contract could negatively impact the Team’s value and, consequently, an Advisory Client’s performance. Non-Team Sports Investment Assets An Advisory Client may invest in assets other than Teams and Leagues, including, but not limited to, licensing or media rights, leasing land related to sports or entertainment venues, broadcasting technologies, social media platforms, merchandising and real estate (particularly stadiums or venues for live sporting and other entertainment events) (any such assets, the “Non-Team Assets”). An Advisory Client may be required to make its Investment in a Team through a holding company that owns both the Team and other Non-Team Assets. The performance of Non-Team Assets can be impacted by factors and conditions unrelated to the Team and its performance. For example, a downturn in the real estate market would likely decrease the value of any real estate Non-Team Assets. The underperformance or loss (e.g., a sale of the relevant Team’s stadium) of one or several Non-Team Assets would likely have a negative effect on the overall value of the Fund’s Investment in the relevant Team and, consequently, on the Fund’s performance. Additionally, Non-Team Assets can expose an Advisory Client to risks not traditionally associated with sports or sports-related investments. Sports properties may require significant capital expenditures for stadium construction, renovations, or technological upgrades, exposing the Fund to construction delays, cost overruns, financing risks, and long-term lease or debt obligations that may not be recoverable if anticipated attendance, sponsorship, or media revenues fail to materialize. Disputes or negative publicity related to stadium ownership, financing, renovations or other similar concerns could adversely affect the relevant Team and its valuation. For example, if a stadium construction or renovation is wholly or partly financed by state and/or local government—and thus, indirectly, by taxpayers—such financing arrangements may be the target of significant public criticism and push-back. This could lead to delays or even cancellation of the relevant construction or renovation plans and also have a trickle-down 11  effect on game attendance, merchandise sales and other revenue streams of a Team. Moreover, in circumstances where a Team is only a partial owner of its stadium, or where a stadium is owned entirely by a third party, such third parties (which can include municipalities) can interfere with the continued operation and management of the stadium to the detriment of the Team. Relatedly, any changes or improvements to an existing stadium, or the construction of a new stadium, may require municipal approvals. These approvals may delay or entirely prevent completion of any such projects, potentially having a negative impact on the value of the relevant stadium, which will also adversely impact the relevant Team and, indirectly, an Advisory Client. Dependence on Intellectual Property Companies operating in the sports, media and entertainment sector depend heavily on trademarks, copyrights and related intellectual property—particularly their brands, logos and broadcast footage—to preserve revenue streams and enterprise value. Determining the validity, scope and enforceability of these rights in any given jurisdiction can be legally and factually complex, and such rights are increasingly threatened by counterfeiting, piracy and illicit online streaming. Rapid technological advances, lower-cost devices, greater broadband penetration and faster mobile data transmission have made unauthorized digital distribution of televised sporting content easier and enforcement more difficult. If a portfolio company cannot curtail widespread infringement, it may suffer significant revenue losses and diminished value of its broadcast rights, which could materially and adversely affect its business, financial condition and results of operations and, consequently, have a material adverse effect on the Advisory Client’s investments. Lack of Operating History Each Advisory Client’s pooled investment vehicle will initially be a newly formed entity which has not 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 the Firm 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 the Firm, the investment professionals of the Firm, or the performance of any other Firm 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). 12  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. Minority Investing An Advisory Client’s Investments will include minority, non-control investments. Minority investing carries certain risks. Not having a controlling interest may compromise the ability to implement value creation initiatives, control or otherwise impact the structure, terms and timing of future liquidity events or to influence other events that may adversely affect an Advisory Client’s investment. In addition, while an Advisory Client will seek to have a board seat, observer rights and other minority protections in its Investments, it may have limited ability to obtain or retain such positions and exercise such protections and may have limited ability to influence the portfolio companies’ management teams. As a minority investor, an Advisory Client may also be subject to the decisions of controlling investors, boards of directors, or management teams whose interests may not align with those of an Advisory Client. A minority or non-controlling interest may be especially disadvantageous in situations where a portfolio company faces distress, as an Advisory Client’s ability to influence restructuring and recapitalization events may be limited. Control Positions An Advisory Client may take control positions in portfolio companies as part of its strategy. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management and employees, violation of laws and other potential liabilities. If an Advisory Client experiences control liability with respect to an Investment, it could materially and adversely affect the returns with respect to such Investment and an Advisory Client’s overall returns. Syndications and Joint Ventures investments, including An Advisory Client may invest in portfolio companies alongside third parties through consortiums of private equity investors, joint ventures, or other similar arrangements. