Gemspring Capital Management, LLC (“Gemspring”), a Delaware limited liability company, was formed in October 2015. Realspring Capital Management, LP (“Realspring”), a Delaware limited partnership, was formed in April 2021, and is a relying adviser of Gemspring. The principal place of business of Gemspring and Realspring is in Westport, Connecticut. As indicated on the Firm’s Form ADV Part 1A, Bret Wiener, Gemspring’s Founder and Chief Executive Officer, is Gemspring’s principal owner. Realspring is principally owned by Bret Wiener and Bradley Coleman. Bradley Coleman is the Managing Partner of Realspring. Gemspring is an investment management firm that provides discretionary advisory services to the following private funds (each, a “Gemspring Fund,” and, together with any future private investment fund to which Gemspring or its affiliates provide investment advisory services, the “Gemspring Funds”): Gemspring Capital Fund I, LP, a Delaware limited partnership (“Fund I”), Gemspring Capital Fund I-A, LP, a Delaware limited partnership (“Blocker Fund I”), Gemspring Capital Fund II, LP, a Delaware limited partnership (“Fund II”), Gemspring Capital Fund II-A, LP, a Delaware limited partnership (“Blocker Fund II”), Gemspring Capital Fund III, LP, a Delaware limited partnership (“Fund III”), Gemspring Capital Fund III-A, LP, a Delaware limited partnership (“Blocker Fund III”), Gemspring Growth Solutions I, LP, a Delaware limited partnership (“Growth Solutions I”), Gemspring Growth Solutions I-A, LP, a Delaware limited partnership (“Growth Solutions Blocker I”), and co-investment funds for certain Gemspring personnel, Executive Advisors (as defined below), certain investors and other persons, including market participants, finders, consultants, other service providers and certain other persons associated with the Firm (together, the “Executive Funds”). Fund I, Blocker Fund I, Fund II, Blocker Fund II, Fund III, Blocker Fund III and the Executive Funds are together, the “Buyout Funds.” Growth Solutions I and Growth Solutions Blocker I are together, the “Growth Solutions Funds.” Gemspring Capital GP I, LP is the general partner of Fund I and Blocker Fund I; Gemspring Capital Executive GP I, LLC is the general partner of Gemspring Capital Executive Fund I, LP; Gemspring Capital GP II, LP is the general partner of Fund II and Blocker Fund II; Gemspring Capital Executive GP II, LLC is the general partner of Gemspring Capital Executive Fund II, LP; Gemspring Capital GP III, LP is the general partner of Fund III and Blocker Fund III; Gemspring Capital Executive GP III, LLC is the general partner of Gemspring Capital Executive Fund III, LP; and Gemspring Growth Solutions GP I, LP is the general partner of Growth Solutions I and Growth Solutions Blocker I (each, a “Gemspring General Partner,” and together, the “Gemspring General Partners”). Realspring is an investment management firm that provides discretionary advisory services to the following private funds (each, a “Realspring Fund,” and together with any future private investment fund to which Realspring or its affiliates provide investment advisory services, the “Realspring Funds”): Realspring Capital Fund I, LP, a Delaware limited partnership (“Realspring Fund I”). As used herein, “Fund” shall refer to a Gemspring Fund and/or Realspring Fund I unless the context otherwise requires, and “Funds” shall refer to the Gemspring Funds and/or Realspring Fund I unless the context otherwise requires. Realspring Capital, LLC is the general partner of Realspring Fund I (the “Realspring General Partner”). As used herein, “General Partner” shall refer to a Gemspring General Partner and/or the Realspring General Partner unless the context otherwise requires, and “General Partners” shall refer to the Gemspring General Partners and/or the Realspring General Partner, as well as any other affiliated general partner entities, unless the context otherwise requires. Gemspring, Realspring, the General Partners and their current and future affiliated entities shall be referred to herein as the “Firm.” The General Partners control the business and affairs of their respective Funds. The General Partners and Realspring are subject to the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), pursuant to Gemspring’s SEC investment adviser registration in accordance with Securities and Exchange Commission (“SEC”) guidance. See Item 10. This Brochure also describes the business practices of the General Partners and Realspring, which operate as a single advisory business together with Gemspring. The Buyout Funds are private equity funds and generally invest through negotiated transactions in common stock, limited liability company interests or partnership interests or in securities convertible into common stock, limited liability company interests or partnership interests, including preferred stock debentures of middle market companies and lower-middle-market companies (each, a “Gemspring Buyout Portfolio Investment” and collectively, the “Gemspring Buyout Portfolio Investments”) through buyouts and significant minority transactions in each company (each, a “Buyout Portfolio Company”, and collectively, the “Buyout Portfolio Companies”). Although investments are made predominantly in non-public companies, investments in public companies are permitted under certain circumstances. The Buyout Funds will occasionally buy debt, make loans or extend credit but anticipate doing so primarily in connection with acquiring control of the target company. The Buyout Funds reserve the right to extend secured bridge financings to Buyout Portfolio Companies, including before a permanent capital structure is in place. Gemspring intends to use structures opportunistically to take advantage of collateral protection and mitigate downside risk. The Buyout Funds will seek to primarily invest approximately $30 million to $120 million of equity per transaction to acquire control positions in North American headquartered companies, although investments may also be made outside of this range, and may be made in debt securities, preferred securities and in non-control positions. The Growth Solutions Funds are private equity funds and generally invest through negotiated transactions in common stock, preferred stock, subordinated debt, loans, limited liability company interests or partnership interests or in securities convertible into common stock, limited liability company interests or partnership interests, including preferred stock of middle market companies and lower- middle-market companies (each, a “Gemspring Growth Solutions Portfolio Investment” and collectively, the “Gemspring Growth Solutions Portfolio Investments”) through minority transactions in each company (each, a “Growth Solutions Portfolio Company”, and collectively, the “Growth Solutions Portfolio Companies”). Although investments are made predominantly in non- public companies, investments in public companies are permitted under certain circumstances. The Growth Solutions Funds reserve the right to extend bridge financings to Growth Solutions Portfolio Companies, including before a permanent capital structure is in place. Gemspring intends to use structures opportunistically to take advantage of collateral protection and mitigate downside risk. The Growth Solutions Funds will seek to primarily invest approximately $10 million to $50 million of capital per transaction to acquire minority positions in North American headquartered companies, although investments

