J.C. Flowers & Co.

A. J.C. Flowers & Co. LLC (“JCF”, “JCF&Co” or the “Adviser”), a Delaware limited liability company, provides investment advisory services to various private investment vehicles and other clients (each, a “Fund” or a “Client” and collectively, the “Funds” or the “Clients”), including identifying, evaluating, structuring and negotiating prospective investments, managing portfolio companies post-acquisition and advising with respect to disposition opportunities. An affiliate of JCF&Co generally serves as the general partner (or similar managing body) of each Fund. Interests in the Funds are only offered to qualified investors via private placement. Mr. J. Christopher Flowers (“Mr. Flowers”) founded JCF&Co’s advisory business in 1998. Mr. Flowers is the Adviser’s sole owner. B. JCF&Co provides discretionary and non-discretionary investment advisory services that generally seek to generate long-term capital appreciation by making privately negotiated and open market investments in the equity and debt securities of financial services companies. Financial services companies generally include banks, insurance and reinsurance companies, asset management and brokerage houses, consumer and commercial finance businesses, mortgage originators and guarantors, and other companies and firms providing supporting technology or services for financial services companies. C. Each Fund has a set of specific guidelines which are set forth in the governing documents of the applicable Fund. These guidelines typically provide for limits on the size, concentration, geography, type of security and/or terms of the Fund’s investments. D. The Adviser does not participate in wrap fee programs. E. As of December 31, 2025, JCF&Co managed approximately $5.6 billion of regulatory assets under management on a discretionary basis, and approximately $0.4 billion on a non-discretionary basis.

A. JCF&Co’s fee and compensation arrangements vary among the Funds. The specific terms of such arrangements are established by JCF&Co, as modified by negotiations with investors in the applicable Fund, and as set forth in each Fund’s investment advisory agreement and other governing documents, which are received by each investor prior to investment in such Fund. As compensation for its services, JCF&Co typically receives a management fee (the “Management Fee”) from each Fund. Generally, prior to the earliest of (i) the expiration of a Fund’s commitment period, (ii) the date on which capital commitments have been fully drawn down, (iii) the date on which a management fee becomes payable by investors in a successor fund and (iv) such earlier date as determined by the general partner of a Fund in its sole and absolute discretion, the Management Fee is based on a percentage of the aggregate capital commitments of the Fund’s third party investors. Thereafter, the Management Fee is generally based on a lower percentage

of the aggregate invested capital of third party investors. The Management Fee is due and payable from each Fund four (4) times per calendar year, as provided in each Fund’s investment advisory agreement, as further described below. The terms of the Management Fee vary among the Funds, as well as among investors in the same Fund. In addition to the Management Fee, in connection with the affairs of a Fund, JCF&Co, its affiliates (including JCF Securities (as defined below)) and their respective employees have received and are expected in the future to receive from actual or prospective portfolio companies, a Fund or their respective affiliates (i) monitoring fees, organization fees, set-up fees, financial advisory fees, transaction fees and other similar fees, either in cash or securities, (ii) cash and non-cash directors’ fees and (iii) termination, break-up and topping fees. A Fund’s Management Fee will be offset, or reduced, by all or a portion of such other fees, as provided in the governing documents of the applicable Fund. The Management Fee of certain Funds and of certain investors in the same Fund, has in the past and is expected in the future to be further reduced, waived (in whole or in part) or rebated, at the sole discretion of JCF&Co. Certain investors that participate in co-investment opportunities (“co-investors”) will be charged certain fees, including Management Fees, maintenance or administrative fees and one-time funding fees. However, not all co-investors will be charged the same fees, and some co-investors have in the past and are expected in the future to be, charged fees at more favorable rates. JCF&Co and its affiliates have in the past and are expected in the future to waive (in whole or in part) or modify, a co-investor’s obligation to pay the fees at the time of admission of such investor to the co-investment vehicle. Specifically, JCF&Co expects fees to be waived (in whole or in part) or otherwise reduced for co-investors that are JCF&Co employees and other “friends and family” of the firm, as well as for co-investors that are deemed “strategic investors” (as described in Item 11 below). In addition, the governing documents of a Fund have in the past and are expected in the future to provide that the investors in such Fund are not subject to the fees or carried interest on aggregate co-investment capital commitments alongside such Fund up to the amount of its capital commitment to such Fund. Fees are payable to JCF&Co or an affiliate thereof, including JCF Securities. JCF has a conflict of interest to the extent that it has an opportunity to earn a fee in connection with an acquisition or disposition of a portfolio investment. However, JCF believes that the Management Fee offset provisions described above substantially mitigate this potential conflict. Moreover, JCF and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Funds which will not be subject to the Management Fee offset or otherwise shared with the Funds or their limited partners. For example, airline travel or hotel stays incurred as Fund expenses typically result in “miles”, “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to JCF and/or such personnel (and not the Funds or their limited partners) even though the cost of the underlying service is borne by the Funds. Furthermore, JCF&Co personnel have in the past, and are expected in the