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial, legal, or regulatory difficulties, resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Fund or may be in a position to take (or block) action in a manner contrary to an Advisory Client’s investment objectives. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such incentive compensation arrangements. In such circumstances, the joint venture partners could provide services similar to those provided by the Firm and its affiliates to an Advisory Client, but the compensation or fees paid to the joint venture partners would not reduce or offset the management fee payable to the Firm and its affiliates, which may create a conflict of interest, particularly if a joint venture partner is related to the Firm or its affiliates. 13  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. 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. • 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, 14  • 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. Hedging 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 may 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. Cybersecurity Breaches, Identity Theft, Privacy Breaches, and Other Threats Cynosure’s information and technology systems may be vulnerable to damage or interruption from infiltration by computer viruses, network failures, computer and telecommunication failures, 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. 15  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. Trade Policy, Political and Other Governmental Developments Some political leaders around the world (including in the U.S. and certain European nations) have been elected on protectionist platforms, fueling doubts about the future of global free trade. The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. In addition, the U.S. government has recently imposed or threatened tariffs on certain foreign goods and has indicated a willingness to impose tariffs on imports of other products. Some foreign governments have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. Continuing changes in government trade war policies create a heightened risk of further increased tariffs that impose barriers to international trade. Global trade disruption, significant introductions 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 a client and its investments. Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could adversely affect the U.S. economy, decrease the value of many account or fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. While the U.S. Government has always honored its credit obligations, a default by the U.S. Government (as has been threatened over the years) would be highly disruptive to the U.S. and global securities markets and could significantly reduce the value of an account of fund’s investments. The U.S. administration has indicated its intention to direct federal agencies to proceed with deregulating certain industries and implementing other changes in the federal government through a series of executive actions, which may affect industries in which a client may invest. However, such actions have been and may continue to be subject to judicial and/or congressional scrutiny and even if implemented, may be replaced by regulatory actions at the state level. While there can be no assurance that the U.S. administration will be successful in implementing such actions, any measures that are implemented in connection therewith may result in material changes to regulations and may impact the business 16  operations and performance (even adversely) of an Advisory Client’s portfolio and its investments. Bank Failures and Health of the Banking Industry The recent 2023 failures of Silicon Valley Bank and Signature Bank resulted in heightened concern regarding the health of other banking institutions and the ability of such institutions to withstand the economic conditions posed by rapidly increasing interest rates, including a decline in value of securities and loan portfolios, and it is unclear if there will be additional bank failures. 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 Advisory Clients. Although it is not clear at this time what impact such bank failures will have on the instruments in which the Firm invests for Advisory Clients, it is possible that the liquidity and market value of those instruments may be adversely affected. Reliance on the Firm and its Affiliates The success of each Advisory Client will depend in part upon the skill and expertise of the Firm’s investment professionals, who are shared with and also provide advisory services on behalf of the Firm’s affiliates, Cynosure and CPIM. There can be no assurance that such professionals will continue to be associated with the Firm, Cynosure or CPIM, and a loss of the services of key personnel could impair the Firm’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 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 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 17  member (or similar managing fiduciary) of the Advisory Client in question, which consent may be given or withheld in accordance with the 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 the Firm 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. Other Special Risks Additional special risks apply to certain private investments, which will be outlined in the applicable Governing Documents. ITEM 9: DISCIPLINARY INFORMATION Not applicable. