CLEARLAKE CAPITAL GROUP, L.P.

Clearlake Capital Group, L.P. (together with its related persons and relying advisors, as the context indicates, “Clearlake”), a Delaware limited partnership formed in 2007, is an investment adviser that provides advice to privately offered investment funds (the “Funds”) that focus on investing in special situations, distressed, value private equity and opportunistic debt investments across the capital structure in both control and non-control scenarios. Clearlake is led and principally owned by José E. Feliciano and Behdad Eghbali (the “Co-Founders”), who hold their ownership interests in Clearlake indirectly through CCG Global, LLC. In addition, affiliates of Dyal Capital Partners (“Dyal”) and Goldman Sachs Asset Management’s Petershill program (“Petershill”, and together with Dyal, the “Minority Investors”) hold a passive non-voting minority interest in Clearlake. The Minority Investors do not have any authority over the day-to-day operations or investment decisions of Clearlake as they relate to the Clients (as defined below), but they do have certain customary minority protections with respect to their respective ownership interests in Clearlake. The Minority Investors do not have representation on the investment committees of any of the Clearlake strategies. In addition to providing investment advisory services to the Funds, Clearlake sponsors various co-investment programs pursuant to which investors may co-invest in investments alongside certain Funds or other vehicles (the “Co-Investment Funds” and, together with the Funds and any other fund or account to which Clearlake may provide investment advisory or investment sub-advisory services, the “Clients”). The term “Clients” will be deemed to include their respective alternative investment vehicles, if and as applicable. Clearlake owns Clearlake Capital Asset Management LLC (“CCAM”) (f/k/a WhiteStar Asset Management LLC), an investment manager and investor in the syndicated bank loan space, with a focus on originating, structuring and managing collateralized loan obligations (“CLOs”). CCAM operates as a relying adviser under Clearlake’s registration umbrella and provides investment advisory and sub-advisory services to CLOs, privately offered pooled investment vehicles, certain institutional accounts (the “Institutional Accounts”), and a U.S. closed-end management investment company registered under the Investment Company Act of 1940, (the “RIC”). The investment management relationship between CCAM each CLO is governed by a collateral management agreement or similar agreement and the constituent documents of the CLO. Additionally, a Clearlake-affiliate has a minority stake in Trinitas Capital Management, LLC (“Trinitas”), an investment manager and investor in CLO securities, under whose name such CLOs are generally marketed. Clearlake has also entered into a sub-advisory agreement (the “Sub-Advisory Agreement”) pursuant to which it serves as the sub-adviser to a series of a Delaware limited partnership (the “Series”) sponsored by SALI Fund Management, LLC (“SALI”), an unaffiliated investment adviser. The Series operates as an insurance dedicated fund and is managed by SALI, and Clearlake provides investment sub-advisory services with respect to the Series’ investments, which are expected to consist primarily of investments in Funds and other investment vehicles under common control with Clearlake. Clearlake includes a specialized private credit division, “Clearlake Credit Europe” or “CCE”, which was established following Clearlake’s acquisition of Clearlake Capital (UK) LLP (f/k/a MV Credit Partners LLP) and Clearlake Capital (Lux) S.à r.l., (f/k/a MV Credit S.à r.l). Clearlake Credit Europe operates as a relying adviser under Clearlake’s registration umbrella and provides tailored fund solutions to investors across senior direct lending, subordinated direct lending and hybrid strategies. Clearlake owns Pathway Capital Management, LP (“Pathway”), a global provider of private market solutions for institutional and wealth investors with over $95 billion in assets under management across private equity, private credit, infrastructure, secondaries, and co-investment strategies. Pathway, Clearlake’s private markets solutions platform, serves institutional and wealth investors seeking diversified access to private markets. Pathway continues to service existing funds under the Pathway brand and maintains a separate registration with the SEC as an investment adviser. Clearlake provides investment advisory services to the Clients through affiliated general partner and investment advisory entities. Each investment advisory entity is registered under the U.S. Investment Advisers Act of 1940 (as amended, the “Advisers Act”) because each such investment advisory entity is an affiliate of Clearlake, is subject to Clearlake’s supervision and control for compliance purposes, and is a “relying adviser” of Clearlake. For

regulatory, legal, tax or other reasons, Clearlake may direct more than one of its affiliated relying advisers to provide certain services to a Client, or to serve in a sub-advisory role with respect to a Client. In addition, each general partner of a Client is a “related person” of Clearlake and a special purpose vehicle formed to act as the general partner of such Client. Each such related person is covered by Clearlake’s registration as an investment adviser with the SEC and deemed to be registered with the SEC. References in this Brochure to the “general partner” of a Client will also be deemed to refer to the “non-member manager” of a Client in the case of the Co-Investment Funds and any other Client that is a limited liability company. Clearlake does not participate in or sponsor any wrap fee programs. As of December 31, 2025, Clearlake had approximately $83,571,803,011 1 of regulatory assets under management, all of which is managed by Clearlake on a discretionary basis. Clearlake does not manage any Client assets on a non-discretionary basis. Together with Trinitas and Pathway, Clearlake has assets under management of approximately $185,985,138,947. 2