future to receive, certain benefits from companies that are not portfolio companies or otherwise affiliated with JCF&Co (e.g., former affiliates of portfolio companies) for services provided by JCF&Co to the portfolio companies. B. The general partner of a Fund generally causes the Management Fee to be paid to JCF by or on behalf of a Fund by (i) requiring investors in the Fund to make capital contributions, (ii) withholding from investment proceeds that would otherwise be distributable to investors in the Fund or (iii) causing the Fund to borrow money. Consistent with each Fund’s governing documents and applicable law, each Fund typically bears and is charged with the costs and expenses of its operations, including without limitation (i) fees and expenses of administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees and the costs of preparing, printing and distributing financial and tax reports to investors and by way of example, costs of related information management systems (whether maintained by JCF or otherwise) and processing subscriptions (including electronic subscription documents)); (ii) fees and expenses incurred in sourcing, bidding on, evaluating, holding, developing, negotiating, structuring and disposing of actual portfolio investments, including, without limitation, any software (including software for monitoring risks, compliance, sector or industry research and the overall portfolio, as well as in each case, any related development costs), financing, legal, accounting, advisory, consulting and travel expenses, which include expenses for first class or equivalent travel and have in the past and are expected in the future to include: (a) the cost of non-commercial air travel (to the extent not subject to any reimbursement of such costs and expenses by portfolio investments or third parties); (b) premium meals and entertainment event expenses (including with portfolio company management, investment partners and service providers) and related costs and/or expenses incidental thereto; (c) the fees and expenses of senior advisors, industry experts and Operating Partners (as defined below) of the Adviser either directly or through a Fund’s portfolio company; and (d) costs and expenses that also benefit the Fund’s counterparties or consortium partners in a transaction, such as travel expenses; (iii) cost or expenses incurred in connection with participating in industry conferences, (iv) expenses, if any, incurred in connection with all legal and regulatory compliance obligations under U.S. federal, state, local, non-U.S. or other laws and regulations directly related to the making, holding or disposing of portfolio investments (whether such compliance obligations are imposed on the Adviser, the Fund’s general partner, their affiliates, the Fund or any alternative investment structure), including, without limitation, the preparation and filing of (a) Form PF under the Investment Advisers Act of 1940, as amended (the “Adviser’s Act”); (b) Form 13F, Form 13H, Section 16 filings, Schedule 13D filings, Schedule 13G filings and other filings, in each case under the Securities Exchange Act of 1934, as amended; (c) filings required under the European Union’s Alternative Investment Fund Management Directive; (d) TIC Form SLT filings; (e) any forms, schedules, filings, information or other documents necessary to avoid the imposition of withholding or other taxes pursuant to FATCA and FBAR; (f) CFTC Form 4.13(a)(3), CPO-PQR, CTA PR and NFA Form PQR filings; (g) filings under the Hart-Scott-Rodino Antitrust Improvements Act and other antitrust laws and regulations and (h) any other forms, schedules or

