1. Purpose

The Conflicts of Interest Policy establishes the firm's framework for identifying, disclosing, mitigating, and where appropriate consenting to conflicts of interest that arise in the course of managing the firm's funds and serving its limited partners. The Policy reflects the firm's fiduciary duty of full and fair disclosure of material conflicts.

2. Scope

This Policy applies to all Personnel and to all activities of the firm and its managed funds. The Policy covers actual conflicts, potential conflicts, and appearance conflicts, and applies regardless of whether the conflict involves the firm, its Personnel, limited partners, portfolio companies, counterparties, or service providers.

3. Types of Conflicts

The firm identifies and addresses, at a minimum, the following categories of conflicts: (a) firm-level conflicts between the firm and its managed funds; (b) fund-level conflicts among or between managed funds, including allocation, sequencing, and cross-fund transaction conflicts; (c) personnel-level conflicts arising from personal investments, outside business activities, family relationships, and prior employment; (d) co-investment and parallel investment conflicts; (e) related-party transactions, including transactions between funds and firm-affiliated service providers, portfolio companies under common ownership, or firm Personnel; (f) compensation conflicts arising from carried interest, management fees, transaction fees, and monitoring fees; (g) service provider conflicts arising from the selection and oversight of auditors, counsel, valuation specialists, and other vendors.

4. Identification

Personnel shall identify and report potential conflicts to the Chief Compliance Officer as soon as the conflict is known or reasonably should be known. The firm maintains a Conflicts Register documenting each identified conflict, the function or transaction affected, the mitigation applied, and the resolution. The Conflicts Register is reviewed quarterly by the Chief Compliance Officer and reported to the Audit Committee.

5. Disclosure

Material conflicts are disclosed to affected limited partners through fund offering documents, side letters, periodic reports, and ad hoc notices as appropriate. Disclosure shall be sufficient to permit a reasonable limited partner to understand the nature of the conflict, the firm's mitigation, and the firm's resolution. Where required by fund governing documents, the firm shall seek the consent of the Limited Partner Advisory Committee or other governance body before proceeding with a transaction subject to a material conflict.

6. Conflicts Committee

The Conflicts Committee comprises the Chief Compliance Officer, the Chief Risk Officer, the General Counsel, and the Head of Internal Audit. The Committee reviews material conflicts identified by Personnel or by Compliance, recommends mitigation, and escalates to the Investment Committee, the CEO, or the Audit Committee as appropriate. The Committee meets at least quarterly and on an ad hoc basis as needed.

7. Allocation of Investment Opportunities

The firm shall allocate investment opportunities among its managed funds in a manner consistent with the funds' governing documents and the firm's Allocation Policy. Allocations shall consider mandate fit, available capital, concentration limits, pacing, and tax and regulatory considerations. The Allocation Policy is reviewed annually by the Investment Committee and the Conflicts Committee.

8. Co-Investment Opportunities

Co-investment opportunities are offered to limited partners in accordance with the firm's Co-Investment Allocation Policy, which considers commitment size, prior co-investment participation, response time, and strategic alignment. The firm shall not condition co-investment on additional commitments to the firm's funds or on the receipt of incremental fees.

9. Cross-Fund Transactions

Transactions between or among managed funds (cross-fund transactions) are subject to heightened review. Cross-fund transactions require: (a) approval by the Investment Committee of each affected fund; (b) third-party valuation of the asset transferred; (c) prior notice to and, where required, consent of the Limited Partner Advisory Committee; and (d) documentation of the business rationale, the price determination, and the conflicts mitigation.

10. Principal Transactions

Principal transactions between a managed fund and the firm or its affiliates are subject to Section 206(3) of the Investment Advisers Act and shall be effected only with written disclosure to and consent of the affected fund. Principal transactions are reviewed by the Conflicts Committee and approved by the Chief Compliance Officer.

11. Side Letters and Most Favored Nation Rights

The firm may grant side letter rights to limited partners on terms consistent with fund governing documents. The firm maintains a most favored nation election process that permits qualifying limited partners to elect comparable rights granted to other limited partners in the same fund, subject to the thresholds set forth in the fund governing documents.

12. Escalation

Conflicts that cannot be mitigated to the satisfaction of the Conflicts Committee shall be escalated to the CEO and, in matters involving the integrity of the firm's controls or financial reporting, to the Audit Committee. Limited partners may raise conflicts concerns directly to the Chief Compliance Officer, the Audit Committee Chair, or through the channels described in the Whistleblower Policy.