Compensation and Fee Schedules Clearlake (or the applicable investment advisory entity, as described above) is compensated for its investment advisory services by each of the Funds through the payment of a management fee pursuant to each Fund’s Management Agreement and Fund Agreement (each as defined below). Management Fees are generally in the range of 0.5-1.5 percent per annum of capital commitments, actively invested capital, net asset value or net invested amounts of the applicable private credit Fund and 1-2 percent per annum for all other Funds (collectively, the “Management Fees”). The advisory relationship between each Client and the relevant Clearlake investment advisory entity is governed by their respective collateral management or investment management agreement (collectively, the “Management Agreements”). Management Agreements are generally negotiated among related parties and, as such, their terms, including the fees payable to Clearlake and expenses reimbursable by the Funds, may not be as favorable to the Clients as if they had been negotiated with an unaffiliated, unrelated third party. The management fee, carried interest, offset provisions, and stepdown terms described herein generally pertain to select funds of Clearlake. Terms may vary across different funds and investment vehicles, and investors should review the relevant fund documents for precise details. These Management Fees are typically charged quarterly in advance and are paid directly from the Funds’ assets. Management Fees are payable quarterly in advance and are pro-rated for any period that is less than a full three-month period. As a general matter, Management Fees will be payable during term extensions unless otherwise agreed with investors. CCAM charges Management Fees at an annual rate of up to approximately 0.50% of the defined asset value calculated for each CLO for which it provides investment advisory services. Such Management Fees are generally structured with a portion of such fee payable as a senior Management Fee and a portion payable as a subordinated Management Fee. Management Fees are typically payable quarterly in arrears and are dependent in part on certain cash distribution constraints set forth in the constituent documents for each CLO. The majority of the Funds have a fixed investment time horizon (each a “Closed End Fund(s)”). Closed End Funds are generally subject to a carried interest of between 7.5% to 25% of profits payable to the general partner of a Closed End Fund (the “Carried Interest”) after a return of all capital contributions and a preferred return (at a rate specified in the relevant Fund’s governing documents) thereon to the investors in such Closed End Fund, though the general partner of certain Funds may take an advance of a portion of the carried interest to which it is entitled pursuant to the applicable Fund Agreement (as defined below). Each of Clearlake Opportunities Partners (E), L.P. and Clearlake Capital Partners (E-C), L.P. (collectively with its respective related parallel and feeder funds, the “Evergreen Fund”) is subject to an incentive allocation of 20% of the aggregate realized and unrealized net capital appreciation and profits, generally calculated on an annual (or potentially longer) basis and at other times, such as when withdrawals and/or Regulatory assets under management is calculated as of December 31, 2025 as adjusted for material transactions, commitments and distributions through March 31, 2026. Combined assets under management is calculated as of March 31, 2026.

distributions are made from the Evergreen Fund, payable to the general partner of the Evergreen Fund (the “Incentive Allocation”) after a 6% preferred return has been achieved (on a realized or unrealized basis) with respect to the capital account of an investor in the Evergreen Fund. The Carried Interest and the Incentive Allocation are separate and distinct from the Management Fees paid to Clearlake for advisory services. CCAM is also permitted to receive performance fees, carried interest, or other incentive compensation from the CLOs. Such performance fees generally constitute an amount of up to 20% of the CLO’s excess cash flow in excess of the relevant preferred return or hurdle rate for each CLO. The Management Fee and Carried Interest (or Incentive Allocation, as applicable) for any Fund are negotiated with such Fund’s investors during the fundraising period of the applicable Fund. The Management Fees, Carried Interest and Incentive Allocations may be, and typically are, waived or reduced at the discretion of Clearlake for certain investors (including Dyal, Petershill and affiliates, investors in Clearlake Flagship Plus Partners, L.P. (collectively with its parallel, mini-master, master funds and alternative investment vehicles, the “Plus Fund”) who had previously invested with Clearlake, and partners and personnel of Clearlake). Clearlake does not receive Management Fees, Carried Interest or Incentive Allocations for its services from the Co-Investment Funds. One or more of the Clients or its general partner enters into letter agreements with certain investors whereby in consideration for agreeing to invest certain amounts in such Client and other considerations deemed material to such Client, such investors may be granted rights, benefits and privileges that are not otherwise afforded to other investors, including, without limitation, the right to receive reports from such Client on a more frequent basis or to receive reports that include information not provided to other investors, the right to pay a reduced (or bear no) Carried Interest, Incentive Allocation and/or Management Fee, the right to receive a share of the Carried Interest, Incentive Allocation and/or Management Fees earned by such Client’s general partner and/or manager, and such other rights as may be negotiated between such Client, its general partner and its manager, on the one hand, and such investors, on the other hand. In some cases, these investors may also directly or indirectly (through an affiliate) provide financing, insurance or other advisory services to one or more Clients and/or one or more of their respective portfolio companies. Certain of the Clients’ governing documents provide that such Client’s Management Fees will be calculated on a basis that generally is not tied to the Client’s then-current net asset value. As further specified in the governing documents, from the effective date of the relevant Client until a date specified in the governing documents, generally representing the end of the Client’s defined commitment period (the “Stepdown Date”), Management Fees generally will be calculated based on the amount of the relevant Client’s aggregate commitments. Further, after the Stepdown Date, Management Fees generally will be calculated based on the amount of investment contributions made by the relevant Client (including, without duplication, amounts drawn down under a credit facility in lieu of capital contributions and the amount of any capitalized Fee Income (as defined below) or expenses) in connection with an investment that has not been disposed of or suffered a significant decline in value below its original cost basis that is not likely to be recovered before the expiration of the term of the applicable Client (such investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their respective governing documents, in the event where more than one Client participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Client’s governing documents but not those of one or more other Clients. As a result, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Client, including following the relevant commitment period, and will not be reduced in connection with any write downs, except in the case of Impaired Value Investments. Except where the governing documents expressly provide to the contrary, Management Fees generally will not be reduced (in whole or in part) in the case of partial distributions, partial sales or dispositions of investments or other events not constituting a complete realization, such as reorganizations, recapitalization (including recapitalizations involving dividends), rollover investments in connection with a sale or dividend distribution, restructurings, extraordinary dividends or similar transactions, in each case in circumstances that generally do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. The Management Fees payable to Clearlake could be reduced by an amount pursuant to a “Management Profits Interest Program,” as described further below under “Management Fee Waiver” under Item 11.

