CHURCHILL ASSET MANAGEMENT LLC

As of December 31, 2025, CAM’s regulatory assets under management were approximately $56 billion, all of which are managed on a continuous basis. Churchill, founded in 2015, is a majority-owned indirect subsidiary of Nuveen, LLC (“Nuveen”), the investment management division of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a stock life insurance company organized under New York law that operates without profit by the terms of its charter. CAM manages investments across the capital structure of middle market private equity firms and their portfolio companies. CAM provides investment advice and investment management services with respect to first lien senior secured loans (including unitranche loans) (“senior loans”), second lien, junior secured or unsecured mezzanine debt and hybrid capital instruments (“junior capital”), as well as equity co-investments, private equity fund commitments and secondary market investments in private equity fund interests (“private equity”). Senior loans and junior capital investments are made principally to private U.S. middle market companies whose typical profile is consistent with below-investment-grade debt ratings categories and that are, in most cases, controlled by private equity investment firms. Senior loans typically pay interest at rates that are determined periodically on the basis of a floating base lending rate, such as the Secured Overnight Financing Rate (“SOFR”), plus an additional margin and/or original issue discount. “Unitranche” loans are senior loans that typically have a first lien on all assets of the borrower but have leverage levels comparable to a combination of first lien and second lien or subordinated loans. Investments rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds,” and may be considered high risk compared to debt instruments that are rated above investment grade. Junior capital investments are subordinated or junior secured debt instruments, predominantly comprised of current-pay debt securities (but may also include certain types of non-cash pay or pay-in-kind securities). Junior capital investments are often made alongside private equity sponsors, typically in middle market companies. Such investments often include structural protections and stable contractual returns with upside potential that compare favorably to other fixed income investments. Private equity investments are made in funds or other investment vehicles including private investment fund interests acquired through secondary market purchases or GP-led investments in secondary transactions, controlled and/or managed by a diverse network of almost exclusively unaffiliated third-party private equity fund sponsors. Underlying fund strategies include junior debt and credit strategies, buyout strategies, venture capital and growth equity strategies. Equity

co-investments are made principally alongside private equity sponsors in middle market companies, with a target on growth-oriented businesses with a broad industry focus. CAM provides portfolio management services to (i) pooled investment vehicles, operating as private investment funds, including collateralized loan obligations (“CLO”) vehicles, collateralized fund obligation (“CFO”) vehicles, open-end and closed-end funds and single investor funds, (ii) investment companies registered under the Investment Company Act of 1940, as amended (the “Company Act”) and business development companies that have elected to be regulated under the Company Act, (together “Regulated Funds”) ((i) and (ii), collectively, “Funds”) and (iii) institutional or other large individually-managed accounts for sophisticated clients (“Managed Accounts”). In addition, CAM provides sub-advisory services to other investment advisers who in turn advise their clients (“Adviser Clients”). Funds, Regulated Funds, Managed Accounts and Adviser Clients are collectively referred to as “Clients”. Affiliates of the CAM serve as general partner of certain Clients. Prior to June 30, 2023, certain Clients of CAM were sub-advisory clients of Nuveen Alternatives Advisors LLC (“NAA”) and Churchill DLC Advisor LLC, which are both affiliates of CAM and indirect subsidiaries of Nuveen, LLC. On June 30, 2023, the advisory relationships for those clients of CAM that were sub-advisory clients of NAA were transferred and assigned to CAM, such that CAM thereafter became the primary adviser to such Clients. As of December 31, 2025, CAM acts as primary adviser to all of its Clients, other than Nuveen Churchill Direct Lending Corp. and Nuveen Churchill Private Capital Income Fund, for which CAM acts as sub-adviser to Churchill DLC Advisor LLC and Churchill PCIF Advisor LLC, respectively. CAM has full discretionary authority with respect to the investment decisions of its advisory clients, unless otherwise specifically specified by the Client. All such investment advice is provided in accordance with the investment objectives and guidelines set forth in each client’s offering memoranda, prospectuses, registration statements, limited partnership agreements, investment management agreements and or other relevant offering document or constituent documents (collectively, “Operative Documents”). Operative Documents include the collateral management agreement, offering circular and indenture in the case of a securitization vehicle. Investment decisions and advice with respect to separately managed accounts will be provided in accordance with the investment objectives and guidelines set forth in the relevant investment management agreement, to which the relevant account owner is a party as well as any other instructions or restrictions that the relevant account owner may provide.

For its investment advisory services provided to Clients, the CAM or an affiliated entity will typically receive a base management fee at an annual rate of approximately 50 – 150 basis points

based on gross and/or net assets under management (“basic fee”), such fees are generally deducted from Client accounts. The fee structure for CLOs and CFOs are largely determined by the market for the products and may fluctuate over time. The specific management fees and the manner in which such fees are charged by CAM are disclosed in the relevant Operative Documents to which the Client is a party, with CAM. As a general matter, fees paid to CAM for its services rendered in connection with managing the following types of investment vehicles are also described below. Separate Managed Account Fees Fees for advisory services provided to separately managed accounts, CAM bills its clients periodically (which can be as often as monthly) for the management fees for separately managed accounts. The basic fee schedules charged by CAM for separate accounts are based on a percentage of the total or average gross and/or net assets of each account as of a particular determination date and will vary per mandate and may also include an incentive fee charged on a percentage of profits or earnings above a particular threshold. The minimum account size is, generally, not less than $100 million. Pooled or Commingled Investment Account Fees Fees for advisory services provided to pooled investment vehicles (e.g., commingled unregistered funds, business development companies (“BDCs”) and closed end funds registered under the Company Act) are established at a rate based on each investment vehicle’s particular circumstances, including its investment program, tax, regulatory and contractual restrictions, and any requirements of applicable law. Fees for such services will be set forth in the Operative Documents for such client account,. Pooled investment accounts typically have higher fees and expenses than large separate accounts because there are certain administrative and fund expenses that do not exist for separate accounts. Pooled investment accounts each have their own investment parameters as described in their offering materials and may offer breakpoints on fees for larger investments. From time to time, CAM may enter into negotiated fee arrangements that, in light of a particular investor’s special circumstances, may result in fee schedules that differ from the basic fee schedules referenced above. Such circumstances may include, without limitation, the type of relationship such investor has with CAM; the complexity and extent of services provided; whether a new account is expected to grow rapidly; the number of different accounts and total assets under management for that investor (and its affiliates or related persons); the investment product mix selected by the investor across any applicable funds or mandates in which it invests, and other circumstances or factors that CAM deems relevant. Additionally, CAM from time to time enters into economic and/or other fee sharing