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither the Firm, Cynosure, nor any of their 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 the Firm, Cynosure, nor any of their personnel is registered as a futures commission merchant, commodity pool operator, commodity trading advisor or as an associated person of any such entities. Affiliation with Cynosure and CPIM As discussed in Item 4, the Firm is a 50/50 joint venture between Cynosure and CPIM. Cynosure and CPIM are each registered with the SEC as an investment adviser under the Advisers Act. The Firm itself is a relying adviser of Cynosure. Additional information about the Firm’s affiliation with Cynosure and CPIM appears below. 18  Cynosure’s Other Divisions and Advisory Affiliate In addition to its joint venture interest in the Firm, Cynosure has four additional separate business divisions: • Cynosure Partners: Forge collaborations with founders and management teams of high-growth businesses. They provide tailored capital and strategic guidance to help these businesses achieve their long-term goals. Cynosure Partners takes a long-term perspective, investing alongside founders and working collaboratively to build enduring partnerships. • 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: Launched in February 2024, this division is a quantitative hedge fund employing a systematic long-short strategy. 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. 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. CPIM is affiliated with Checketts Gravity GP, LLC, Checketts Rhone SPV GP, LLC, and Checketts Rhone SPV 2 GP, LLC, which are Delaware limited liability companies that serve as general partners of Checketts Gravity Partners, LP, Checketts Rhone SPV, LP, and Checketts Rhone SPV 2, LP, respectively. Other Activities and Relationships The employees of the Firm and its affiliates have, and are expected from time to time to serve on the boards of directors of portfolio companies of pooled investment vehicles sponsored by the Firm and/or its affiliates. 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. CODE OF ETHICS, PARTICIPATION OR INTEREST IN ITEM 11: CLIENT TRANSACTIONS AND PERSONAL TRADING Important Note: As a relying adviser of Cynosure, the Firm, its employees and persons acting on its behalf are subject to Cynosure’s supervision and control, and the Firm, its employees and the persons acting on its behalf are supervised persons of Cynosure and are subject to Cynosure’s compliance policies and procedures, including its Code of Ethics. The following describes information in Item 11 generally refers to Cynosure policies and procedures and related activities, which unless otherwise noted, also apply to the Firm, its employees and persons acting on its behalf. 19  Code of Ethics 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: Chief Compliance Officer. 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 The Firm, as an investment manager, or an affiliate in limited circumstances engages in principal transactions (i.e., transactions in which the Firm or an affiliate is deemed to be acting for its own account 20  by buying a security from, or selling a security to, an Advisory Client). These transactions introduce a potential conflict of interest between its own interests and those of the Advisory Client. The Firm, as a relying adviser of 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, the Firm 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, either the Advisory Client or an independent representative of the Advisory Client must receive notice of the transaction and consent to the transaction prior to the Firm or an affiliate settling the principal transaction. Notice and Consent The Firm 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, the Firm 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 Cynosure from time to time allows Advisory Clients to engage in cross transactions, which occur when a transaction is affected directly between two or more 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 Governing Documents (which may exclude certain follow-on investments and other transactions from any applicable consent requirements): (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 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 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 Governing Documents for each of the Advisory Clients address permissible cross- translations. Financial Interests in Advisory Client Recommendations 21  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 connection with investments by Advisory Clients. However, Cynosure believes that applicable 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 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 polices. 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. Conflicts of Interest Various potential and actual conflicts of interest may arise between and among the Firm, Cynosure, 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 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 its duties to allocate investment opportunities among Advisory Clients 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. 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. Any such allocation decisions are initially raised with the investment committee of the relevant Advisory Client that originated the investment opportunity. 22  That particular investment committee, together with the Conflicts Committee, will review the opportunity to determine if an allocation to any other Advisory Client 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), Cynosure will, to the extent practicable, determine in good faith that the allocation is fair and reasonable taking into account the relevant facts and circumstances deemed relevant, as well as parameters of the Governing Documents of the Advisory Client’s pooled investment vehicle advised by Cynosure or its affiliates, the sourcing of the transaction, the nature of the investment objective, mandate or policies, results of underwriting analyses, including projected returns and target hold period for each investment, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for each such Advisory Client and other considerations deemed relevant by Cynosure in good faith. 