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Methods of Analysis and Investment Strategies. Clearlake provides investment advisory services for the Clients. Each Fund is a privately offered fund that makes investments primarily in distressed and special situations opportunities and adjacent opportunities in midmarket companies in both control and non-control scenarios, as well as investments in private credit (senior and subordinated) in dynamic business across North America and Europe. Special situations investment opportunities are created when industries go through transitions and companies undergo transformation, experience challenging situations, or face capital scarcity. Clearlake’s strategy in special situations and distressed investing helps companies confront the common issues faced in volatile situations, such as: difficulty accessing capital; uncertainty amongst customers, vendors, personnel, and other stakeholders; need for sponsorship and leadership; and complexity of transaction structures. Typically, in private transactions, the main source of information regarding prospective portfolio companies or issuers is due diligence performed on such companies, which involves among other activities, inspecting the books and records of the company, initiating dialogue about potential acquisitions with the management teams or owners of such companies and formulating and researching investment theses of such companies. On certain occasions, an investment is made in a public company, in which case publicly filed corporate documents are also inspected by Clearlake. In the course of undertaking transactions, Clearlake consults with professional advisers, including lawyers, accountants and other professional advisers.

The Fund Agreements and offering documents of each Client set out investment objectives, limitations and restrictions, which vary from Client to Client. Risks Investing in the Clients involves a high degree of risk that investors should carefully consider before making an investment. A more detailed discussion of specific risks applicable to a particular Client are enumerated in the confidential private placement memorandum or other disclosure documents with respect to each Client, which should be reviewed carefully by each prospective investor in a Client. The investment programs of Clients entail, among others, the following risks: Risk of Loss: Investing in the Clients involves a risk of loss, and there can be no guarantee that a particular level of return will be achieved. Investors should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. Clearlake’s services are not intended to provide a complete investment program for investors and are suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Clients. Clearlake expects that the assets it manages do not represent all of an investor’s assets. There can be no assurance that any Client will be able to implement its investment strategy or avoid losses. General Economic Conditions and Recent Events: The turmoil in recent years in the global financial markets, particularly in the United States, Europe, and China, has illustrated that the current environment continues to be characterized by uncertainty, volatility and instability. These conditions have resulted in disruption in the global credit markets, periods of reduced liquidity, greater volatility, general widening of credit spreads, an acute contraction in the availability of credit and a lack of price transparency. These volatile and often difficult global credit market conditions have episodically adversely affected the market values of equity, fixed-income and other securities, and this volatility may continue and conditions could even deteriorate further. Some of the largest banks and companies across many sectors of the economy in the United States and Europe have declared insolvency, entered into bankruptcy, administration or similar proceedings, been nationalized by government authorities, and/or agreed to merge with or be acquired by other banks or companies that had been considered their peers. Moreover, the current U.S. administration has taken actions to withdraw from and/or modify certain international trade agreements, has supported greater restrictions on trade generally and has withdrawn its support of other international organizations such as the World Health Organization. In particular, a potential trade dispute with China, mounting tariffs and global tensions in supply chains, trade and U.S. relations with China have the potential to rattle global markets and create increased uncertainty over global economic growth. Any such actions, and the continued escalation in tensions between the U.S. and China, the ongoing Russia-Ukraine conflict and the Israeli-Palestinian conflict may adversely affect the broader geopolitical environment and global economic stability, which could negatively impact the business, financial condition and performance of the Clients and their investments. The long-term impact of these events is uncertain but could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Investments made by the Clients are expected to be sensitive to the performance of the overall economy. A negative impact on economic fundamentals and consumer and business confidence would likely increase market volatility and reduce liquidity, both of which could have a material adverse effect on the performance of a Client, and these or similar events may affect the ability of a Client to execute its investment strategies. Commodity Price Volatility: The value of a Client’s investments may be dependent upon the market price for oil, natural gas and other hydrocarbons, which value ultimately impacts the demand for their products and services. Historically, the markets for hydrocarbons have been volatile and such volatility is likely to continue in the future. Various factors beyond the control of a Client or its general partner or any operator will affect hydrocarbon prices including: (i) the worldwide and domestic supplies of oil and natural gas; (ii) the ability of the members of the Organization of the Petroleum Exporting Countries to agree to and maintain oil prices and production controls; (iii) political instability or armed conflict in the Middle East and other oil or natural gas producing regions; (iv) terrorist acts; (v) the price and level of foreign imports; (vi) the level of consumer demand; (vii) the price, availability and acceptance of alternative fuels; (viii) the availability of pipeline capacity; (ix) weather conditions; (x) transportation interruption; (xi) domestic and foreign governmental regulations, price controls and taxes; (xii) domestic and foreign environmental laws and regulations; and (xiii) the overall economic environment, including interest rates, levels of economic activity, the price of securities and the participation by other investors in the financial markets. There can