other filings with governmental and self-regulatory agencies directly related to the making, holding or disposing of portfolio investments; (v) fees, costs and expenses related to the organization, operation or maintenance of any intermediate entity used to acquire, hold or dispose of any portfolio investment or otherwise facilitating the Fund’s investment activities, including without limitation any travel and accommodation expenses related to such entity, the salary and benefits of any personnel reasonably necessary for the maintenance of such entity; or other overhead expenses in connection therewith; (vi) broken deal expenses, to the extent the general partner of the Fund or the Adviser do not elect to bear broken deal expenses; (vii) brokerage commissions, prime brokerage fees, registration fees and expenses, custodial expenses, other bank service fees and other investment costs, fees and expenses actually incurred in connection with actual portfolio investments; (viii) the costs and expenses of any lenders, investment banks and other financing sources, including interest on and fees and expenses arising out of all borrowings, including arranging and upsizing thereof and any related expenses or professional fees incurred in connection with any procedure reports for lenders or in connection with obtaining lines of credit, loan commitments and letters of credit for the account of the Fund, securing the same by mortgage, pledge, charge or other lien on any assets of the Fund or otherwise encumbering assets in connection with or in furtherance of the acquisition of all or a portion of or the financing of a portfolio investment or its acquisitions, as well as interest on any borrowings made by an intermediate entity; (ix) the costs of any actual or potential litigation, arbitration, audit, investigations, judgments, settlements, D&O liability or other insurance and indemnification expense permitted by the Fund’s governing documents, and any other indemnification expense, extraordinary expense or liability relating to the affairs of the Fund (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder); (x) anti-money laundering, counter-terrorist financing, prevention of proliferation financing and sanctions monitoring expenses, (xi) expenses incurred in connection with complying with provisions in partnership agreements and side letter agreements, including “most favored nations” provisions, as well as expenses incurred in connection with any amendments; (xii) expenses of winding up, liquidating the asset of and dissolving the Fund; (xiii) expenses related to pursuing remedies against defaulting limited partners and transfers or proposed transfers of interests in the Fund or any name change, internal restructuring or change in trust, trustee, registered agent or custodian; (xiv) communication expenses (including, without limitation, any software or online data portal); (xv) all fees, expenses and settlements related to hedging, foreign exchange or currency transactions; (xvi) the costs of any Fund meetings, including (1) travel, lodging and related expenses for out-of-town employees of the Adviser to attend such meetings and (2) annual meetings also attended by service providers and other third parties, including prospective investors (which costs will be allocated solely to the Fund and not to such third parties); (xvii) taxes (with certain exceptions), fees or other governmental charges levied against or payable by the Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Fund; (xviii) the expenses of “intermediate entities” (which expenses shall be specially allocated to investors with an interest therein); (xix) the expenses of any committee of investor representatives organized by the general partner, and any firm retained to determine the fair market value of unrealized portfolio investments; and (xx) the

Read the rest in the brochure

A. JCF&Co’s private equity investment strategy seeks to generate long-term capital appreciation by making privately negotiated and open market investments in the equity and debt securities of financial services companies. Financial services companies generally include banks, insurance and reinsurance companies, asset management and brokerage houses, consumer and commercial finance businesses, mortgage originators and guarantors, and other companies and firms providing supporting technology or services for financial services companies. Generally, the Funds acquire such securities with a view to holding them for the medium to long term.

Through its network of relationships across the global financial services industry, JCF&Co seeks to identify potential investments that meet the Funds’ investment criteria. JCF’s due diligence process is designed to enable its team to evaluate potential investments, including by assessing a potential portfolio company’s strengths, weaknesses, and opportunities, developing a view on its value and prospective return, meeting the management team and identifying potential transactional issues. JCF’s analysis typically focuses on the target company’s (i) business model and competitive environment, (ii) financial structure and performance, (iii) business plan and opportunities for value creation, (iv) management team capabilities and (v) potential for attractive exit opportunities. JCF may seek to leverage the resources of its advisors and the skills of certain portfolio company employees to complement its due diligence process. JCF’s investment analysis methods may include fundamental, technical gain/loss forecast models, cashflow models, sensitivity analysis, charting, fundamental, technical and cyclical analysis. An investment in a Fund involves a high degree of risk, and is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Fund and for which the Fund does not represent a complete investment program. There is no assurance any Fund will meet its investment objectives or otherwise be able to carry out its investment program successfully or that an investor will receive a return of its capital. In addition, there can be no assurance that any Fund will be able to generate returns for investors or that returns will be commensurate with the risks of the Fund’s investments. A Fund investment should only be made by persons that can afford a loss of their entire investment. B. There are significant risks inherent in the strategy of investing in financial services companies. A Fund may lose all or a substantial portion of its investments. Certain of these risks are summarized below. However, prospective investors should carefully consider all of the risks related to investing in a Fund that are set forth in the private placement memorandum or other offering document for the applicable Fund. Financial Services Industry Risks Each Fund’s portfolio investments are concentrated in the financial services industry. Concentration in a single industry involves risks greater than those generally associated with more diversified funds, including disproportionate exposure to risks associated with the financial services industry and significant fluctuations in returns. Financial services companies have asset and liability structures that are essentially monetary in nature and are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, interest rates, inflation, currency values, market conditions, the availability and cost of short-term or long-term funding and capital, the credit capacity or perceived creditworthiness of customers and counterparties, and the level and volatility of trading markets. A change in any of these factors

