Pathway was founded in 1991 to form and manage private market investment portfolios for its clients. Pathway’s senior investment professionals have accumulated significant ex- perience as a team, assisting clients through multiple market cycles worldwide. Pathway is an independent company, wholly owned by 21 senior professionals (“Partners”). Douglas K. Le Bon and James H. Reinhardt are its principal owners. Douglas K. Le Bon, James H. Reinhardt, Karen J. Jakobi, James R. Chambliss, Richard S. Mazer, Alex M. Casbolt, Vincent P. Dee, Derrek I. Ransford, Valerie A. Ruddick, and Wayne B. Smith serve on the firm’s Management Committee. Pathway’s sole business is providing private market investment management and ad- visory services, either as the adviser to client separate accounts or as the investment manager to funds of funds formed and advised by Pathway or one of its wholly owned subsidiaries. Although investors in Pathway’s funds of funds are not considered Pathway’s clients for regulatory purposes, Pathway sometimes refers to those investors as clients, and sometimes refers to its clients more broadly as “programs.” Pathway advises its funds of funds and advisory clients in their private market investments in investment partnerships or alternative investment vehicles (“Underlying Funds”) man- aged by third-party investment managers (“Fund Managers”) with respect to both in- vestments made at the initial or subsequent closing of an Underlying Fund (“Primary Investments”) and the purchase of partnership interests from existing investors in an Underlying Fund (“Secondary Investments”). Pathway also advises clients with respect to direct equity investments made alongside Underlying Funds, either directly in a portfo- lio company or through a special-purpose vehicle (“Direct Equity Investments”), and in certain circumstances, with respect to direct investments in portfolio companies that are not made alongside Underlying Funds (collectively, “Direct Investments”). In addition, Pathway advises clients with respect to private credit investments in Underlying Funds, direct lending investments, and credit co-investments that are focused on private credit investment in debt-related securities issued by privately held companies,

including first- lien debt instruments, unitranche debt instruments, and second-lien or other junior debt instruments (“Private Credit Investments”). Pathway focuses primarily on Underlying Funds with investment strategies, including, but not limited to, venture capital, buyouts, subordinated debt, private credit, distressed debt, special situations, and infrastructure.
Pathway’s private market investment management and advisory services consist primarily of (i) helping clients develop their investment goals, objectives, and policies; (ii) screening investments and conducting due diligence, including qualitative and quantitative anal- ysis; (iii) structuring and negotiating legal documents; and (iv) ongoing monitoring and reporting on clients’ investments.
Pathway has full discretion over investment decisions made on behalf of its discretionary clients, subject to client investment guidelines that are tailored to the needs of each cli- ent and mutually agreed upon by Pathway and the client. Any limitations with respect to Pathway’s discretion, such as limited veto rights, are described in detail in the contracts. The investment guidelines may address the following: ■Size of Investments ■Total Annual Commitments ■Minimum or Maximum Number of Investments ■Geographic Exposure ■Industry Focus ■Diversification Requirements ■Strategy or Specific Investment Restrictions ■Restrictions on Primary Investments, Secondary Investments, Direct Equity Investments, Direct Investments, and Private Credit Investments Other than as set forth in client agreements and investment guidelines, Pathway’s discre- tionary clients may not impose restrictions on investing in certain securities or types of securities. Pathway and its nondiscretionary clients also agree to client-specific investment guide- lines, and Pathway’s recommendations to such clients are made subject to such client investment guidelines. As of December 31, 2023, Pathway’s assets under management totaled $88.5 billion, of which $65.6 billion of client assets was managed on a discretionary basis and $22.9 billion of client assets was managed on a nondiscretionary basis. Client assets include net asset value, plus any uncalled capital commitments.