be no assurance that there will not be a significant decline in the prevailing price for hydrocarbons, which could adversely affect the value of the Client’s investments and its income from its investments. Price volatility also makes it difficult to budget for, and project the return on, acquisitions, exploration, and development projects. CLO Risks Generally: There are numerous risks associated with investments in a CLO directly or a Fund investing in CLO tranches, including: (i) interests in CLO tranches/equity have limited liquidity and there are restrictions on their transfer; (ii) the CLO may have limited assets to make payment on the securities; (iii) certain securities issued by the CLO, particularly CLO equity, are subject to greater risk of nonpayment than more senior tranches; (iv) and the holders of securities may have limited rights to proceed against defaulting borrowers. Holders of interests in CLO tranches/equity are also exposed to the risks of the underlying assets in which the CLO invests, which consist primarily of senior secured bank loans, with a potential secondary focus on other types of leveraged credit, such as high yield debt securities. In addition, Clearlake or its affiliates may, from time to time, obtain material non-public information regarding a borrower whose loans are among the underlying assets of a CLO, including through participation on ad hoc lender groups, creditors’ committees or boards of directors. The receipt of such information may restrict the ability of the CLO or a Client to trade in CLO tranches or underlying positions involving such borrower, which could adversely affect a Client's ability to manage its CLO exposure or liquidate its position in a timely manner. Investors should carefully review a CLO and or Fund’s private offering memoranda. Credit Risk. All of the debt securities in which certain Clients invest are exposed to credit risk, which is the possibility that the issuer of a debt security will default on its obligation to pay interest and/or principal which could cause a Client to lose money. Corporate debt securities rated lower than BBB- are below investment grade and therefore are considered to have significant credit risk. A significant portion of the assets of the Clients managed by CCAM have ratings at or below this level. Debt securities with lower credit ratings generally pay a higher level of income to debt holders but carry a greater risk of default. Liquidity Risk: Liquidity risk exists when a particular security or other instrument is difficult to trade. A fund’s investment in illiquid assets may reduce the returns of the fund, if any, because the fund may not be able to sell the assets at the time desired for an acceptable price or might not be able to sell the assets at all. Liquidity may also be dependent on general market conditions, in addition to asset specific demand. Many of the assets in which the Clients invest, including senior secured bank loans, are less liquid than other types of investments. Public Health Emergencies; COVID-19: Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Clients. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Clients. The extent of the impact on the Clients’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Clients to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Clients, their portfolio companies, the general partners and Clearlake may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and

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Types of Clients and Investment Vehicles Clearlake provides investment advisory services to privately-offered pooled investment vehicles, including the Funds and the Co-Investment Funds, senior and subordinated debt investment vehicles, CLOs, Institutional Accounts and investment sub-advisory services to the investment adviser of an insurance dedicated fund as well as the RIC. Clearlake’s private equity control strategy funds are referred to in this Brochure as “CCP Funds” and its noncontrol strategy funds as “Opportunities Funds.” Furthermore, in connection with Clearlake’s 2025 acquisition of an offshore investment adviser, Clearlake provides investment advisory services to certain privately offered pooled investment vehicles that are not deemed “private funds” under the Advisers Act. The investors in the Clients generally include corporations, endowments, foundations, trusts, estates, private investment funds, individuals, governmental entities and corporate and governmental pension and profit-sharing plans. Interests in the Clients are offered pursuant to the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and the Clients (other than the RIC) are exempt from registration as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Clients are offered only to persons who are “accredited investors” (as defined in Regulation D under the Securities Act) or to persons who are otherwise permitted to invest under applicable securities laws. Additionally, with respect to each Client, either (i) all of the investors in the Client are required to be “qualified purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or a “non-U.S. person,” as defined under Rule 902 under the Securities Act or (ii) the Client will be permitted to be beneficially owned by no more than 99 persons. Minimum Investment Requirements In general, the minimum capital commitment required of an investor to participate in a Fund is $10,000,000; however, the general partner of each Client reserves the right to reduce the minimum capital commitment, as well as accept capital commitments of lesser amounts, in its sole discretion. Investors are requested to refer to the Fund Agreements and offering documents of each Client for complete information on minimum investment requirements for participation in such Client.