could adversely impact the value of financial instruments held by and the balance sheets of financial services companies. The profitability of the financial services industry may be adversely affected by a worsening of general economic conditions in domestic and international markets and by monetary, fiscal or other policies that are adopted by various governmental authorities and international bodies. Factors such as the liquidity of the global financial markets, the volatility of financial instruments, investor sentiment, and the availability and cost of credit may significantly affect the activity levels of customers with respect to size, number and timing of transactions. A change in any of these factors could lead to a decline in the volume of transactions that financial services companies execute for their customers and decrease their overall profitability. The financial services industry is extremely competitive. Technological advances and the growth of e-commerce have made it possible for non-financial institutions to offer products and services that have been traditionally offered by financial services institutions. It is expected that competitive conditions in the industry will continue to intensify. Financial services companies operate in a highly regulated environment and are subject to extensive legal and regulatory restrictions and limitations and to supervision, examination and enforcement by regulatory authorities. Failure to comply with any of these laws, rules or regulations, some of which are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties, fines, license suspension or termination of deposit insurance. In addition, these regulations may require a financial services company to meet specific capital adequacy guidelines or rules that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Compliance with capital requirements could limit the operations of financial services companies. Financial services companies also may be subject to qualitative judgments by the regulators about interest rate risk, concentration of credit risk and other factors. Changes in laws, rules or regulations governing financial services companies could adversely affect portfolio companies and thereby the Funds and returns to investors. The subsequent adoption of a law or regulation or a change of a law or regulation or of the interpretation thereof by a court or governmental authority could require the Funds to divest some or all of its investments under unfavorable market conditions. Further, investments in financial services companies often require the approval of various regulatory bodies and there is no guarantee that such approvals will be obtained. The financial services industry is highly dependent on communications and information systems and is exposed to many types of operational risks, including the risk of fraud or security breaches by employees or other parties, record keeping errors, errors resulting from faulty or “hacked” networks, devices or telecommunication systems, network failures or interruptions, and damage to network and telecommunication systems caused by internal or external events. New technologies and improved products and services are continually being developed, rendering older technologies, products and services obsolete. Further, the failure of these systems could

cause significant interruptions in the operations of the Funds’ portfolio companies and could harm the reputation of JCF, the Funds and/or such portfolio company, subject any such entity and their respective affiliates to legal claims and adverse publicity and otherwise affect their business and financial performance. There can be no assurances that conditions in the global financial markets will not adversely affect one or more of a Fund’s portfolio companies, its access to capital or leverage or its overall performance. See also “—Market Conditions and Financial Market Fluctuations”. C. There are significant risks and potential conflicts of interest inherent in investing in private pooled investment funds. Certain of these risks and potential conflicts of interest are summarized below. However, prospective investors should carefully consider all of the risks and potential conflicts of interest related to investing in a Fund that are set forth in the private placement memorandum or other offering document for the applicable Fund. Investment Risks No Assurance of Investment Return. There can be no assurance that any Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of investments in which such Fund participates. Furthermore, distributions to Limited Partners may be subordinated in the event of a default under any credit facility of the Funds or their related entities. An investment in a Fund should only be considered by persons who can afford a loss of their entire investment. Role of JCF Professionals. The success of each Fund depends in substantial part upon the skill and expertise of Mr. Flowers and JCF&Co’s investment professionals and, where applicable, Operating Partners and the management of portfolio companies. There can be no assurance that Mr. Flowers or any such other professionals and other persons will continue to be associated with, or remain in the same roles at, JCF&Co whether as officers, employees, consultants or otherwise throughout the life of a particular portfolio investment or any Fund and a loss of the services of Mr. Flowers and other key personnel could impair JCF&Co’s ability to provide services to a Fund. Reliance on the General Partner and Adviser. The general partner and investment adviser of a Fund has exclusive responsibility for a Fund’s activities, and, other than as may be set forth in a Fund’s governing documents, investors will not be able to make investment or any other decisions concerning the management of a Fund. Methods of Investment Analysis. JCF seeks to conduct reasonable and appropriate analysis and due diligence of its investments based on the facts and circumstances applicable to each investment. The objective of such analysis and due diligence is to identify attractive investment opportunities based on the facts and circumstances surrounding an investment, to identify possible risks associated with that investment and to prepare a framework that may be used from the date of an acquisition to drive operational achievement and value creation. When conducting due diligence and making an assessment regarding an investment, JCF relies on available

