CERITY PARTNERS OCIO LLC

This section of the Brochure contains a general description of Cerity Partners OCIO LLC (also referred to as we, us, our, the Adviser, the Firm or Cerity Partners OCIO), as well as information regarding our ownership structure, the types of advisory services we provide, the investment instruments we use, and how we tailor advisory services to client needs.

Cerity Partners OCIO provides Outsourced Chief Investment Officer-related services on a discretionary basis, primarily to private funds and institutional clients. The Adviser is registered with the U.S. Securities and Exchange Commission (SEC) as an "investment adviser" pursuant to the Investment Advisers Act of 1940, as amended (the Advisers Act). The Adviser is also registered with the Commodity Futures Trading Commission (the CFTC) under the Commodity Exchange Act of 1936, as amended (Commodity Exchange Act), as a commodity trading adviser (CTA), a commodity pool operator (CPO) and is a member of the National Futures Association (the NFA).

The Adviser is a wholly-owned subsidiary of Cerity Partners LLC (Cerity Partners). Cerity Partners is owned by Cerity Partners Equity Holding LLC. Cerity Partners Equity Holding LLC is owned by (i) Cerity Partners EOE LLC (which is owned by certain employees of Cerity Partners), and (ii) funds affiliated with Genstar Capital Partners LLC (Genstar) and Lightyear Capital LLC (Lightyear). Genstar, Lightyear and their affiliates do not have any role in the Advisers investment process related to the management of client assets.

This Brochure generally includes information about the Adviser and the Advisers relationship with clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only.

The Adviser provides discretionary investment advisory and other services, directly and indirectly, to private investment funds and co-investment vehicles, including partnerships and companies (collectively referred to as the Private Funds), along with administrative, risk management, research support, and other investment support services to certain Private Funds.

The Adviser provides advisory services to an investment management company that is registered with the SEC under the Investment Company Act of 1940, as amended (the 1940 Act) (the Registered Fund and, collectively, with the Private Funds, Funds).

The Adviser provides to certain clients including foundations, endowments, corporations, pension plans, other institutions and high net worth individuals (collectively referred to as the Advisory Clients) outsourced chief investment officer (OCIO) related investment advisory services. The Adviser monitors such accounts periodically as part of its standard services and manages these accounts on a discretionary basis.

The Funds, Advisory Clients and any other person to which the Adviser furnishes investment advisory services are collectively referred to in this Brochure as Clients. Persons and entities that invest in the Private Funds or the Registered Fund are referred to in this Brochure as Investors. With respect to the Private Funds and the Registered Fund, the Adviser provides investment advice and other services directly to the Funds and not individually to the investors in such Funds. Certain Investors may also be Advisory Clients or investment advisory clients of the Advisers affiliates.

The Adviser provides investment advice with respect to a broad range of domestic and foreign financial securities and instruments and other assets in a variety of forms. The Adviser currently manages client accounts on a discretionary basis. The Adviser may provide limited non-discretionary advisory services for Advisory Clients and may provide additional non-discretionary advisory services in the future. The Adviser offers advice with respect to, without limitation: (1) equity securities, including exchange-listed and over-the-counter securities, of both domestic and foreign issuers; (2) warrants; (3) corporate debt securities; (4) commercial paper; (5) municipal securities, (6) investment company securities and variable annuities; (7) United States government securities; (8) options contracts on securities and commodities; (9) futures contracts on securities and commodities; and (10) interests in partnerships and other forms of entities, including those investing in and developing real estate, oil and gas, and other energy-focused interests.

The Adviser also provides or, to the extent not currently provided, may provide investment advice with respect to the following, without limitation: foreign currencies; foreign currency forward contracts; foreign currency futures and related options; options on foreign currencies; repurchase agreements; reverse repurchase agreements; forward commitments; swap contracts and derivatives of all types; loan participations and assignments; index and other structured notes; investment companies of all types (including exchange traded funds (ETFs) and notes, registered investment companies, business development companies, collective investment schemes and unit investment trusts); contingent value rights; depository receipts; sovereign debt instruments; asset-backed securities; structured finance securities; distressed corporate bonds; bank debt; mezzanine debt; convertible securities; trade receivables; private investment vehicles, including, but not limited to, hedge funds, private equity funds and special purpose vehicles; secured and unsecured loans; commercial and consumer receivables; leases; litigation and arbitration claims; leveraged loans; property and casualty insurance; and interests in, or related to, equipment, commodity lending, partnerships, intellectual property, project finance, infrastructure, trade finance, and commercial and residential mortgage asset classes. Other types of investments with respect to which the Adviser provides or, to the extent not currently provided, may provide investment advice include ownership of real (directly and indirectly) and personal property, corporate and personal obligations or contracts (in cash or synthetic structures); equipment trust certificates, private trust certificates, and other trust certificates; investments in residential value insurance; joint ventures; investments in or involving loan servicing operations, among others; secondary transactions and direct co-investments or co-investments via a commingled investment vehicle.

Clients may ask the Adviser to, and the Adviser may, provide investment advice and other services with respect to other investment securities and instruments as is consistent with each respective Clients investment objective.

The IMAs and, as applicable, offering documents for any Client generally set out the investment guidelines, restrictions and/or types of investments in which the Clients assets may or may not, as applicable, be invested. The Adviser also may be permitted to invest Client assets in all other types of investments, provided they are not specifically prohibited by the applicable investment guidelines or other restrictions, such as applicable law. For Advisory Clients, advisory services are tailored to the individual needs, investment objective and guidelines of each such Client.

The Adviser does not participate in any wrap fee programs.

As of December 31, 2025, the Adviser has approximately $21,132,697,705 of client regulatory assets under management on a discretionary basis, and $0 assets managed on a non-discretionary basis.

As of December 31, 2025, the parent company of the Adviser, Cerity Partners and its affiliates (including the Adviser) advise on $166,196,297,161 in client assets. This includes assets for which Cerity Partners and its affiliates provide recommendations and investment implementation, as well as those assets for which Cerity Partners and its affiliates provide recommendations and comprehensive reporting but not implementation of investment recommendations. As of December 31, 2025, Cerity Partners and its affiliates manage $145,715,140,959 in client assets on a discretionary basis and $15,960,383,182 in client assets on a non-discretionary basis.