Performance-Based Fees As described under “Fees and Compensation” above, each of the Funds is generally subject to a Carried Interest or an Incentive Allocation based on the investment performance of the Funds. The Carried Interest and the Incentive Allocation create an incentive for Clearlake to operate the relevant Client in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise under a different fee arrangement. Clearlake seeks to address these conflicts through careful vetting of investment opportunities by its investment professionals and the disclosure of investments to the investors by way of capital call notices and quarterly or annual reports. Additionally, the Co-Founders and other Clearlake investment professionals invest, directly and indirectly, in certain Funds in an effort to align Clearlake’s and the Funds’ interests. Upon the final liquidation or on an interim basis, as applicable, of certain Funds, the general partner of such a Fund may be required to contribute the relevant amount (on a net after-tax basis) to such Fund for distribution to the investors to the extent that it has received cumulative distributions of Carried Interest to which it was not otherwise entitled on an aggregate basis, taking into account all investments made by such Fund. The Incentive Allocation that is payable in the case of the Evergreen Fund is not subject to such a “clawback” arrangement; however, in the case of certain of the investment vehicles comprising the Evergreen Fund, the general partner of such investment vehicles is required to maintain an escrow arrangement at the level of such investment vehicles such that a portion of the Incentive Allocation otherwise allocable to such general partner is required to be held back and not distributed to such general partner until the Client distributes to an investor an amount equal to such investor’s capital contribution plus the 6% preferred return thereon, or until the general partner of such Client reasonably determines in good faith that the Client has (or would have) realized a cumulative amount attributable to such investor, in cash, equal to all of such investor’s capital contributions plus the 6% preferred return thereon. Side-by-Side Management Subject to the terms of each Client’s applicable Fund Agreements, Clearlake reserves the right to commence the operation of another pooled investment fund with overall objectives substantially similar to those of a Closed End Fund. In the event that a successor pooled investment fund is making investments at the same time as a predecessor Fund, Clearlake will allocate investment opportunities between such Funds in accordance with its investment allocation policies and procedures. Clearlake provides concurrent advisory services to Clients, including the Co-Investment Funds, that charge different rates of Carried Interest, Incentive Allocations, Management Fees, Fee Income or other types of compensation. The potential for Clearlake’s related persons to receive greater Carried Interest, Incentive Allocations, Management Fees or Fee Income creates a potential conflict of interest with respect to the allocation of investment opportunities, as Clearlake has an incentive to allocate investments in favor of the Client that pays a higher Carried Interest, Incentive Allocation, Management Fee or Fee Income. Clearlake potentially will also face a conflict of interest when (1) the actions taken on behalf of one Client impact other similar or different Clients (e.g., because such Clients have the same or similar investment strategies or otherwise compete for investment opportunities) and (2) Clearlake and its personnel have differing interests in such Client (e.g., the Clients expose Clearlake or its related persons, including an affiliate of Clearlake in its capacity as the general partner of a Client, to differing potential for gain or loss through differing ownership interests or compensation structures, such as performance-based allocations) because Clearlake has an incentive to favor certain Clients over others with respect to which Clearlake may be entitled to less compensation. Clearlake’s policies and procedures are intended to mitigate the potential conflicts of interest associated with the making of investment decisions.

Registered Broker-Dealers Clearlake Capital Markets, LLC, a wholly owned subsidiary of Clearlake, is a broker-dealer registered with the SEC and a member of FINRA (the “Broker Dealer Affiliate”). The Broker Dealer Affiliate is currently authorized to conduct private placements (including on behalf of the Clients) and to engage in certain capital markets and lending activities, including (i) managing or otherwise participating in underwriting syndicates and/or selling interests with respect to portfolio companies of the Clients (either entirely or in part) and (ii) engaging in the private placement of debt or equity securities or instruments issued by the Clients’ portfolio companies and non-controlling entities in or through which the Clients may invest. Subject to certain consents, as applicable, the Broker Dealer Affiliate also is permitted to serve as an arranger, lead lender or in another capacity with respect to loans or other credit activities. Certain Clearlake personnel are also registered representatives of the Broker Dealer Affiliate. Conflicts of interest related to the Broker Dealer Affiliate are further discussed in Item 11 below under “Broker Dealer Affiliate and Activities.” Additional information about the Broker Dealer Affiliate can be found at www.brokercheck.finra.org. Relationships with Related Persons As discussed below under “Participation or Interest in Client Transactions; Personal Trading,” Clearlake and its related persons are, directly or indirectly, the general partner, limited partners and/or managing members/general partners of the general partner or managing member of each of the Clients. Certain of Clearlake’s principals, including the Co-Founders, may serve as officers, advisors, directors or in comparable management functions for portfolio companies or issuers in which the Clients invest, or provide other services to portfolio companies or issuers, and may receive compensation in connection therewith. Any such compensation may constitute “Fee Income” as discussed above under “Fees and Compensation.” Such principals may be given access to confidential information relating to companies in which the Clients invest. As a result, the Clients may, under certain circumstances, be prohibited for a period of time from engaging in transactions with respect to the debt or securities of such a portfolio company or issuer, which prohibition may have an adverse effect on the Clients.

As discussed above under “Performance-Based Fees and Side-By-Side Management,” over time, coinvestment vehicles, such as the Co-Investment Funds, may be formed to invest alongside one or more Funds. As discussed below under “Conflicts of Interest” under Item 11 below, the Clearlake professionals may spend a substantial portion of their time with these related activities. Related Investment Advisers Trinitas Capital Management, LLC Clearlake is a related person of Trinitas, a collateral manager to CLOs and an investment adviser registered with the SEC under the Advisers Act. In general, Clearlake (and more specifically, CCAM) expects to conduct its activities in a manner that is separate and independent from the activities of Trinitas. However, certain of Clearlake’s investment professionals and officers provide investment advisory and other services and engage in various activities with respect to Trinitas and its advisory clients as well as certain middle and back-office services pursuant to a shared services agreement. Additionally, Trinitas and/or its advisory clients could invest in the same financial instruments or engage in the same or similar investment strategies as Clearlake and/or its advisory Clients. These activities could conflict with the transactions and strategies employed by Clearlake and its employees and related parties in managing Clients and could raise various other actual or potential conflicts of interest. Moreover, the time and effort of Clearlake’s investment professionals, officers and various other employees will not be devoted exclusively to Clearlake’s business or the business of its Clients but will be allocated among Clearlake and its Clients and Trinitas and its clients. Clearlake addresses these and other conflict of interest (i) by providing in its Code of Ethics that all supervised persons have a duty to act in the best interests of each Client, (ii) through disclosure and maintaining written policies and procedures that address conflicts of interest, and (iii) by providing training to supervised persons with respect to conflicts of interest. Additional information about Trinitas Capital Management, LLC can be found in its Form ADV at www.adviserinfo.sec.gov. Pathway Capital Management, LP Clearlake owns Pathway Capital Management, LP, a global provider of private market solutions for institutional and wealth investors with over $95 billion in assets under management across private equity, private credit, infrastructure, secondaries, and co-investment strategies, and an investment adviser registered with the SEC under the Advisers Act. To the extent that Clearlake’s advisory activities intersect with Pathway-managed investment vehicles, coinvestment programs, or other related activities, Clearlake addresses these and other conflict of interest (i) by providing in its Code of Ethics that all supervised persons have a duty to act in the best interests of each Client, (ii) through disclosure and maintaining written policies and procedures that address conflicts of interest, and (iii) by providing training to supervised persons with respect to conflicts of interest. Additional information about Pathway can be found in its Form ADV at www.adviserinfo.sec.gov.

