OpenGate Capital Management, LLC, a Delaware limited liability company and SEC- registered investment adviser (the “Adviser”), and its affiliated investment advisers provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. The Adviser was founded in April 2012 and had primarily been involved with investing capital contributed by the Adviser’s personnel. The Adviser registered with the SEC as an investment adviser in 2015. The Adviser’s clients include (i) OpenGate Capital Partners I, LP and OpenGate Capital Partners I-A, LP (together, “Fund I”), (ii) OpenGate Capital Partners II, LP and OpenGate Capital Partners II-A, LP (together, the “Fund II Cayman Funds”), (iii) OpenGate Capital Partners II (Delaware), LP and OpenGate Capital Partners II-A (Delaware), LP (together, the “Fund II Delaware AIVs,” and, collectively with the Fund II Cayman Funds, “Fund II”), and (iv) OpenGate Capital Partners III, LP and OpenGate Capital Partners III-A, LP (together, “Fund III” and, collectively with Fund I, the Fund II Cayman Funds, the Fund II Delaware AIVs, and any future private investment fund to which the Adviser and/or its affiliates provide investment advisory services, the “Funds”). The Adviser also manages OGCP I Employee Co-Invest, LP (“Executive Fund I”) and OGCP II Employee Co-Invest, LP (“Executive Fund II,” and, together with Executive Fund I and any future investment vehicles formed to invest capital on behalf of the Adviser’s personnel and other related parties, the “Executive Funds”). Each of Fund I, the Fund II Cayman Funds, and the Executive Funds is a Cayman Islands exempted limited partnership. Each of the Fund II Delaware AIVs and Fund III are Delaware limited partnerships. The following general partner entities are affiliated with the Adviser:
• OpenGate Capital Partners GP I, LP, a Cayman Islands exempted limited partnership (“General Partner I”), that is the general partner of Fund I and Executive Fund I;
• OpenGate Capital Partners GP II, LP, a Cayman Islands exempted limited partnership (“General Partner II”), that is the general partner of the Fund II Cayman Funds and Executive Fund II;
• OpenGate Capital Partners GP II (Delaware), LP, a Delaware limited partnership (“General Partner II AIV”), that is the general partner of the Fund II Delaware AIVs; and
• OpenGate Capital Partners GP III, LP, a Delaware limited partnership (“General Partner III” and, collectively with General Partner I, General Partner II, General Partner II AIV, and any other future general partner of a Fund or Executive Fund, the “General Partners” and, collectively with the Adviser and the other General Partners, “OpenGate”), that is the general partner of Fund III. Each of the General Partners listed above is 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 that invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” OpenGate’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 senior principals or other personnel of OpenGate 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. OpenGate’s advisory services for the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”) and limited partnership or other operating agreements of the Funds (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.” Investors in the Funds participate in the overall investment program for the applicable Fund, but in certain limited circumstances have the right to elect to be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between OpenGate and any investor. The Funds or the General Partners generally 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 Governing Documents with respect to such investors. Additionally, as permitted by the Governing Documents, OpenGate has the authority to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other services providers, members of portfolio company management teams or personnel, OpenGate’s personnel and/or certain other persons associated with OpenGate and/or its affiliates (e.g., a vehicle formed by OpenGate’s principals to co-invest alongside a particular Fund’s transactions). Such co-investments, including through an Executive Fund, 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. However, for strategic and other reasons, a co-investor or co-investment 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), 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 within six (6) months after the Fund’s completion of the investment to avoid any changes in valuation of the investment. The General Partner typically employs a subscription facility maintained by each of the Funds to provide interim financing in connection with the acquisition of a portfolio company by such Fund and its related Executive Fund (if any), with each Fund and its related Executive Fund bearing their pro rata share of any interest incurred in connection therewith. Where appropriate, and in OpenGate’s sole discretion, OpenGate will seek to negotiate such interest and related costs with such co-investors. However, to the extent any 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, OpenGate had approximately $1,506,992,871 billion in regulatory assets under management on a discretionary basis. OpenGate is principally owned by Andrew Nikou.