arrangements with respect to one or more Clients and/or certain limited partners thereof, the rights of which will not generally be made available to other limited partners. Agented Loans Senior loans and junior capital investments purchased for certain accounts may be subject to certain administration and agency provisions, pursuant to which CAM or its related persons may act as the administrative agent and/or collateral agent or in a similar capacity. Under these arrangements and consistent with market practice for senior loans and private credit investments generally, the obligors with respect to such transactions will typically grant a lien to the agent on behalf of the lenders and / or secured parties, including any accounts that hold such investment. The agent is responsible for receiving and distributing payments on the debt instrument to the lenders or holders, and for administering and enforcing remedies under the documentation thereof. The agent may arrange for a third-party sub-agent to carry out any or all of such services. The documentation for the applicable debt instrument may permit the agent to resign with notice but may not in all cases permit the holders of such instrument to cause such agent to be removed. CAM or its related persons will receive compensation from borrowers for such agency services, which compensation generally will not offset any other fees paid to CAM for investment advisory services. Transaction Fees In connection with certain investments (e.g., senior loans), CAM or its affiliates will receive sourcing, syndication, arrangement, structuring, origination and/or similar fees from portfolio companies or their owners (“Arrangement Fees”). CAM may receive Arrangement Fees on investments in which one or more Client invests. The receipt of Arrangement Fees by CAM could create conflicts of interest as such fees could incentivize CAM to invest in and/or favorably negotiate financing terms with such portfolio companies. To mitigate such potential conflicts of interest, CAM’s investment risk procedures are designed to ensure that CAM underwrites such investments for purposes of its client accounts without regard to such potential economic benefits to CAM. CAM may agree on a case-by-case basis to wholly or partially offset such Arrangement Fees against management fees charged to a Client that invests in the related portfolio companies in connection with which Arrangement Fees are received. To mitigate the risk that CAM allocates investments to Client accounts for which any such full or partial waiver does or does not apply, CAM’s investment allocation procedures are designed to ensure that each Client account is allocated investment opportunities in all or substantially all senior loans sourced by CAM on a fair and equitable basis over time (including those for which no Arrangement Fees are received by CAM). CAM’s Fees in General

Investment management fees payable by a Client to CAM are exclusive of transaction costs. In addition, Clients may incur certain other charges imposed by custodians, brokers, distributors and other third-parties, such as fees charged by managers, custodial fees, deferred sales charges, oddlot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The charges, fees and commissions discussed above are exclusive of and in addition to CAM’s fee, and CAM shall not receive any portion of these commissions, fees, and costs. CAM may also charge fixed-fees for certain Client accounts and may charge fixed fees for ancillary services, such as asset transfers or other services associated with administering Client directions or investment guidelines. Costs and Expenses CAM may incur administrative and/or third-party out-of-pocket costs and expenses for or on behalf of each or certain of its Clients, including those associated with the investment and other investment management related activity of the particular Client. To the extent that CAM or its affiliates incur or otherwise advance amounts related to such fees, costs and expenses, such persons will be permitted to be reimbursed (directly or indirectly) by the Client, (or such or Clients and/or co-investors, as applicable) at the same time or different times, as the case may be to the extent permitted in the relevant Operative Documents . In the case of costs and expenses that are incurred on behalf of more than one Client, CAM will allocate such costs and expenses on a fair and equitable basis. If the Operative Documents for a particular Client do not permit the allocation of such costs and expenses to the Client, then any portion of such costs and expenses will be borne by CAM or its affiliates, unless otherwise agreed to in writing by the Client. If the Operative Documents for a particular Client do permit the allocation of such costs and expenses to the Client (or if the client otherwise approves), then such costs and expenses will be paid by the Client directly or reimbursed to CAM or its affiliates that initially paid the relevant costs or expenses. In any such instance, each Client will be allocated no more than its appropriate share of such cost and expenses, which will be determined in accordance with expense allocation factors designed to ensure a fair and equitable allocation of such costs and expenses. Allocations of costs and expenses will, in certain circumstances, be calculated based on the Client's assets under management, capital commitments, invested capital, exposure to the particular investment giving rise to such costs and expenses, or other relevant considerations or metrics, as determined by CAM in good faith pursuant to the terms of the applicable Operative Documents. In connection with private Fund investments, CAM has entered (and will in the future enter) into co-investment opportunities alongside current or prospective investors in such private Funds under which the investors are expected to bear less overall fee relative to the private Fund or other

investors, to the extent permitted by applicable law. CAM may excuse a particular Client from certain costs and expenses after consideration of any special or unique facts or circumstances applicable to such Client. In such circumstances, costs and expenses that would otherwise have been paid or reimbursed by the Client who was excused will be allocated to CAM or its affiliates. Each Client will typically be responsible for all expenses related to its operation, including all costs and expenses of maintaining the operations of the Client and its investments paid by or on behalf of the Client. The Operative Documents of each Client provide a description of any additional fees and expenses for which such Client would be responsible in addition to the management fees and any performance-based allocations or fees (see Item 6 – PerformanceBased Fees and Side-By-Side Management below).