Code of Ethics Clearlake has adopted a Code of Ethics (“Code”) under Rule 204A-1 of the Advisers Act expressing Clearlake’s commitment to ethical conduct. Under Clearlake’s Code, all supervised personnel have a duty to act only in the best interests of the Clients, and all potential conflicts and violations of the Code must be promptly reported to Clearlake’s Chief Compliance Officer (“CCO”). It is the policy of Clearlake that no person employed by Clearlake will prefer his or her own interest to that of an advisory client or make personal investment decisions based on the

investment decisions of advisory clients. All supervised personnel must acknowledge the terms of the Code upon the commencement of employment, annually, or as amended. To supervise compliance with its Code, Clearlake requires that all personnel provide annual securities holdings reports and direct or cause all applicable broker(s) to send a copy of all transaction confirmations and account statements to the firm’s CCO. Clearlake requires personnel to also receive approval from the CCO prior to investing by such personnel, or by certain of their family members as set forth in the Code, in any initial public offerings or private placements. In an effort to prevent inappropriate securities transactions by Clearlake’s personnel, Clearlake maintains and makes available a list of restricted securities. Clearlake personnel are strictly prohibited from trading in restricted securities. Clearlake requires that all individuals act in accordance with all applicable federal and state regulations governing investment advisory practices. Clearlake’s Code also includes a policy prohibiting the use of material nonpublic information. Any individual not in observance of the above may be subject to discipline or termination. Over time, Clearlake personnel may be offered and utilize discounts or special offers not otherwise available to the public from a Clearlake portfolio company or other business relationship. Any discounts or special offers received that are not generally provided to the personnel of the portfolio company must be approved in advance in writing by the CCO. Clearlake will provide a copy of its Code to any investor or prospective investor upon request. However, Clearlake reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with Clearlake on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Clients or the expenses borne thereby. Conflicts of Interest Each Client is subject to a number of actual and potential conflicts of interest. Clearlake, the applicable general partner and manager of a particular Client, and their respective affiliates, members, partners, officers or personnel (collectively, but excluding the Minority Investors and their affiliates, the “Clearlake Affiliates”) will provide investment management advice and services to other entities and clients, which could include, without limitation, Other Accounts, which could also follow investment programs that are, in part or in whole substantially similar to that of such Client. Such Other Accounts could pursue, within a specific business or geographic sector, an investment program that invests in financial instruments (including, without limitation, corporate securities, loans and asset-backed investments) of a type acquired by such Client. The applicable manager of a particular Client and/or the Clearlake Affiliates could also provide investment management services to Other Accounts that follow investment programs that differ from such Client, which could participate in specific investments made by such Client. The applicable general partner and/or manager of a particular Client and/or the Clearlake Affiliates are permitted to give advice and recommend financial instruments to Other Accounts that differ from advice given to, or financial instruments recommended or bought for, such Client, even though their investment objectives are the same or similar. The nature and amount of compensation paid to Clearlake by the Other Accounts or an investor will, at times, differ from that paid by other Clients or investors, even those investing in similar investments. While Clearlake allocates fees, costs and expenses among the Clients and Other Accounts according to the expense allocation policies and procedures for such Clients and in such manner as Clearlake considers fair and reasonable, the actual allocations of fees, costs, and expenses present a potential conflict of interest. Other present and future activities of the applicable general partner and/or manager of a particular Client, the Clearlake Affiliates, and/or Other Accounts can give rise to additional conflicts of interest. In the event that a conflict of interest arises, the applicable general partner and/or manager of a particular Client will attempt to resolve such conflicts in a fair and equitable manner over time.

