Pathway Capital Management LP

Item 5. Fees and Compensation
Pathway charges its clients investment management or advisory fees of up to 1.0% of capi-
tal commitments and, in certain circumstances, a carried interest of up to 12.5%. Pathway’s
fees are negotiable, taking into consideration each client’s total committed capital and the
client’s number and type of investment mandate(s) under Pathway’s management. Certain
of Pathway’s clients also reimburse Pathway for organizational, operational, and other ex-
penses. Under a strategic alliance agreement with Tokio Marine Asset Management Co., Ltd.
(“Tokio Marine”), a Japan-based investment adviser, management fees for certain funds of
funds jointly established by Pathway and Tokio Marine are divided between Pathway and
Tokio Marine in proportion to each party’s advisory services and responsibilities relating to
investors in such funds.

Advisory fees charged by Pathway are generally based on Pathway’s standard fee schedule;
however, fees are negotiable and may be reduced, waived, or otherwise adjusted for certain
clients. Pathway may consider a variety of factors in granting fee reductions or exceptions,
including the nature and scope of services provided, client affiliation, anticipated servicing
requirements, total assets managed, regulatory requirements, and other business consider-
ations. Accordingly, similarly situated clients may pay different fees.

Pathway bills its clients or deducts fees from their accounts either quarterly in arrears or
quarterly in advance, depending on the client’s contractual arrangement. Client agreements

F O R M A DV PA R T 2 A: F I R M B R O C H U R E

            set forth the circumstances under which such agreements may be terminated and the proce-
            dures for doing so. In the event of a termination, fees are generally prorated on a daily basis,
            and any fees paid but unearned at the time of termination are returned to the client. Under
            certain client agreements, Pathway will receive an additional fee at the time of termination.

            Clients are responsible for the payment of third-party brokerage commissions, if any,
            related to the liquidation of in-kind distributions from Underlying Funds, Direct Equity
            Investments, and Direct Credit Investments. The brokerage commissions charged are
            usual and customary given the nature of the services provided by a broker, and these
            charges are deducted from the sales proceeds. See Item 12, “Brokerage Practices,” for
            further information on Pathway’s use of brokers.

            In addition to any brokerage commissions, investors in Pathway’s funds of funds bear the
            funds of funds’ organizational and operating expenses and, in some cases, management
            and performance-based fees. These expenses are set forth in detail in each fund of funds’
            governing documents and typically include some or all of the following:

            ■	   Management fees and performance-based fees
            ■	   Organizational costs, including travel, printing, legal, capital raising, licensing, market-
                 ing, registration, filing and accounting fees and expenses incurred in connection with
                 the organization, and funding and start-up of the fund of funds and its related entities
            ■	   The preparation of, and negotiations with respect to, the fund of funds’ governing
                 documents (including side letters)
            ■	   Compliance with applicable laws or regulations and the offering of limited partner
                 interests in the fund of funds or related entities
            ■	   Placement fees (subject to a corresponding offset to the management fees paid by
                 the fund of funds)
            ■	   Costs and expenses incurred in or attributable to structuring, organizing, acquiring,
                 holding, monitoring, winding-up, liquidating, and disposing of investments, whether
                 or not ultimately consummated (including, but not limited to, costs and expenses
                 passed through to the funds of funds as investors in Underlying Funds, Direct Equity
                 Investments, and Direct Credit Investments and costs incurred in connection with the
                 formation or operation of any alternative vehicle, feeder fund, or aggregator vehi-
                 cles), registration fees, expenses, finder fees, interest on borrowed money, bank fees,
                 custodial fees, termination fees, broken-deal fees, reverse-termination fees, legal fees
                 and expenses, and brokers’ fees (including buy-side or sell-side broker fees in connec-
                 tion with secondary investments and purchase-price adjustments in connection with
                 Direct Equity Investments)

                                                        F O R M A DV PA R T 2 A: F I R M B R O C H U R E

■	   Legal, accounting, administration, custodian, depositary, banking, appraisal, find-
     ers, insurance, filing, printing, consulting, auditing, and other fees (including the fees
     associated with the preparation of quarterly and audited annual financial reports,
     Schedule K-1s, and tax returns)
■	   Litigation and indemnification costs, including legal fees and expenses, judgments,
     fines, damages or costs paid or incurred in prosecuting or defending administrative or
     legal proceedings brought by or against the fund of funds or any person indemnified
     by the fund of funds (or paid in any settlement thereof)
■	   Amounts paid or advanced by the fund of funds pursuant to its indemnification obli-
     gations
■	   Any taxes applicable to or payable by the fund of funds on account of its activities
■	   Costs of reporting to the investors in the fund of funds and all out-of-pocket fees and
     expenses incurred in connection with any investor meetings
...

Item 7. Types of Clients
            The types of clients to whom Pathway generally provides investment advice are set forth
            below.

            Breakdown of Current Clientsa
                                                                                                         Number of Clients
             Corporate Pension                                                                                    8
             Insurance/Financial Company                                                                          2
             State & Municipal Government                                                                         7
             Fund of Fundsb                                                                                      98c
             Total                                                                                               115
            a As of December 31, 2025.
            b Investors in Pathway’s funds of funds include corporate and public pension plans, government entities, trusts, high-net-worth individ-
            uals, charities, and financial institutions in North America, Europe, and the Asia-Pacific region.
            cExcludes alternative investment vehicles formed for structuring purposes.

                                                      F O R M A DV PA R T 2 A: F I R M B R O C H U R E

Clients (and investors in Pathway’s funds of funds) must meet certain suitability require-
ments prior to opening or maintaining an account with Pathway (or investing in a Pathway
fund of funds). These requirements are determined by Pathway on a case-by-case basis
but generally include requirements under applicable U.S. and non-U.S. securities laws or
exemptions, know-your-client requirements, and other legal or regulatory rules. Pathway
may also require a specific minimum investment amount with respect to its funds of funds
or separate accounts, which it will determine in its discretion.