Read the rest in the brochure

JCF’s Clients are generally pooled investment vehicles that are exempt from registration under the Investment Company Act of 1940, as amended. JCF’s Clients also include vehicles controlled by the underlying investors. Investment advice is provided to the Funds (subject to the direction and control of the general partner of each such Fund, if applicable) and not individually to the investors in such Fund. Investors in the Funds include high net worth individuals, pension plans, endowments, trusts, sovereign wealth funds, financial institutions and other U.S. and non-U.S. corporations. JCF has in the past formed, and may in the future form, managed accounts to permit an investor to participate in investments pursued by a Fund. In general, the minimum initial investment in a Fund is $10 million, although lesser amounts have in the past been, and may in the future be, accepted in the discretion of the general partner.

JCF&Co’s fee and compensation arrangements vary among the Funds and among investors in the same Fund. The specific terms of such arrangements are established by JCF&Co, as modified by negotiations with investors in the applicable Fund, and as set forth in each Fund’s governing documents, which are received by each investor prior to investment in such Fund. Each Fund’s general partner (including affiliates thereof, the “general partner”) typically charges a performance-based fee (referred to as “carried interest”). Carried interest paid by a Fund is indirectly borne by investors in such Fund. Third party investors in all Funds are generally charged carried interest, although a general partner has in the past waived (in whole or in part) or otherwise reduced, and may in the future, in its sole discretion, waive (in whole or in part) or otherwise reduce an investor’s obligation to pay carried interest. Certain co-investors will be assessed a carried interest or another performance-based fee. However, not all co-investors will be assessed carried interest at the same rate, and some co-investors are expected to obtain more favorable rates than others. JCF&Co and its affiliates have in the past, and are expected in the future, to waive (in whole or in part) or modify a co-investor’s obligation to pay carried interest at the time of admission of such investor to the co-investment vehicle. Specifically, JCF&Co expects carried interest to be waived (in whole or in part) or otherwise reduced for co-investors that are JCF&Co employees and other “friends and family” of the firm, as well as for co-investors that are deemed “strategic investors” (as described in Item 11 below). In addition, the governing documents of a Fund have in the past, and are expected in the future to provide, that the investor in such Fund shall not be subject to the carried interest on aggregate co-investment capital commitments alongside such Fund up to the amount of its capital commitment to such Fund. Carried interest is payable to JCF&Co or an affiliate thereof.

Additionally, the payment by some, but not all, Funds of carried interest or the payment of carried interest at varying rates creates an incentive for the Adviser to disproportionately allocate time, services or functions to Funds paying carried interest or Funds paying carried interest at a higher rate or allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the governing documents of the Funds, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and JCF&Co’s policies and procedures setting forth investment allocation requirements. In addition, the carried interest creates an incentive for the general partner to make riskier or more speculative investments on behalf of a Fund than it would otherwise make in the absence of such performance-based arrangement. However, the JCF investment team, including Mr. Flowers, has invested substantial amounts in the Funds, which should reduce this incentive. Finally, if distributions are made in kind, the amount of any such distribution generally will be accounted for (including for purposes of calculating carried interest) at the fair market value of the distributed property as determined in accordance with procedures specified in each Fund’s governing documents. See Item 11 below for additional information relating to how conflicts of interest are generally addressed by JCF&Co.

A. An affiliate of JCF&Co, J.C. Flowers Securities Co. LLC (“JCF Securities”), is registered with the SEC as a limited purpose broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). JCF Securities is authorized to provide investment and M&A advisory services to third party clients, as well as to conduct private placements of securities. JCF Securities expects to

