The Adviser and its affiliates (collectively, “MidOcean”) was formed in January 2003. As of December 31, 2023, the
Adviser had discretionary regulatory assets under management of $3.7 billion.
The Adviser provides investment management services to its clients, which are a series of private equity funds formed
by MidOcean. Currently, the Adviser serves as the investment adviser to MidOcean Partners III, L.P. and its parallel
funds (MidOcean Partners III-A, L.P. and MidOcean Partners III-D, L.P.) (and together, “Fund III”), MidOcean
Partners IV, LP (“Fund IV”), MidOcean Partners V, LP (“Fund V”), MidOcean Partners VI, LP (“Fund VI”), MidOcean
Prepaid Holdings, LP (“MidOcean PPD”), MidOcean MPRP Coinvest, L.P. (“MPRP Coinvest”) (and Fund III, Fund
IV, Fund V, Fund VI MidOcean PPD and MPRP Coinvest each, a “Fund,” and together the “Funds” and together with
any future private investment funds managed by the Adviser, the “Private Investment Funds”) pursuant to the terms
of an advisory agreement entered into with each Fund and its partner (the “Advisory Agreements”). In addition, the
Adviser has an affiliate that is a general partner to MidOcean Partners III-E, L.P.
The Funds are closed end funds that target investments in middle market private companies. The investment strategy
for each Fund is described in the relevant Fund’s private placement memorandum and is subject to any limitations set
forth in the Fund’s agreement of limited partnership or other governing documents (each, a “Partnership Agreement”).
Except for any investment restrictions contained in the Partnership Agreements, limited partners generally do not have
the ability to limit the Adviser’s investment authority and generally participate in a Fund’s overall investment program,
although certain limited partners may be excused from participating in certain investments or may be entitled to
withdraw from a Fund under limited circumstances, in each case as set forth in the applicable Partnership Agreement.
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 or other terms) under, or altering or
supplementing the terms of, the relevant Partnership Agreement with respect to such investors. Pursuant to the
Advisory Agreements, the Adviser is responsible for identifying investment opportunities, structuring and negotiating
the terms and conditions of each acquisition, arranging for all necessary financing and, after consummation,
monitoring the progress of, and arranging for the disposition of, each portfolio company in accordance with the
investment guidelines set forth in the Partnership Agreements. The Adviser may engages sub-advisors and may, in its
discretion, retain other professionals, including but not limited to accountants, lawyers and consultants,
to assist in
rendering any services. In addition, the Adviser may provide services directly to portfolio companies. The senior
principals or other personnel of MidOcean may serve on the board of directors of any such portfolio company or
otherwise act to influence control over the management of the Fund’s portfolio companies.
J. Edward Virtue (“Virtue”) has voting control of the Adviser through his ownership of Ultramar Capital Ltd. Virtue
has the largest economic ownership of the Adviser which is held through MidOcean Manager Feeder, LP. A minority
interest in the Adviser is indirectly owned by HPC Manager Holdings Investor – Missouri LLC, a strategic institutional
investor, with the remaining interests held by members of MidOcean’s management team. HPC does not have
authority over the day-to-day operations or investment decisions of the Adviser as they relate to the Funds and
Accounts, although it has negotiated certain minority protection and consent rights in connection with its investment
in the Adviser. Although it intends to maintain operations, strategy and investment decisions separate from HPC, the
Adviser generally will have incentives to conduct operations in a manner that benefits HPC.
From time to time, the Adviser expects to provide (or agrees to provide) certain investors or other persons, including
other sponsors, market participants, finders, consultants and other service providers, the Adviser’s personnel and/or
certain other persons associated with the Adviser and/or its affiliates (to the extent not prohibited by the applicable
Partnership Agreement), co-investment opportunities (including the opportunity to participate in co-invest vehicles)
that will invest in certain portfolio companies alongside a Fund. Such co-investments typically involve investment
and disposal of interest in the applicable portfolio company at the same time and on the same terms as the Fund making
the investment. However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may
purchase 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). 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 the Adviser’s sole discretion, the Adviser reserves the right to charge interest on the purchase to
the co-investor or co-investor 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 such amounts are not so
charged or reimbursed, they generally will be borne by the relevant Fund.