Investment Strategies CAM manages investments in senior loans, junior capital and private equity asset classes, with particular focus on such investments that have exposure (directly or indirectly through private equity) to middle-market companies with approximately $10 million to $100 million EBITDA with below investment grade profiles. CAM’s investment strategy is focused primarily on originating investments through an extensive network of relationships with private equity investment firms, other middle market lenders, financial advisors and experienced senior management teams. Senior loans and junior capital investments will generally range between $20 million and $300 million, although the size of investments may exceed this range as the business grows or as market conditions and/or client investment capacity may warrant. This summary should not be interpreted to limit CAM’s investment activities in any way. CAM may offer any advisory services, provide advice with respect to any investment strategies and make any investments, including those that may not be described in this Brochure, that CAM considers appropriate, subject to each client’s investment objectives and guidelines. Clients should understand that all investment strategies and the investments made pursuant to such strategies involve risk of loss, including the potential loss of the entire investment, which clients should be prepared to bear. The investment performance and the success of any investment strategy or investment can never be predicted or guaranteed, and the value of a Clients’ investments will fluctuate due to market conditions and other factors. The investment decisions

and actions taken to manage client assets are subject to various markets, liquidity, currency, economic, political, and other risks, and investments may lose value. Methods of Analysis Senior Lending and Junior Capital Investments With respect to its direct lending investments in senior loans and junior capital instruments, CAM performs significant research into each prospective investment and disposition. This includes a strong credit orientation that (a) focuses on companies with experienced senior management teams, leading market positions and strong historical and projected cash flow, (b) engages in extensive financial accounting, legal and environmental due diligence, (c) focuses on companies with conservative capital structures and (d) looks for significant equity investment from the private equity investment firms and their senior management teams, as well as a history of working cooperatively with their debt financing partners and investing additional equity capital in the portfolio companies, if needed. For each investment, CAM implements a regimented credit monitoring system that involves ongoing review and analysis, enabling CAM to identify issues early, assist borrowers and work with other lenders before difficult liquidity constraints present themselves. Private Equity Funds, Secondaries and Co-investments With respect to its private equity investments, CAM aims to be highly selective while moving quickly to meet the capital needs of the third-party private equity funds and companies in which it invests. CAM believes that its ability to execute a deliberate and scalable investment process enables it to act quickly, which is crucial to its position as a preferred co-investment partner. The private equity investment process consists of distinct phases during which the investment team applies a thorough, consistent and disciplined approach to investment evaluation, at any stage of which an investment may be declined. These phases include initial vetting and structuring review, during which marketing materials and financial models are reviewed and analyzed, an early assessment covering transaction structure and the private equity sponsor’s investment thesis, during which key risks and due diligence issues are identified, and comprehensive due diligence with the target fund or company, leading to final investment committee review. Material Risks The information contained in this Brochure cannot disclose every potential risk associated with an investment strategy, individual investment, or all risks applicable to any given Client. Rather, it is a general description of the nature and risks of CAM's strategies and related investments. This summary is qualified in its entirety by reference to the Operative Documents that apply to Client accounts that are managed by CAM (as referred to in this section, "Accounts"). Prospective investors should carefully read the Operative Documents before making an investment in an

Account. Below are a few of the key risks associated with such investments (some of which will not apply to a particular investment): Account Structure Risks — The performance of a strategy could be adversely affected by a number of structural aspects of a strategy, including the impact of: side letters with certain investors which will give that investor specific rights, privileges and benefits not applicable to all investors, the illiquidity of unregistered strategies, the effect of fees and expenses on performance, defaulting investors, indemnification and the return of prior distributions made to investors, holding investments beyond the targeted return period, and no assurance of confidentiality of information shared by investors. Allocation Risks — CAM seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with their respective allocation policies. Additionally, in order to allocate investment opportunities among its affiliates, private funds and institutional separate accounts alongside certain accounts regulated under the Company Act, certain CAM Regulated Funds, their investment advisers, and certain other related entities received an exemptive order from the SEC (Company Act Release No. 35705) (the "CoInvestment Order") that permits such co-investing that would otherwise be prohibited under the Company Act. Due to the application of conditions under the Order, from time to time there could be limits or other impacts on an Account's ability to participate in an investment opportunity, by, for example, adversely impacting the price paid or received by an Account, including commission prices; adversely impacting the size of a position purchased or sold by an Account; precluding an Account from participating, or delaying an Account's participation, in an investment; or limiting the rights that an Account may exercise with respect to an investment. In situations where such co-investment is limited or impacted under the Order, CAM must decide which Accounts will proceed with the investment. CAM makes these determinations based on its allocation policy and procedures, which generally require that such opportunities be offered to eligible accounts on a basis that will be fair and equitable over time and which takes into consideration the ability of the relevant account(s) to acquire securities in an amount and on terms suitable for the relevant transaction. However, the participation of any Account in any particular transaction opportunity cannot be guaranteed. Additionally, CAM's allocation procedures contemplate that CAM will set target hold amounts for its Accounts, which are intended to achieve a high level of investment diversification in each Account. Target hold and level of concentration are dependent upon various factors, including written investment guidelines, stated investor preference, the committed capital available to the Account and overall market conditions, and such target hold amounts may be less than the

