A. Primary Wave IP Investment Management LLC, its subsidiaries affiliates and its relying adviser, Primary Wave IP Investment Management II, LLC (collectively “Primary Wave”, the “Adviser” or the “Firm”), is a Delaware limited liability company formed on February 25, 2016. Primary Wave is an investment adviser focused on investing in music intellectual property, including music catalogs, copyrights, royalty streams and related rights. The Firm is located in New York, NY. The Firm is majority controlled by PWMP Ventures LLC.
B. The Firm provides investment advisory services to Primary Wave Music IP Fund 1, LP, (“Fund 1”), Primary Wave Music IP Fund 2, LP (“Fund 2”), Primary Wave Music IP Fund 3, LP (“Fund 3”); and Primary Wave Music IP Fund 4 LP (“Fund 4”), each a Delaware limited partnership; and Primary Wave Music Feeder, LP (the “Feeder Fund”, and together with Fund 1, Fund 2, Fund 3 and Fund 4, the “Funds”), a Cayman Islands exempted limited partnership which feeds into Fund 3. The Firm also provides discretionary sub-advisory services to Primary Wave Music IP Holdings, LP (“IP Holdings”), a Delaware limited partnership and Primary Wave Music Prince Coinvest, LP (the “Prince Coinvest”), a Delaware limited partnership. The Funds, IP Holdings, and the Prince Coinvest are each considered a “Client” and collectively, the “Clients” or “Client Accounts”. The Client Accounts were formed as private equity pooled investment vehicles. The sole purpose of the Feeder Fund is to invest indirectly in Fund 3 through a blocker entity. The Prince Coinvest was formed to co-invest in the Prince Estate alongside Fund 3.
Primary Wave will focus on investing in a portfolio of music copyrights through acquisitions, administration, advances and structured agreements in relation to music royalty interests from a range of genres, artists, and music industry concerns. The Firm will have discretion to invest in a wide range of music copyrights, royalty streams, and music companies including, but not limited to, assets that are known in the music industry as music publishing, writers share, administration income, producer royalties, master royalties and neighboring rights (each a “Music Asset” and collectively “Music Assets”). It is anticipated that the Client Accounts will generate current income over the life of the Client Accounts and income attributable to the sale of assets.
C. Primary Wave provides discretionary investment management services to the Funds in accordance with the applicable limited partnership agreements, investment management agreements, operating agreements, offering memoranda and other such agreements (the “Offering

Documents”). The IP Holdings and Prince Coinvest’s limited partners’ investment rights are outlined in their respective governing documents. It should be noted that Primary Wave has management authority over IP Holdings and Prince Coinvest, subject to approvals by the respective majority partners of IP Holdings and Prince Coinvest.
Primary Wave Music IP Fund 1 GP LLC, a Delaware limited liability company, is Fund 1’s General Partner (“Fund 1 General Partner”). Primary Wave Music IP Fund 2 GP LLC, a Delaware limited liability company, is Fund 2’s General Partner (“Fund 2 General Partner”). Primary Wave Music IP Fund 3 GP, LLC, a Delaware limited liability company, is Fund 3’s and the Prince Coinvest’s General Partner (“Fund 3 General Partner”). Primary Wave Music IP Fund 4 GP, LLC, a Delaware limited liability company, is Fund 4’s General Partner (“Fund 4 General Partner”). Primary Wave Music IP Holdings GP, LLC, a Delaware limited liability company, is IP Holdings’ General Partner (“IP Holdings General Partner”). Primary Wave Music Feeder GP, LLC is the Feeder Fund’s General Partner (“FF General Partner” and together with Fund 1 General Partner, Fund 2 General Partner, Fund 3 General Partner, Fund 4 General Partner, and IP Holdings General Partner, the “General Partners”). The governing documents of the Funds and IP Holdings and Prince Co-Invest typically allow the General Partners to control the business and affairs of the Funds, IP Holdings and the Prince Co-Invest. Primary Wave does not expect to tailor advisory services to any individual or particular needs of the investors in the Client Accounts. Such investors accept the terms of advisory services as set forth in their respective governing document. The Firm expects to have broad investment authority with respect to the Clients and, as such, investors should consider whether the investment objectives of the Clients are in line with their individual objectives and risk tolerance prior to investment. It should be noted that the Clients and/or the General Partners, without any further act, approval or vote of any investor, has entered into, and may enter into after the date hereof, side letters or other similar agreements with certain investors that have the effect of establishing rights under, or altering or supplementing the terms of, the Offering Documents, which may make the rights of such investors different than the rights of other investors. D. Primary Wave does not participate in wrap fee programs. E. As of December 31, 2023, Primary Wave managed $3,380,546,017 in regulatory assets on a discretionary basis.