may also be made outside of this range. From time to time, where such investments consist of Buyout Portfolio Companies or Growth Solutions Portfolio Companies (each, a “Portfolio Company” and collectively, the “Portfolio Companies”), the senior principals or other personnel of Gemspring or its affiliates generally serve on such Portfolio Companies’ respective boards of directors or otherwise act to influence control over management of Portfolio Companies in which the Funds have invested. Realspring Fund I is a real estate fund that generally invests through negotiated transactions in opportunistic commercial real estate equity and debt investment opportunities (each, a “Realspring Portfolio Investment” and collectively, the “Realspring Portfolio Investments”). As used herein, “Portfolio Investment” or “portfolio investment” shall refer to a Gemspring Buyout Portfolio Investment, a Gemspring Growth Solutions Portfolio Investment and/or a Realspring Portfolio Investment, unless the context otherwise requires, and “Portfolio Investments” or “portfolio investments” shall refer to the Gemspring Buyout Portfolio Investments, Gemspring Growth Solutions Portfolio Investments and/or the Realspring Portfolio Investments, unless the context otherwise requires. The Realspring Fund seeks to primarily invest approximately $5 million to $50 million of equity per transaction or $1 million to $15 million of debt per transaction, although investments may also be made outside of this range, in value-add and core-plus real estate opportunities where assets have been undermanaged or undervalued and the team believes it can add value through repositioning or redevelopment. Gemspring and Realspring provide discretionary investment management and advisory services to the applicable Funds pursuant to the terms of the private placement memorandums or other offering documents (each, a “Memorandum”), limited partnership agreements or other operating agreements or governing documents (each, a “Partnership Agreement” and together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss”. Gemspring’s and Realspring’s services consist of managing each of the Funds’ portfolios, as applicable, including sourcing, selecting, determining investments in, and monitoring investments of the Funds and the execution of transactions on behalf of the Funds. Additionally, as further described below and in the Governing Documents, it is Gemspring’s practice to use or retain certain operating professionals to provide services to (or with respect to) one or more Gemspring Funds or certain current or prospective Portfolio Companies in which one or more Gemspring Funds invest (each an “Executive Advisor,” and collectively, the “Executive Advisors Group” or “Executive Advisors”). Such Executive Advisors Group members generally will not be employees of Gemspring (or Realspring) (but may include affiliates of Gemspring, employees of such affiliates, third party consultants, “operating partners,” “strategic partners,” “executive partners” or “senior advisors”), and will provide services in relation to the identification, acquisition, holding, improvement and disposition of Portfolio Companies, including operational aspects of such companies. These services will also include serving in management or policy-making positions for Portfolio Companies. Such Executive Advisors Group members generally receive compensation and other amounts described herein from the relevant Portfolio Companies or Funds to which they provide services, but no such amounts will offset or reduce the Management Fee. The foregoing is expected to reduce the amount of Gemspring Transaction Fees (defined below) otherwise available to be offset against Management Fees, resulting in a potential material benefit to the Firm over the life of the relevant Fund. The existence of such potential benefit creates an incentive for the Firm to seek to increase such amounts. Each of Gemspring and Realspring is responsible for investing the assets of their respective Funds in accordance with the investment objectives, policies, and guidelines set forth in the Governing Documents. Investors in the Funds (generally referred to herein as “investors”, “limited partners” or “Limited Partners”) participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; such arrangements generally do not and will not create an adviser-client relationship between Gemspring or Realspring, on the one hand, and any investor, on the other hand. The Funds or the General Partners have in the past, and expect to in the future, enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Additionally, as permitted by the relevant Governing Documents, the Firm expects to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in co-invest vehicles such as the Executive Funds) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, portfolio company management or personnel, Firm personnel and/or certain other persons associated with the Firm and/or its affiliates (e.g., a vehicle formed by the Firm’s principals to co- invest alongside any Funds’ transactions). Such co-investments typically involve investment and disposal of interests in the applicable portfolio investment at the same time and on the same terms as the Fund making the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing fund) may purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio investment (also known as a post-closing sell- down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the transaction to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in the Firm’s sole discretion, the Firm reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for the holding period, and generally will be required to reimburse the relevant Fund for related costs. However, to the extent any such amounts are not so charged or reimbursed (including charges or reimbursements required pursuant to applicable law), they generally will be borne by the relevant Fund. Neither Gemspring nor Realspring participate in a wrap fee program. As of December 31, 2023, Gemspring managed approximately $4,053,787,867 in client assets on a discretionary basis. Neither Gemspring nor Realspring intends to manage any of its clients’ assets on a non- discretionary basis.