maximum hold position permitted under the investment restrictions applicable to a particular Account. As a result, additional investment capacity may exist beyond total client Account capacity, which may result in excess investment opportunities being allocated to co-investment vehicles. Anti-Money Laundering Requirements Risks — Pooled vehicles domiciled in Luxembourg and other non-U.S. jurisdictions may be subject to additional anti-money laundering and sanctions requirements than are applicable to U.S.-domiciled vehicles. Such accounts may be ineligible to participate in some investment opportunities as a result of these requirements, and investment outcomes may differ as a result. Additionally, while CAM uses commercially reasonable efforts to comply with any such screening requirements required under the laws of these non-U.S. jurisdictions where required, CAM may ultimately be unable to ensure compliance with such requirements, especially to the extent that they conflict with U.S. laws or require the participation or assistance of third parties. Artificial Intelligence Risks — The use of artificial intelligence technologies presents risks that could adversely affect CAM's operations, investment decisions, and the business of portfolio companies. Recent technological advances in artificial intelligence and machine learning technology may pose risks to CAM and its portfolio companies. CAM and its affiliates may utilize artificial intelligence tools in business activities, including generative artificial intelligence technologies, machine learning, data analytics, and aggregation tools. The use of artificial intelligence is in its early stages, and ineffective or inadequate development or deployment could be costly and may involve unforeseen difficulties, such as undetected errors or material performance issues. Additionally, whether or not known to CAM, third-party service providers or other counterparties of CAM or its portfolio companies may use artificial intelligence and machine learning technology in their own business activities. Because artificial intelligence is reliant on the collection and analysis of large amounts of data, the effectiveness of the results generated by such technology could be impacted by inaccuracies and/or errors, which may be material. To the extent that CAM or its portfolio companies are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse impacts on investments. Artificial intelligence and its applications, including in the investment management and capital markets industries, continue to develop rapidly, and it is impossible to predict the future risks applicable to CAM that may arise from such developments. In addition, regulators are increasingly scrutinizing and considering regulation of the use of artificial intelligence technologies. CAM cannot predict what, if any, actions may be taken or the impact such actions may have on business and results of operations. Uncertainty in the legal and regulatory regime relating to artificial intelligence, such as evolving review by the SEC, the U.S. Federal Trade Commission, and other U.S. and non-U.S. agencies and regulators, may require

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CAM generally provides its services and markets its Client accounts to sophisticated investors, namely institutional investors and high-net worth individual investors capable of understanding the risks of their investments, including the following types of investors: insurance companies; public and private retirement and pension plans; sovereign wealth funds; charitable organizations (e.g., endowments and foundations); family offices; investment companies; corporations, hedge funds and funds of funds, and high net worth individuals and their trusts, and other institutional investors other than those listed herein. Investors in Client accounts are required to meet certain suitability and eligibility requirements as set forth in each Accounts Operative Document and/or managed account agreement. In addition, the minimum investment amount for CAM Account is stated in the applicable Operative Documents and is subject to waiver. CAM also provides investment advisory and investment subadvisory services to Regulated Funds that are marketed to retail investors.

Certain Clients are charged performance-based fees as follows:   

a percentage of excess returns above a stated rate or designated benchmark rate of return; an incentive fee, such as a success incentive fee upon realizing a defined percentage of annual capital gains; and/or other incentive fee as defined in a relationship’s operating documents.

Performance-based fee accounts that are managed alongside asset-based fee accounts create a conflict of interest, as they may incentivize CAM to favor the performance-based fee accounts over others. For example, such performance-based compensation arrangements could create an incentive for CAM to recommend riskier investments to Clients with subject to these arrangements in generate performance fees, or to allocate higher-yielding investments to those Clients. Additionally, performance-based compensation arrangements that include capital gainbased fees could incentivize CAM to seek to realize such gains or otherwise earn such capital gain-based fees through portfolio management activities that might not otherwise be in the best interest of the Client. Each of these circumstances could create a potential conflict of interest, particularly when viewed in relation to Clients whose accounts are not subject to a performancebased compensation arrangement. To mitigate the risk of these potential conflicts of interest, CAM has instituted policies and procedures (such as the investment allocation procedures described in Item 12 – Brokerage Practices) to ensure that investment opportunities are made available to all client accounts and allocated on a fair and equitable basis over time, without regard to such compensation arrangements.

TIAA constitutes the ultimate principal majority owner of CAM and is considered a control person of CAM. CAM is wholly-owned by Nuveen Private Capital LLC, which in turn is majority-owned by Nuveen Alternative Holdings LLC, an indirect subsidiary of Nuveen, LLC,

which is a direct subsidiary of TIAA. For additional information regarding CAM’s ownership structure, please see Form ADV Part 1, Schedules A and B. In September 2025, Nuveen Private Capital, entered into a strategic partnership with Hunter Point Capital (“HPC”), an independent investment firm that provides capital solutions and strategic support to alternative asset managers, and Temasek, a global investment company headquartered in Singapore. HPC and Temasek made minority investments in Nuveen Private Capital and Temasek will provide long-term capital commitments to the platform’s new and existing strategies. Nuveen maintains its majority ownership of Nuveen Private Capital, with Churchill and Arcmont Asset Management LLC senior management and employees retaining minority stakes. The transaction will have no impact on Churchill’s investment strategy or processes, leadership or day-to-day operations. CAM has arrangements with related persons that are material to its advisory business and to its Clients. TIAA’s other financial industry entities may be considered affiliates of CAM under various regulatory regimes, including the Investment Advisers Act of 1940, as amended (“Advisers Act”). TIAA subsidiaries include various financial industry entities, including brokerdealers, other investment advisers, commodity pool operators and/or commodity trading advisors, banking or thrift institutions, insurance companies or agencies, sponsors or syndicators of limited partnerships, and sponsors, general partners, or managing members of pooled investment vehicles, among other entities. For further information regarding these subsidiaries, please see Exhibit A. At any given time, each of CAM, on one hand, and TIAA and its affiliates, on the other hand, will engage in their own respective commercial activities with a view toward advancing their own respective business interests. These activities and interests potentially include multiple advisory, transactional, financial, and other interests in securities, financial instruments and companies, and a wide variety of financial services activities. CAM is committed to putting the interests of its Clients first and seeks to act in a manner consistent with its fiduciary and contractual obligations to its Clients and applicable laws. At times, CAM may determine in an exercise of its discretion, to limit or refrain from entering into certain transactions for some or all Clients in order to seek to avoid a potential conflict of interest, or where the legal, regulatory, administrative or other costs associated with entering into the transaction are deemed by CAM to outweigh the expected benefits. Further, certain regulatory and legal restrictions or limitations and internal policies may restrict certain investment activities of CAM on behalf of its Clients. For example, CAM’s investment activities with respect to certain securities, issuers, regulated industries and non-U.S. markets may be restricted where applicable laws or regulations impose limits or burdens with respect to exceeding certain investment thresholds when aggregated with its affiliates. To the extent permitted by the Advisers Act and other laws, as applicable, CAM may give advice, take action or refrain from acting in the performance of its duties for certain client accounts that