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 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 The Firm may (but are 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 the Firm determines a portion of the equity required would unreasonably limit diversification of the Advisory Client. Co-investment offers of participation are made in the Firm’s sole discretion and the Firm 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. 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, the Firm, 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, the Firm 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 23  Cynosure and its affiliates espouse 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 affiliates (including the Firm) 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 opt out of 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 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. Cynosure also enters into Investment Management Agreements with certain investors as a way to provide a short-term commitment facility that enables investors to more efficiently capitalize on direct investment market opportunities. Agreements are not used for allocations to third-party funds or direct real estate investments. Valuations of Investments There may be situations in which Cynosure has an incentive to influence or manipulate the valuation of investments. For example, Cynosure could be motivated to overstate valuation in order to: (i) improve the track record of an Advisory Client, (ii) minimize losses from write-downs that must be returned before an affiliate may receive performance-based allocations, or (iii) for certain Advisory Clients, increase fees due to Cynosure, such as a management fee that is calculated as a percentage of the value of the Advisory Client’s assets. For portfolio holdings set aside in Side Pocket Accounts, and in accordance with the guidelines set forth in Cynosure’s Valuation Policy, Cynosure will determine the valuation as the sum of (i) the amount of principal plus any accrued but unpaid interest and fees due and owing by borrowers and (ii) pre-existing undistributed income. Cynosure values securities and instruments at their fair value in accordance with GAAP (in particular, Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements). To facilitate this, Cynosure has adopted a written Valuation Policy and Procedures. If active market quotations are readily available, Cynosure generally values securities at their market price, 24  with a discount in certain cases of restricted securities. Otherwise, securities are valued based on management’s judgment and estimation in accordance with Cynosure’s Valuation Policy, guidance, and templates or in accordance with the specific valuation procedure outlined in the Governing Documents of the relevant Advisory Client. Allocation of Expenses Expenses frequently will be incurred by multiple Advisory Clients. Cynosure and its affiliates (including the Firm) 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 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, 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 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 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 25  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 mitigating and/or where possible resolving conflicts impacting Cynosure’s investors and the firm itself. ITEM 12: BROKERAGE PRACTICES The Firm has discretion to select brokers and dealers to execute transactions in securities and other instruments for Advisory Clients, however given the strategies employed on behalf of the pooled investment vehicles, the Firm does not expect to engage in transactions with Broker Dealers for such strategies. ITEM 13: REVIEW OF ACCOUNTS 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 the Firm 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 financial reports and audited annual 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 26  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. Neither Cynosure nor the Firm currently have any cash compensation arrangements with any portfolio companies of Advisory Clients or affiliates thereof, or unaffiliated placement agents or third parties for introducing investors to Cynosure in respect of an Advisory Client. Any fees associated therewith will 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 custodied by the Advisory Clients’ third- party custodian, the Firm may be deemed to have custody over the assets of certain of its clients according to the custody rule set forth in Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Custody Rule”). The Firm intends to comply with the Custody Rule by either: (i) engaging a Public Company Accounting Oversight Board (“PCAOB”) accounting firm to subject such assets to an annual surprise audit along with requisite periodic reporting to the Advisory Client; or (ii) if the Advisory Client is a pooled investment vehicle, utilizing the “Pooled Vehicle Annual Audit Exception” under the Custody Rule that subjects such vehicle to a year-end audit by a PCAOB accounting firm and providing the audited financial statements to the underlying investors of these Advisory Clients within 120 days, or 180 days in the case of fund of funds. To the extent that Advisory Clients receive periodic reports from its third-party custodian, they should carefully review those statements. ITEM 16: INVESTMENT DISCRETION The Firm 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 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 The Firm has, or will accept, authority to vote public company securities and other debt instruments (e.g., 27  loans) held by an Advisory Client, and has adopted Cynosure’s proxy voting 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, however given the strategy employed on behalf of the pooled investment vehicles, the Firm does not expect to vote proxies in respect with this strategy. Proxy voting reports, identifying how proxies were voted where the Firm 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: Chief Compliance Officer. ITEM 18: FINANCIAL INFORMATION Not applicable. 28