engage in such activities infrequently on an ad hoc basis. JCF Securities does not intend to hold funds or securities for, or owe money or securities to, clients generally. Certain of JCF’s management persons are registered representatives of JCF Securities. Certain fees described in Item 5 above are payable to JCF Securities. B. Neither JCF&Co nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. An affiliate of JCF&Co generally serves as the general partner (or similar managing body) of each Fund. For a description of potentially material conflicts of interest created by the relationship among JCF&Co and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below. J.C. Flowers & Co. UK LLP (“JCF UK”), a subsidiary of JCF&Co, renders investment sub-advisory services to JCF&Co, primarily with respect to investment opportunities in Europe. JCF UK is registered with the UK Financial Conduct Authority pursuant to the United Kingdom’s Financial Services Act 2012. Because JCF&Co’s investment strategy is focused on the financial services industry, the Funds have portfolio investments in various types of financial institutions, including but not limited to retail, commercial and investment banks and thrifts, asset management and brokerage houses, and insurance and reinsurance companies, some of which provide investment advisory services. Some of these investments may be deemed “controlled” investments. As a result, certain conflicts of interest with the Fund may arise; for example, as described in Item 11, investment opportunities that may be appropriate for the Funds may be allocated in whole or in part to such entities. However, JCF&Co does not believe such conflicts of interest to be material. In addition, JCF&Co has policies and procedures in place that are designed to mitigate these types of conflicts of interest, although there can be no assurances that such policies and procedures will be effective. JCF&Co does not recommend, select or receive compensation directly or indirectly from other investment advisers for its Clients or have other business relationships with other investment advisers that are expected to create a material conflict of interest.

A. JCF&Co has adopted a Code of Ethics (the “Code”) that sets forth standards of business conduct for its employees. Pursuant to the Ethics Policy set forth in the Code, JCF&Co personnel are required to comply with applicable laws and regulations and make prompt reports of any actual or suspected violations of such laws by JCF&Co or its personnel. JCF&Co personnel who violate the Code may be subject to remedial actions, including, but not limited to, suspension or dismissal. In addition, the Code sets forth formal policies and procedures with respect to the personal securities trading activities of JCF’s personnel. The Code requires that personnel pre39

clear certain public and private personal securities transactions, report personal securities transactions on at least a quarterly basis and provide JCF&Co with a summary of personal securities holdings at least annually. The Code also addresses confidentiality and insider trading, and expressly prohibits personnel from disseminating material nonpublic information or using such information to inappropriately benefit any party through securities trading activities. Personnel are required to provide a written certification as to their compliance with the Code on an annual basis. Copies of JCF’s Code will be provided to any existing or prospective Client upon request. However, the Adviser reserves the right to refine and modify the Code and its other policies and procedures overtime. No investor or prospective investor should invest with the firm 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 Funds and/or the expenses borne thereby. B. From time to time, consistent with a Fund’s investment objectives and subject to satisfaction of the policies and procedures set forth in the Code, JCF’s compliance manual (the “Compliance Manual”), the Fund’s governing documents and applicable law, JCF&Co has recommended, and may in the future recommend, that a Fund acquire or sell securities in which a JCF&Co related person has a pre-existing direct or indirect interest, and an affiliate of JCF has caused, and may in the future cause, the Fund to effect the recommended transaction. A potential conflict of interest could arise in that the interested JCF&Co related person could benefit from such a purchase or sale of the applicable security by a Fund. However, JCF has policies and procedures designed to identify and manage conflicts of interest to the extent they arise in connection with such transactions. Certain terms of the Funds’ governing documents and the equity participation of JCF&Co related persons in the Funds further mitigate such conflicts. C. From time to time, subject to compliance with the policies and procedures set forth in the Code, the Compliance Manual, the Fund’s governing documents and applicable law, a JCF&Co related person has acquired and sold, and may in the future acquire or sell, securities of a company in which a Fund has a pre-existing direct or indirect interest. Such securities have in the past and could in the future be senior in the capital structure to the securities held by a Fund. A potential conflict of interest could arise in that the interested JCF&Co related person could benefit from the Fund’s ownership of, or subsequent sale of, the applicable company or security. However, the Code and the Compliance Manual are designed to identify and manage conflicts of interest to the extent they arise in connection with the personal securities transactions and other investment activities of JCF&Co related persons. In particular, the Code requires that JCF related persons abide by policies and procedures, including a pre-clearance procedure, in connection with their personal securities trading activities, and such activities are monitored under the Code to ensure compliance with such policies and procedures. D. From time to time, in appropriate circumstances and subject to compliance with the policies and procedures set forth in the Code, the Compliance Manual and the Fund’s governing documents,

