A. General Description of Advisory Firm NPC is a New York, New York-based investment advisory firm organized as a limited partnership under the laws of the State of Delaware, founded in 2015, and principally owned by Kurt Larsen and Edward Yun. The investment activities are led by Messrs. Larsen and Yun, who, together with NPC’s other partners, comprise the members of NPC’s investment committee (the “Investment Committee”). A number of other investment professionals work with the Investment Committee to execute NPC’s investment strategy. NPC provides investment advisory services to investment funds privately offered to qualified investors (generally referred to herein as “investors,” “limited partners” or “partners”) in the United States and elsewhere, including NexPhase Capital Fund III, LP, NexPhase Capital Fund III-A, LP, NexPhase Capital Fund III-B, LP (collectively, “NPC Fund III”), NexPhase Capital Fund IV, LP, NexPhase Capital Fund IV-A, LP, NexPhase Capital Fund IV-B, LP (collectively, “NPC Fund IV”), NexPhase Capital Fund V, LP, NexPhase Capital Fund V-A, LP and NexPhase Capital Fund V-B, LP (collectively, “NPC Fund V”) and any future funds established by NPC (collectively, the “NexPhase Funds” or “Funds,” and each individually, a “Fund”), and investment sub-advisory services to certain funds currently managed by Moelis Capital Partners LLC (“MCP”) (collectively, the “Moelis Funds”). NPC reserves the right to also establish certain investment vehicles through which certain of its employees, officers, and independent contractors, certain business associates, certain investors in the Funds, executives or personnel of portfolio companies or others (including persons close to NPC) can invest alongside one or more Funds in one or more investment opportunities. Such vehicles, referred to herein as “co-investment vehicles,” generally are contractually required, as a condition of investment, to purchase and exit their investments in each investment opportunity at substantially the same time, and on substantially the same terms, as the applicable Fund that is invested in that investment opportunity. The general partner of each NexPhase Fund (each a “NPC GP,” and collectively with any future affiliated general partner entities, the “NPC GPs”) is subject to the Advisers Act pursuant to NexPhase Capital, LP’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the NPC GPs, which operate as a single advisory business together with NexPhase Capital, LP. NPC’s business generally focuses on advising its clients in making private equity investments of between $25 to $150 million in middle market companies primarily in North America. As used in this Brochure:
• “we,” “us” and “our” refer to NPC and its investment advisory business;
• “NexPhase Clients,” “NPC Clients” and “our clients” refer to the NexPhase Funds, and the sub-advised Moelis Funds;
• Unless otherwise indicated herein, the “general partners” refer to the respective general partners of the NexPhase Clients; and
• the “portfolio companies” refer to the portfolio companies invested in by the NexPhase Clients. B. Description of Advisory Services We provide investment advice regarding the selection, monitoring and realization of each NexPhase Client’s investments. Generally, we provide assistance to the NexPhase Clients’ general partners with respect to strategic planning, identifying potential investments, screening and referring potential investments to NexPhase Clients, recommending strategies for exit from investments, executing the investments, monitoring the performance of investments, providing economic and investment analysis with respect to investments, and preparing valuations and reports in accordance with the relevant NexPhase Client’s Governing Documents (as defined below). We work with the portfolio companies directly and provide managerial,

advisory, and administrative assistance to the portfolio companies under the direction of the NexPhase Clients’ general partners. In addition to the full-time investment professionals of NPC, the NexPhase Clients engage the services of certain operating partners to work actively with NPC on sourcing and evaluating new transactions, as well as providing strategic insights related to portfolio company matters. While these advisers are generally referred to as “Operating Partners,” they are not partners or employees of NPC or any of its affiliates, but rather independent consultants engaged by NPC. The compensation of such individuals, including, but not limited to, transaction fees and other items detailed herein, for their provision of services to (or with respect to) certain portfolio companies is generally treated as an expense of the relevant NexPhase Client(s), and such compensation generally will not result in any reduction or additional offsets to any management fees payable by investors in the NexPhase Clients. We also work with an independent executive advisory board (the “Executive Advisory Board”) consisting of senior operating professionals with relevant industry and c-suite operating expertise who advise NPC on trends and challenges within its targeted industries, help identify attractive investment opportunities, facilitate introductions to companies and managers, provide critical insight during due diligence and join portfolio company boards when appropriate. The compensation of members of the Executive Advisory Board, including, but not limited to, transaction fees and other items detailed herein, for their provision of services to (or with respect to) certain portfolio companies is generally treated as an expense of the relevant NexPhase Client(s), and such compensation generally will not result in any reduction or additional offsets to any management fees payable by investors in the NexPhase Clients. The relationship between us, each NexPhase Fund and each of the other NexPhase Clients is governed by the Advisers Act as well as the Governing Documents of each NexPhase Client and the terms of investment advisory or sub-advisory agreements concluded between us and each (or with respect to each) NexPhase Client. Investments in the NexPhase Funds are privately offered only to qualified investors, which typically include institutional investors (for example, public and private pension funds) and eligible high-net worth individuals. The NexPhase Funds primarily participate in private equity and equity-related investments in companies operating in the middle-market with EBITDA typically up to $30 million (although the ranges could be lesser or greater), including, for example, leveraged or management buyouts, recapitalizations, and minority equity investments. The investment advice we provide to our clients is limited to private equity investment programs conducted by the NexPhase Funds, and other private equity investment programs for which we provide sub-advisory services, such as the Moelis Funds. C. Availability of Tailored Services for Individual Clients Our advisory services are tailored to the investment strategies of the NexPhase Clients and detailed in the relevant NexPhase Client’s Governing Documents. Investment restrictions are imposed in the relevant Governing Documents for each of the NexPhase Clients and have in the past been and may in the future be specifically negotiated with investors. Investors in each NexPhase Client participate in the overall investment program for the applicable NexPhase Client, but are permitted in certain circumstances be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Governing Documents. D. Client Assets Under Management As of December 31, 2023, NPC managed approximately $2,273,436,414 of assets on a discretionary basis on behalf of the NexPhase Clients.