As discussed in Item 4 – “Advisory Business”, Clearlake wholly owns CCAM which, together with its affiliate Trinitas Capital Management, LLC (“Trinitas”), invests in the syndicated bank loan space, with a focus on collateralized loan obligations. CCAM and Trinitas serve as managers or in similar capacities of Affiliated CLOs or other funds or accounts. In addition, Trinitas maintains its own allocation and other policies relating to, among other things, allocation of investment opportunities and capital structure conflicts, all of which (along with the respective investment activities of the funds or accounts managed or advised by Trinitas) could present conflicts of interest for, or otherwise have an adverse effect on, Clearlake, the Other Accounts and their respective portfolio companies. While the applicable manager and/or the Clearlake Affiliates will seek to manage potential conflicts of interest in good faith, the portfolio strategies employed by such manager and/or the Clearlake Affiliates in managing their Other Accounts could conflict with the transactions and strategies employed by the applicable manager in managing a Client and may affect the prices and availability of investments. Conversely, participation in specific investment opportunities may be appropriate, at times, for both a Client and certain of the Other Accounts. Allocation of identified investment opportunities among the Clients and Other Accounts presents inherent conflicts of interest where demand exceeds available supply. Investors should note that the conflicts inherent in making such allocation decisions will not always be resolved to the advantage of the Clients. While there could be limitations set forth in Clients’ Fund Agreements with respect to Clearlake’s ability to form or sponsor such Other Accounts, the formation and management of such Other Accounts could create a conflict of interest in that the time and effort of the officers and personnel of the general partner and the manager of a particular Client and the Clearlake Affiliates will not be devoted exclusively to the business of such Client, but will be allocated between the business of such Client and the management of the Other Accounts. In addition to the above, except as set forth herein and in the Fund Agreements and offering documents of the Clients, Clearlake reserves the right to engage in other investment and business activities. Clearlake personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. Such activities raise potential conflicts of interest for which the resolution may not be currently determinable. Except to the extent prohibited by a Fund’s governing documents, Clearlake and its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs, the investment or business strategy of which may or may not overlap with the Client(s), and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. To the extent an advisory opportunity is received that is unsuitable for a Client, in Clearlake’s sole discretion, Clearlake and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. There can be no assurance that Clearlake will identify or resolve all conflicts of interest in a manner that is favorable to the Clients. The following discussion enumerates certain potential conflicts of interest but is not intended to be an exhaustive list of all such conflicts. Allocation of Investment Opportunities: Certain inherent conflicts of interest arise from the fact that Clearlake provides investment management services both to the Clients and Other Accounts, including the allocation of co-investment opportunities among the Clients and such Other Accounts. Any investment opportunity suitable for a Client (or for one or more Clients) that is presented to the applicable general partner, manager and/or to the CoFounders generally will be allocated in accordance with Clearlake’s investment allocation policies and procedures, which may be amended over time, subject to any express limits set forth in the applicable Fund Agreements. Clearlake’s allocation policies and procedures are designed to ensure allocations of opportunities are made over time on a fair and equitable basis. Pursuant to Clearlake’s allocation policies and procedures and in its sole discretion, (i) control investments (or investments that are intended or anticipated to become control investments) that meet the targeted return parameters of the CCP Funds will generally be allocated to the CCP Funds, (ii) non-control investments (that are not intended or anticipated to become control investments) that meet the targeted return parameters of the Opportunities Funds will generally be allocated to the Opportunities Funds, and (iii) control or non-control investments that fall outside the size, scope or other idiosyncratic considerations of the mandates of either the CCP Funds or the Opportunities Funds (including, without limitation, senior/structured credit, credit SPVs, high yield & mezzanine credit, CLOs or public equities) will generally be allocated to the Plus Fund. In addition, it is expected that there will

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Subject to the investment objectives, policies, and restrictions of each Client, as set forth in the applicable Fund Agreements and offering documents, Clearlake will generally have discretionary authority to select the broker or dealer to be used to execute transactions on behalf of the Clients and negotiate the commission cost to be paid.

Clearlake has discretion in deciding which brokers and dealers each Client will use and in negotiating the rates of compensation each Client will pay, and investors are not permitted to direct Clearlake to use a particular broker or dealer to execute portfolio transactions on behalf of a Client. Selection of Broker-Dealers Clearlake’s objective in selecting brokers and dealers and in effecting portfolio transactions is to seek to obtain the best combination of price and execution on transactions effected for Clients. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this decision, but a number of other judgmental factors will be considered as they are deemed relevant. These factors include, but are not limited to, Clearlake’s knowledge of negotiated commission rates and spreads currently available; the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the markets for the security or instrument to be purchased or sold; the desired timing of the trade; the activity existing and expected in the market for the particular security or instrument; confidentiality; the execution, clearance, and settlement capabilities as well as the reputation and perceived soundness of the broker or dealer selected and other brokers or dealers considered; Clearlake’s knowledge of actual or apparent operational problems of any broker or dealer; the broker’s or dealer’s execution services rendered on a continuing basis and in other transactions; the reasonableness of spreads or commissions; and the research services and products furnished by the broker or dealer, if any. In seeking to obtain best execution, Clearlake generally will not seek in advance competitive bidding for the most favorable commission rate or spread applicable to any particular portfolio transaction or to select any broker or dealer on the basis of its purported or “posted” commission rate. Clearlake will endeavor to be aware of the current level of the charges of eligible brokers or dealers and to minimize the expense incurred for effecting portfolio transactions to the extent consistent with the interests and policies of its accounts. Although Clearlake generally seeks competitive commission rates and dealer spreads, it will not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker or dealer involved and would thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Research and Soft Dollar Arrangements Clearlake does not generally have any soft dollar arrangements with any brokers whereby Clearlake can direct a broker to pay for external research services from a soft dollar account, however, subject to the following sentences, it is possible that a broker will (or will seek to) provide soft dollar benefits to Clearlake. No member, officer, director (or other person occupying a similar status or performing similar functions) or personnel of Clearlake, or any other person who provides investment advice on behalf of Clearlake and is subject to the supervision and control of Clearlake, may agree with a broker to engage in soft dollar transactions without the express permission of the CCO. If and to the extent that Clearlake has any soft dollar arrangements, any such arrangement will be in compliance with Section 28(e) of the Exchange Act. Trade Aggregation Clearlake has established allocation and aggregation procedures for the allocation of portfolio investment transactions among the Clients. To the extent possible, Clearlake will generally place a combined order for two or more Clients it manages engaged in the sale of the same security if, in its good faith determination, joint execution would be consistent with its duty to seek best execution and otherwise in the best interest of the Clients.

Third-Party Compensation for Client Referrals Clearlake and related persons of Clearlake have entered into cash compensation arrangements with unaffiliated placement agents or third parties for introducing investors to a Client. Any fee associated therewith will ultimately be borne by Clearlake and/or its related persons, either directly or through an offset of the Management Fee otherwise payable by the relevant Client to Clearlake.