JCF&Co has established, and may in the future establish, certain investment vehicles through which JCF&Co personnel and other related persons or business associates may invest alongside a Fund in one or more investment opportunities. Such vehicles, referred to as “co-investment vehicles,” generally are contractually required, as a condition of investment, to purchase and sell each investment opportunity at substantially the same time and on substantially the same terms as the applicable Fund that is invested in that investment opportunity. Such co-investment vehicles are generally not required to pay management fees or carried interest (but in some cases do pay maintenance fees, administrative fees and one-time funding fees). The general partner may permit certain strategic investors (which may consist of third parties or limited partners) to invest in transactions in which the Funds invest if JCF&Co determines in good faith that their investment will provide business benefits to a Fund in sourcing, consummating, managing or exiting portfolio investments (including where an investor can invest or commit to invest a significant amount of capital in a short period of time). See “Allocation of Investment Opportunities” below for further information regarding allocation of co-investments. JCF has in the past formed and may in the future form managed accounts to permit an investor to participate in investments pursued by a Fund. Investment opportunities will be allocated between a Fund and a managed account as provided in the governing documents of such Fund and managed account. A Fund may directly or indirectly source, originate, syndicate, sell, purchase and/or transfer all or any portion of a portfolio investment (or portfolio of assets/investments) to one or more coinvestment vehicles or managed accounts as provided in the governing documents of such Fund. If all or any portion of an investment opportunity is acquired with the intention of facilitating such investment and such portion is not ultimately syndicated, in whole or in part, the Fund’s investment portfolio may be more concentrated among a smaller group of investments than expected or desired, which would increase the susceptibility of the Fund’s investment program to adverse changes in the value of such investments. Further, the risk of a co-investment not being consummated generally would increase in the event a portfolio investment decreases in value while held by the Fund, potentially requiring the Fund to bear the losses in connection with such investment. In addition, there can be no assurance the terms of any syndication will be advantageous to the Fund, which may adversely affect the performance of such investment. JCF will have conflicting duties to a Fund and co-investment vehicles or managed accounts when the Fund sells assets to co-investment vehicles or managed accounts, including as a result of different financial incentives JCF may have with respect to the Fund and such co-investment vehicles or managed accounts. There can be no assurance that any assets sold by a Fund to a coinvestment vehicle or managed account will not be valued at or allocated a sale price that is lower than might otherwise have been the case if such asset were sold to a third party rather than to a co-investment vehicle or managed account. JCF will not be required to solicit third-party bids prior to causing a Fund to sell an asset to a co-investment vehicle or managed account as provided above and will not be subject to the approval of the LP committee of a Fund except as provided in the governing documents of the Fund. JCF typically determines the cost of co-investments in

its sole discretion, taking into account its cost to a Fund, the cost of capital and other factors, and is permitted to not charge the co-investors an amount that accurately reflects any appreciation in the value of the investment or appropriately compensates the Fund for the costs and risks incurred during the holding period. Therefore, depending on the change in value of the investment during such interim period, a Fund may not receive the full benefit of any increase in value. Other Potential Conflicts of Interest JCF&Co and its related entities engage in a broad range of activities, including investment activities for their own accounts and for the accounts of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. Investors should be aware that in the ordinary course of conducting its activities, there will be occasions when the interests of a Fund will conflict with those of JCF&Co, other Funds and/or their respective affiliates. Certain potential conflicts of interest are summarized below or described elsewhere herein. However, prospective investors should carefully consider all of the potential conflicts of interest and other risks related to investing in a Fund that are set forth in the private placement memorandum or other offering document for the applicable Fund. Carried Interest. As described in Item 6, carried interest creates an incentive for the general partner of a Fund to make riskier or more speculative investments on behalf of such Fund than would be the case in the absence of this arrangement. Other Fees. As described in Item 5, JCF&Co and its related persons have received and may in the future receive, from prospective portfolio companies, actual portfolio companies, the Funds or their respective affiliates, certain fees, for example monitoring fees, organization fees, set-up fees, financial advisory fees, transaction fees and other similar fees, either in cash or securities, termination, break-up and topping fees, and cash and non-cash directors’ fees, including any such fees payable in the form of warrants, options, derivatives and other rights in respect of securities owned by the Funds and otherwise. Such fees will be in addition to any Management Fees or carried interest paid by the Funds to JCF&Co. This creates a conflict of interest between JCF&Co and its affiliates and the Funds and their investors because the amounts of these fees and reimbursements may be substantial and the Funds and their investors generally do not have an interest in these fees and reimbursements. JCF&Co determines the amount of these fees and reimbursements in its own discretion, subject to the Fund partnership agreements, agreements with sellers, buyers, and negotiations with management teams, the board of directors of or lenders to portfolio companies, and/or third-party co-investors in its transactions. While the amount of fees paid to JCF&Co by the Funds and portfolio companies are disclosed to the LP committee, neither the LP committee nor the investors in a Fund are given the opportunity to review the agreements pursuant to which such fees are paid prior to their being finalized. Receipt of such fees will, in some circumstances, reduce the amount of Management Fees paid to JCF&Co and/or its affiliates by the applicable Fund as set forth in the applicable Fund’s governing documents. The amount and nature of this reduction varies from Fund to Fund and is set forth in