may differ from such advice or action, or the timing or nature of such advice or action, for other client accounts including, for example, for Clients subject to one or more regulatory frameworks. TIAA affiliates market, distribute, make referrals of, use and/or recommend CAM’s investment products and services (including accounts and pooled investment vehicles, and investment advisory services) and such affiliates pay and receive fees and compensation in connection thereto. As a result of the potential additional economic benefit to CAM and/or its affiliates resulting from such activities, there is a potential conflict of interest for CAM, which CAM seeks to mitigate in a variety of ways, depending on the nature of the conflict, such as through oversight of these activities. To the extent permitted by applicable law, CAM will in certain circumstances delegate some or all of its responsibilities to one or more affiliates, including affiliated investment advisers. CAM’s affiliation with these entities creates an incentive for CAM to initially delegate and maintain the delegation of its responsibilities to such entities, rather than unaffiliated thirdparty firms. CAM’s affiliates may likewise delegate some or all responsibilities to CAM. Affiliated broker-dealers and their personnel act as distributors with respect to CAM vehicles and may promote and provide marketing support to affiliated client accounts. Broker-dealer personnel are internally compensated for those activities. Such distribution activities are subject to the broker-dealer’s own procedures.

CAM has adopted a Code of Ethics under Rule 204A-1 of the Advisers Act (the “Code of Ethics”). Employee Personal Trading The Code of Ethics governs, among other things, the personal trading activities of certain employees or “access persons” and members of their households. Access Persons must at all times place the interests of CAM Clients above their own. In addition: 1. Access Persons may not attempt to profit personally from their knowledge of recent or contemplated transactions in Client accounts. Access Persons must act in a manner consistent with that of a fiduciary with respect to client accounts. As a result, Access Persons must conduct all personal securities transactions consistent with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of a position of trust and responsibility. 2. Access Persons may not purchase or sell a security when they have actual knowledge that a Client account will be trading in that security (or a Related Security). While Access Persons and their household members may invest in securities that may also be purchased or held by client accounts, they must also generally pre-clear and report all transactions involving securities covered under the codes. In addition, “access persons” must generally provide

duplicates of all trade confirmations, account statements and other brokerage account reports to the personal trading compliance oversight unit for review. The Code of Ethics restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit “access persons” to invest in the same securities as Clients, there is a possibility that “access persons” might benefit from market activity by a client in a security held by an “access person.” The Code of Ethics is designed to ensure that the personal securities transactions, activities and interests of the “access persons” will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing “access persons” to invest for their own accounts. Under the Code, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of CAM’s Clients. “Access person” trading is continually monitored under the Code of Ethics to reasonably prevent conflicts of interest between CAM and its Clients. CAM will provide a copy of the Code of Ethics to any Client or prospective client upon request. All “access persons” must acknowledge the terms of the Code of Ethics annually, or as amended. Participation or Interest in Client Transactions Although CAM’s investment strategy focuses on investing in private equity and private middlemarket loans or debt instruments, and not publicly traded securities, CAM may purchase or sell securities for its Clients in which CAM or a related person may have a position or financial or other interests and may buy or sell for itself securities that it also recommends to its Clients. CAM has established a variety of restrictions, procedures and disclosures designed to address any potential conflicts of interest that may arise as a result of these arrangements. Pursuant to these policies, any principal or cross transaction must be fair and equitable in accordance with the requirements of Section 206(3) of the Advisers Act. In addition, unless otherwise executed after consultation with compliance and legal personnel, the sale price and purchase price in all principal transactions and cross transactions will be the market value of the securities. CAM may at times find it appropriate to engage in certain types of “cross trading” among its managed or affiliated accounts, as permitted by applicable law or regulation. The use of cross trading, when appropriate, can benefit clients by minimizing various costs, including brokerage commissions, market price impact, custody fees, and transfer taxes, and by enabling client accounts to access investments not readily available in the secondary market. CAM has developed policies and procedures with respect to cross transactions, as well as principal transactions arising under Section 206(3) of the Advisers Act. Such policies and procedures are designed to ensure that such transactions are carried out in compliance with applicable laws. Transactions covered by these policies and procedures include:

1. Cross transactions where CAM executes transactions between two accounts managed by CAM; and 2. Principal transactions where CAM, acting for its own account or that of an advisory affiliate, buys an investment from, or sells an investment to, its client’s account. Principal Transactions With respect to principal transactions, the policies and procedures require that CAM must disclose its role in the transaction to the client in writing and obtain the client’s consent before the transaction settles. All such transactions are conducted at fair market value, as determined in accordance with CAM’s valuation policies and procedures. The same is true for transactions between CAM’s Clients and its advisory affiliates. A firm’s advisory affiliates include: (i) all officers and directors (or any person performing similar functions); (ii) all persons directly or indirectly controlling or controlled by or under common control with the adviser; and (iii) all current employees other than those performing clerical, administrative, support or similar functions. Agency Cross Transactions Agency cross transactions are trades ordered by an adviser in which the adviser or an affiliate: (i) acts as agent for both the purchaser and seller of the relevant investment, and either the purchaser or seller, or both, are advisory clients; and (ii) the adviser or an affiliate receives compensation for so acting as agent above and beyond the investment management fees that the adviser stands to receive in the ordinary course of managing the assets of such clients(s). CAM is not a brokerdealer and does not trade through any affiliated broker-dealers and, therefore, does not expect to engage in any agency cross transactions. Other Cross Transactions CAM may arrange for cross transactions other than agency cross transactions. In such instances, CAM must ensure that the transactions do not disadvantage and is in the best interest of each client involved, and that the investments are suitable and appropriate for the client(s) acquiring or disposing of the investment(s). Cross transactions must be (i) permissible und the client’s organizational and advisory agreement(s), as applicable, (ii) executed consistently with the adviser’s duty to obtain best execution, and (iii) priced in accordance with applicable valuation policies and procedures, such that the execution price is attractive to both the buyer and the seller. Investment Criteria In general, CAM’s investment decisions are limited by the investment criteria established for each Client and CAM’s own internal guidelines. In making any investment decision, CAM will consider many factors, including but not limited to, the client’s policies and restrictions,

investment objectives, issuer, industry and sector concentration, tax implications and the size of the investment in relation to the account. Each potential investment undergoes a rigorous review process taking into account various factors including, historical and projected performance, quality of management, transaction structure and current economic condition. In structured transactions, credit enhancement, payment waterfalls, and other structural features are considered. The quality of the underlying collateral in each transaction is assessed using historical performance data, prepayment characteristics and various stress tests and stimulations. CAM also analyzes the issuer or service from a credit perspective, taking into account the financial strength of the entity, the sector in which it operates and the market conditions confronting such business. CAM evaluates the relative value of each transaction and negotiates pricing. Finally, investment decisions are made by the appropriate individuals or committee in a standardized authorization process. CAM, when appropriate, will advise its Clients to invest in securities or loans that are being purchased for its ultimate parent, TIAA. CAM has an established allocation policy to ensure that the purchased investments are allocated fairly.

CAM will generally acquire and dispose of investments in privately negotiated transactions. As a result, CAM will infrequently use brokers in the normal course of business. Although these transactions will not involve brokers or brokerage commissions, assignment fees are often charged by an administrative agent for loans. Fees may be payable when buying and selling bank loans. CAM may buy or sell securities directly from or to a dealer acting as principal at prices that include markups or markdowns. Investment Allocation Policy and Procedures CAM has established policies and procedures for aggregating and allocating investment opportunities in private equity, junior capital and senior loans, which are intended to mitigate the risk that one or more client investment portfolios managed by CAM unfairly benefit from tradingand investment- related activity conducted at the expense of one or more other portfolios in cases when CAM conducts trading or investment activity for multiple portfolios. The allocation policy also governs how investments are exited and how allocations may be made where capacity exists for an investment in excess of the capacity required to satisfy the recommended allocation. It is CAM’s policy to allocate investment opportunities for the benefit of its Clients; (i) in a manner that is fair and equitable to its Clients over time; and (ii) consistent with applicable laws, rules and regulations that may apply to each respective Client. The policy and procedures are intended to address the risk that investment allocation decisions do not; (i) unduly favor one account at the expense of another, including any proprietary or personal accounts of CAM or its officers or employees; (ii) generate high fees or greater

performance compensation; (iii) develop or enhance a relationship with a client or prospective client; (iv) compensate a client for past services or benefits rendered to CAM or to induce future services or benefits to be rendered to CAM; (v) benefit customers of an affiliate, or attract customers of an affiliate in any related business, if such allocations do not independently benefit CAM Clients; or (vi) manage or equalize investment performance among different client accounts. Under the procedures, each account will be reviewed to determine whether the new proposed investment is eligible in accordance with the underlying account/fund documentation (eligibility criteria or limits). Eligible accounts generally will be allocated their pro rata share based on annual capacity, subject to adjustment for investment- or account-specific parameters or considerations. Annual capacity is the planned total investment amount, inclusive of leverage, of each account per year as adjusted for new accounts added during the year. Appropriate allocation adjustments will be identified in accordance with certain considerations specific to the investment or account (e.g., investment guidelines or restrictions which may apply to an account, target hold amounts established to ensure appropriate levels of investment diversification, or investment limitations arising under applicable law or regulation, as advised by counsel) and the remaining eligible accounts will be allocated their pro rata share based on the annual capacity of each remaining eligible account (as adjusted pursuant to such adjustments). If an initial order cannot be filled in its entirety, each account will receive its pro rata share based on the annual capacity of each account. CAM may decide to withdraw or reduce an allocation to a particular account if the amount allocated is too small in size or value or if the allocated amount does not comply with limits described in the relevant Client’s Operative Documents, limits set by rating agencies for CLO transactions, or to the extent such allocation will not have a meaningful impact on the portfolio. Partial sales of investments will be allocated pro rata based on each account’s outstanding hold position at the time of the sale. CAM may decide to withdraw or reduce a partial sale amount of a particular account (e.g., if such sale is other than for fundamental credit concerns, and such account is not impacted by the event or circumstance causing other accounts to sell such investment). If an investment is being sold for credit reasons, then it is generally expected that all accounts will be allocated their pro rata share of the partial sale amount.

