The Adviser, a California limited liability company and its affiliates provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. The Adviser was formed in June 2016 and its principal owners are Nav Rahemtulla and Adam Stein. The Adviser’s clients include the following (each, a “Fund,” and together with any future private investment fund to which the Adviser or its affiliates provide investment advisory services, the “Funds”):
• LightBay Investment Partners LP
• LightBay Investment Partners A LP
• LightBay Executive Fund LP (the “Executive Fund I”)
• LightBay Investment Partners II LP
• LightBay Investment Partners II-A LP
• LightBay Executive Fund II LP (the “Executive Fund II” and together with the Executive Fund I, the “Executive Funds”) The following general partner entities are affiliated with the Adviser:
• LightBay Investment Partners GP LP
• LightBay Investment Partners II GP LP (the “General Partners,” and collectively, together with any future general partner entities, the Adviser and their affiliated entities, “LightBay”). The General Partners are subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with the Adviser. The Funds are private equity funds and invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies” and to a lesser extent in debt securities. LightBay’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments, and achieving dispositions for such investments. Although investments are made predominantly in non-public companies, investments in public companies are permitted. Where such investments consist of portfolio companies, the principals (the “Partners”) or other principals or personnel of LightBay 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. LightBay’s advisory services to the Funds are detailed in the applicable private placement memoranda or other offering documents (each, a “Memorandum”), limited partnership or other operating agreements or governing documents (each, a “Partnership Agreement” and together with the Memorandum, the “Offering Documents”), and are further described below under “Methods of Analysis, Investment Strategies, and Risk of Loss.” Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall investment

program for the applicable Fund, but may be excused from a particular investment due to legal, regulatory, or other agreed-upon circumstances pursuant to the relevant Offering Documents. The Funds or the General Partners have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights (including economic, information, liquidity or transfer rights or other terms) under, or altering or supplementing the terms of, the relevant Offering Documents with respect to such investors. Additionally, and as permitted by the relevant Partnership Agreement, LightBay provides (or agrees to provide) investment or co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, consultants, Operations Group (as defined below) members and other service providers, portfolio company management or personnel, LightBay’s personnel and/or certain other persons associated with LightBay and/or its affiliates. Such co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. In addition, LightBay may charge a management fee and obtain a carried interest in respect of any such co-investment. It should be noted that there will be circumstances where co-investors do not receive the benefit of any deal fees earned by LightBay in the applicable investment opportunity. For strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (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 investment 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 LightBay’s sole discretion, LightBay is authorized 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 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. As of December 31, 2023, LightBay manages approximately $1,932,540,580 total client regulatory assets on a discretionary basis.