Clearlake and its Co-Founders have not been the subject of any material legal or disciplinary events in the past 10 years that would be material to a Client’s evaluation of the company or its personnel.

Review of Client Accounts Clearlake continuously monitors portfolio investments on behalf of the Clients. Investments are reviewed in the context of each Client’s stated investment objectives and guidelines as set forth in the applicable Fund Agreements and offering documents. Members of Clearlake’s investment team meet regularly to determine and review overall investment objectives, risk tolerance and other information relevant to the Clients.

Reports to Clients The general partners of each Client generally distribute quarterly and annual written reports to the Client’s respective limited partners in accordance with the applicable Fund Agreements, and any letter agreements executed with investors in the Clients. Annual reports generally contain an individual capital account statement as of the end of such fiscal year and the audited financial statements of the Client. The quarterly reports generally contain unaudited financial statements of the Client for the fiscal quarter. In addition to general Client reporting, Clearlake expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a side letter or in response to diligence or other requests).

Clearlake will not have physical “custody” (within the meaning of Advisers Act Rule 206(4)-2 (the “Custody Rule”)) of any client assets (other than certain privately offered securities to the extent permitted by guidance under the Advisers Act). Nevertheless, subject to certain exceptions set forth in the Custody Rule and related guidance, Clearlake generally expects that it will be deemed to have custody of the assets of the Clients (as a result of its position as an affiliate of the general partner or manager of each Client), or specifically with respect to the Series, may be deemed to have custody pursuant to the terms of the Sub-Advisory Agreement, except for certain Funds that are operated by independent boards and Clearlake personnel do not have access to the assets of the Funds (such as the CLOs). either:

It is Clearlake’s policy to cause each Client with assets over which Clearlake is deemed to have “custody” to

(i) be audited annually and distribute audited financial statements, prepared in accordance with GAAP and/or IFRS to investors no later than 120 days after the end of each fiscal year. In addition, upon the final liquidation of any such Client, Clearlake will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP and/or IFRS with respect to such Client to all investors promptly after completion of the audit; or (ii) have such Client’s assets held by a qualified custodian that will directly distribute quarterly account statements to investors and engage an independent public accountant to conduct an annual surprise audit with respect to such assets.

Subject to the investment objectives, policies and restrictions of each Client as set forth in the applicable Fund Agreements and offering documents, collateral management agreement or other constituent documents, Clearlake has discretionary authority contractually designated to it pursuant to such agreements and, in respect of the Series, pursuant to a Sub-Advisory Agreement, to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Client, including the selection of, and commissions paid to, broker-dealers, and to manage the relevant assets of the Series on a discretionary basis in accordance with the Sub-Advisory Agreement. Clearlake’s investment decisions and advice with respect to the Clients are subject to each Client’s Fund Agreements or other equivalent Client governing agreement, and any letter agreements executed with investors in the Clients.

Because Clearlake has, or will accept, authority to vote securities held by a Client, it has adopted policies and procedures (the “Proxy Voting Policies and Procedures”) that have been designed to ensure that Clearlake complies with the requirements of Rule 206(4)-6 of the Advisers Act. When exercising its voting authority over Client securities, Clearlake considers relevant information, evaluates other issues that could have an impact on the value of the security and votes with a view toward maximizing overall value. Clearlake seeks to vote all proxies in a prudent manner, considering the prevailing circumstances at such time and in a manner consistent with the Proxy Voting Policies and Procedures and the best interests of the Clients. Clearlake reviews each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of the applicable Client. As a result, depending on the Client’s particular circumstances, Clearlake may vote one Client’s securities differently than it votes those of another Client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, Clearlake may determine that it is in the Client’s best interest for Clearlake to “abstain” from voting or not to vote at all, and will do so accordingly. Prior to exercising its voting authority, Clearlake reviews the relevant facts and circumstances in accordance with the Advisers Act and determines whether or not a material conflict of interest may arise due to business, personal or family relationships of Clearlake, its Co-Founders, its personnel and with persons having an interest in the outcome of the vote. When a proxy raises material conflicts of interests, Clearlake will determine the manner in which such proxy should be voted to achieve the best interests of the particular Clients. Clearlake may, at its discretion, (A) disclose the conflict of interest to the applicable Client’s advisory board or investors, as the case may be, in voting such security, and seek the advice of the applicable Client’s advisory board, or investors, as the case may be, in voting such security and possibly defer to such voting recommendation; (B) consult with an outside Service Provider for a recommended course of action to be presented to Clearlake for its approval; and/or (C) take such other action in good faith (in consultation with Clearlake’s outside legal counsel) which would serve the best interests of such Client. As is typical in private equity investing, Clearlake generally approves one or more of its personnel to act as representatives on the board of directors of portfolio companies or issuers on behalf of the Clients. As noted herein, a number of Clearlake’s investment professionals serve as board members of the Clients’ public and private portfolio companies or issuers in such representative capacity. Clearlake does not consider service on portfolio company boards by Clearlake personnel or Clearlake’s receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies or issuers. In situations where Clearlake votes the proxy for a company in which personnel of Clearlake serve on the board of directors, Clearlake will seek to vote the proxy in a manner consistent with its Proxy Voting Policies and Procedures. Clearlake will deliver to each investor of a Client, upon written request, a complete copy of its Proxy Voting Policies and Procedures and/or information on how it voted proxies for the applicable Client.

Clearlake is not aware of any financial condition that is expected to impair its ability to manage Client assets and has not been the subject of a bankruptcy proceeding.