As described in Item 5, CAM or its related persons receive compensation from borrowers for agency or other sourcing and arrangement services, which compensation generally does not offset any other fees paid to CAM for investment advisory services. CAM enters into agreements with promoters to compensate them for referrals of Clients seeking advisory services or for their placement agent activities in connection with private funds managed by CAM. The types of promoters CAM may engage include registered broker-dealers, brokerdealers exempt or otherwise exempted from registration (e.g., the trust department of a bank), foreign brokers or placement agents and other financial professionals. These promoter arrangements and CAM’s related activities will comply with Rule 206(4)-1 of the Advisers Act, which allows compensation only pursuant to a written agreement that (1) describes the activities to be performed by the third party and the compensation to be provided, (2) contains a promise by the third party that it will perform its activities consistent with CAM’s directions and the Advisers Act and related rules, and (3) requires the third party to provide the potential investor with certain mandatory disclosures. In addition, CAM compensates its personnel or affiliates’ personnel for referring Clients or investors to CAM. Any such compensation will be in accordance with Rule 206(4)-1.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of CAM or the integrity of CAM’s management. At this time, there are no CAM-specific reportable events to disclose. Please see Form ADV Part 1, Disciplinary Reporting Pages (“DRP”) section, for additional disciplinary information. The disciplinary settlements do not involve CAM; however, the matters are disclosed because CAM is an indirect majority-owned subsidiary of TIAA.

Portfolio managers review on a coordinated basis all Client accounts for which they are responsible. CAM’s investment committees also monitor the performance of Client accounts on a regular basis. Client account reviews includes, but is not limited to, , any changes in firm policy or the objectives

and needs of the Client; changes in market conditions or changes of security positions, the current structure of the portfolio; if appropriate, the tax consequences of any transactions, and the effect on the portfolio of any known additions or withdrawals from the account in the future. CAM generally delivers unaudited performance reports on a monthly or quarterly basis to certain Clients, as specified in the Operative Documents of such Clients and provides audited financial statements to CAM Fund investors annually,. CAM can elect to provide different levels of reports to investors.

Due to certain arrangements between CAM and its affiliates, on the one hand, and certain Client accounts, on the other (e.g., where an affiliate of CAM acts as the general partner to a pooled investment vehicle), CAM is deemed to have “custody” of one or more client accounts from time to time within the meaning of Rule 206(4)-2 under the Advisers Act. In accordance with the rule, CAM ensures that investors in such accounts receive audited financial statements within 120 days following the fiscal year end of such accounts (or such longer period as may be permitted for funds-of-funds). With respect to Managed Accounts, CAM seeks to ensure that a qualified custodian is assigned by the relevant client to hold and maintain such client’s assets and provide required account

statements to the Clients. In all cases, CAM uses qualified third-party custodians to custody Client securities. CAM urges investors to carefully review all statements from qualified custodians and compare such official custodial records to the account statements that we may provide to you. CAM’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

CAM has discretionary authority to manage Client assets. CAM’s authority is subject to certain limits, including the Clients’ investment objectives, policies imposed by a Client and regulatory constraints. Clients must provide CAM with investment guidelines in writing.

CAM invests in various types of investments for its Clients. Certain of these investments are loans, fixed income securities and other debt instruments (collectively, “Debt Obligations”) for which there are typically no shareholder proxies to vote. CAM’s proxy voting policies and procedures (except in limited circumstances) typically do not apply to such Debt Obligations. However, from time to time CAM may (i) receive voting securities in exchange for Debt Obligations in connection with the management of such instruments (e.g., in connection with a workout or bankruptcy with respect to the issuer of a Debt Obligation) (“Exchanged Securities”), and (ii) invest in voting securities on behalf of clients whose investment guidelines permit or contemplate investment in private equity transactions or direct equity investments (“Equity Securities”). CAM’s proxy voting policies and procedures will generally apply to Exchanged Securities and Equity Securities that permit the holders thereof to vote such securities via shareholder proxy (collectively, “Voting Securities”), for which CAM possesses proxy voting responsibility under the applicable investment management agreement. CAM will vote proxies relating to Voting Securities managed by it in the best interests of its Clients. CAM will review on a case-by-case basis each proposal submitted for a stockholder or equity investor vote to determine its impact on its Clients’ interests. CAM will generally vote against proposals that it reasonably believes may have a negative impact on its client’s overall position in the issuer of the applicable Voting Securities and will vote in favor of those proposals that it reasonably believes may have a positive impact on such position. CAM’s proxy voting decisions are made by the applicable CAM investment committee having responsibility for the position in the applicable Voting Securities and any related Debt

Obligations, Exchanged Securities and/or Equity Securities overseen by such committee. Each such committee will vote proxies in a manner believed to be in the best interest of the relevant client accounts holding the Voting Securities at issue. Voting decisions will be made on a caseby-case basis in a manner reasonably believed to support decisions that will increase or preserve the value of the portfolio investments held by the applicable Clients. In certain cases, CAM may elect to vote against (or not vote) a particular proxy if the applicable investment committee determines that such action is in the best interest of the relevant Clients or that the cost or other impacts of exercising such a vote outweighs the potential benefit to the relevant Clients. From time to time, CAM may solicit third-party recommendations in connection with Voting Securities from reputable proxy advisors. Information about how CAM voted proxies will be made available to Clients upon written request or will be otherwise reported pursuant to policies of Clients, legal or commercial agreement or regulatory obligations imposed under applicable law. Clients may request a copy of CAM’s proxy voting policy and the proxy voting record by contacting the CAM at the address or telephone number on the cover of this Brochure.

CAM does not require or solicit prepayment of investment advisory fees. CAM has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients.

Exhibit A Primary Financial Industry Subsidiaries under Nuveen, LLC, the investment management division of TIAA Entity Name

Primary Financial Industry or Related Affiliation* U.S. Registered Investment Advisers & Broker Dealers Brooklyn Investment Group, LLC Registered Investment Adviser Churchill Asset Management LLC Registered Investment Adviser Churchill DLC Advisor LLC Registered Investment Adviser Churchill NCPE Advisor LLC Registered Investment Adviser Churchill PCIF Advisor LLC Registered Investment Adviser Registered Investment Adviser CFTC Registered Commodity Pool Operator CFTC Registered Commodity Trading Gresham Investment Management LLC Adviser Nuveen Alternatives Advisors, LLC Registered Investment Adviser Registered Investment Adviser CFTC Registered Commodity Trading Nuveen Asset Management, LLC Adviser Nuveen Fund Advisors, LLC Registered Investment Adviser Snowhawk LP Registered Investment Adviser Teachers Advisors, LLC Registered Investment Adviser TIAA-CREF Investment Management, LLC Registered Investment Adviser Winslow Capital Management, LLC Registered Investment Adviser Nuveen Securities, LLC Registered Broker Dealer Non-U.S. Investment Affiliates Arcmont Asset Management Limited UK FCA Registered Entity Clean Energy Partners LLP UK FCA Registered Entity Glennmont Asset Management Limited UK FCA Registered Entity Glennmont Partners I Limited UK FCA Registered Entity Nuveen Alternatives Europe SARL Luxembourg CSSF Registered Entity Nuveen Asset Management Europe SARL Luxembourg CSSF Registered Entity Nuveen Australia Limited Australian ASIC Registered Entity Nuveen Canada Company Canadian Exempt Market Dealer Nuveen Hong Kong Limited HK SC Registered Entity Nuveen Investment Management International Limited UK FCA Registered Entity Nuveen Japan Co. Ltd Japan FSA Registered Entity Nuveen Management AIFM Limited UK FCA Registered Entity Nuveen Middle East Limited ADGM FSRA Registered Entity Nuveen Singapore Private Ltd Singapore MAS Registered Entity Other Nuveen Affiliates Greenworks Lending LLC Relying Adviser GreenWood Resources Capital Management LLC Forestry Management Nuveen Natural Capital, LLC Forestry, Farmland, Real Estate Management Nuveen Services, LLC Shared Services Entity Symphony Alternative Asset Management LLC Relying Adviser Westchester Group Investment Management, LLC Farmland Management Westchester Group Real Estate, LLC Real Estate Broker or Dealer

Other Primary Financial Industry Subsidiaries of TIAA TIAA-CREF Individual & Institutional Services, LLC Registered Investment Adviser (aka Advice and Planning Services) Registered Broker Dealer TIAA-CREF Tuition Financing, Inc. Registered Investment Adviser Registered Municipal Advisor TIAA Kaspick, LLC Registered Investment Adviser TIAA Wealth Investment Management LLC Registered Investment Adviser Teachers Insurance and Annuity Association of America Insurance Company or Agency Seven30 Re (Bermuda) Co. Limited Insurance Company or Agency Seven30 Insurance (Bermuda) Co. Limited Insurance Company or Agency TIAA-CREF Life Insurance Company Insurance Company or Agency TIAA-CREF Insurance Agency, LLC Insurance Company or Agency TIAA Trust, N.A. Banking or Thrift Institution *The list above refers to TIAA subsidiaries in financial industry affiliation categories referenced in Form ADV, Part 2A, Item 10.C, excluding numerous entities organized primarily to serve as sponsor, general partner, managing member (or equivalent) or syndicator of one or more pooled investment vehicles or limited partnerships (or equivalent). For a list of such entities that have material arrangements with the registrant, please see the registrant’s Form ADV, Part 1, Section 7.A. of Schedule D. The list above refers to the primary financial industry affiliation category and certain TIAA subsidiaries listed above may have additional financial industry affiliations, as further described in its respective disclosure documents (Form ADV, in the case of a registered investment adviser).

Privacy Statement Churchill Asset Management, LLC a subsidiary of Nuveen LLC, considers your privacy to be a fundamental aspect of our relationship with you. In order to provide you with individualized service, we and certain of our service providers collect certain nonpublic personal information from or about you, including when you provide information to us on applications or other forms (such as your address or social security number), and when we process information about your account transactions with us (such as purchases, sales and account balances). We may also collect such nonpublic personal information through your account inquiries by mail, email, telephone or our website or when you otherwise communicate with us. This privacy notice should not be construed as establishing a contractual relationship. We do not disclose any nonpublic personal information about you to anyone, except as permitted by law. So that we may continue to offer you Nuveen, LLC products and services that best meet your investing needs, and to effect transactions that you request or authorize, we may disclose the information we collect, as described above, to companies that perform administrative or marketing services on our behalf, such as transfer agents, or printers and mailers that assist us in the distribution of investor materials. These companies will use this information only for the services for which we hired them, and are not permitted to use or share this information for any other purpose. If you decide at some point either to close your account(s) or to become an inactive customer, we will continue to adhere to the privacy policies and practices described in this notice. With regard to our internal security procedures, we restrict access to your personal and account information to those employees who need to know that information to service your account. We maintain physical, electronic and procedural safeguards that are designed to protect your nonpublic personal information. A copy of our privacy notice is also posted at https://www.nuveen.com/privacy. If you have any questions about our policy or would like additional copies of this notice, please call us toll free at (800) 257-8787 or send us an email through our website www.nuveen.com or write to us at Nuveen at 333 West Wacker Drive, Chicago, IL 60606. For California residents, please visit the following link for more information: https://www.nuveen.com/privacy-ccpa For EEA and UK residents, please visit the following link for more information: https://www.nuveen.com/en-us/resources/nuveen-european-union-united-kingdom-privacy-notice For information on our use of personal data in accordance with the Data Protection Law of the Cayman Islands, please visit the following link for more information: https://www.nuveen.com/en-us/resources/cayman-islands-privacy-notice. For individuals located in Brazil, please visit the following link for more information: https://www.nuveen.com/en-us/resources/Brazil-privacy-notice