Read the rest in the brochure

A. JCF&Co has full discretionary authority in selecting broker-dealers for the Funds’ transactions, as applicable. JCF&Co primarily invests in private securities and does not frequently engage in the high-volume trading of public securities. In order to monitor best execution of the limited number of public securities transactions in which JCF&Co may engage, the CFO, in consultation with the CCO, will periodically review the Funds’ engagements of broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of JCF and each Fund. 1. JCF&Co does not have any soft dollar arrangements. 2. In the private equity context, client referrals are not relevant to JCF&Co’s selection or recommendation of broker-dealers. 3. JCF&Co does not engage in directed brokerage arrangements. B. In the private equity context, aggregation of the purchase or sale of securities for multiple client accounts is generally not relevant.

A. Other than the compensation described in Items 5, 6, 8, 10 and 11 of this Brochure, no one other than JCF&Co’s Clients provide an economic benefit to JCF&Co for providing investment advice or other advisory services. In addition, JCF and its related persons may, in certain instances, receive discounts on products and services provided by portfolio companies of Funds. B. Neither JCF&Co nor any of its related persons compensates any person who is not a supervised person for Client referrals. However, from time to time, in the context of organizing a Fund, JCF&Co generally compensates one or more placement agents for referrals of Fund investors, and JCF Securities may serve as such a placement agent. A prospective investor solicited by a placement agent or other third party will be advised of any such arrangement, including the receipt of fees.

JCF&Co does not have any disclosure applicable to this Item.

A. The investment portfolios of the Funds are generally private, illiquid and long-term in nature, and accordingly JCF&Co’s review of them is not directed toward a short-term decision to dispose of securities. JCF&Co’s investment professionals monitor and review the Funds’ portfolio investments on an ongoing basis, including, for example, by participating in board meetings and management calls, reviewing annual and interim financial statements, and making ad hoc on-site visits. Each Fund’s financial accounts are maintained and monitored by a dedicated Fund controller under the supervision of JCF&Co’s CFO. In addition, each Fund’s financial statements are audited on an annual basis by an independent third-party accounting firm. B. Mr. Flowers, in conjunction with JCF’s investment committee, regularly supervises and monitors the investment activities of each Fund. C. Audited financial statements are provided to investors in each Fund, generally within 120 days of the end of the Fund’s fiscal year. Unaudited financial statements and investor-specific account statements are generally provided to investors in each Fund within 45-60 days of the end of such Fund’s fiscal quarter. Written reports describing each Fund’s portfolio investments are generally provided to the applicable investors on a semi-annual or quarterly basis. In addition, Fund investors are typically, although not always, invited to participate in an annual investor meeting at which JCF&Co reports on the Fund’s portfolio investments and performance. Finally, JCF&Co will hold investor update calls from time to time as it deems appropriate.

Investors may request or have the right to obtain information relating to a Fund and, to the extent such information is readily available or may be obtained without unreasonable effort or expense, and subject to applicable law, JCF&Co generally will provide such investors with the information requested. Accordingly, such investors may possess information regarding the business and affairs of a Fund that may not be known to other investors. As a result, certain investors may be able to take actions on the basis of such information which, in the absence of such information, other investors do not take.

JCF&Co has access to client accounts because its affiliates serve as the general partners of the Funds. Limited partners will not receive statements from any custodians. JCF&Co complies with Adviser Act Rule 206(4)-2, the “Custody Rule”, by subjecting the Funds to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements are prepared in accordance with generally accepted accounting principles and distributed to each limited partner in accordance with the applicable Fund’s governing agreements.

Typically, JCF&Co provides investment advice directly to the Funds on a discretionary basis and not individually to the investors in the Funds. An affiliate of JCF&Co, usually the general partner, accepts discretionary investment authority for each Fund. Generally, this discretion is subject only to the investment guidelines set forth in the Fund’s governing agreements.

A. JCF&Co accepts authority to vote the securities held by the Funds. JCF’s Proxy Voting Committee, which consists of several managing directors, generally seeks to ensure that public securities owned by a Fund are voted in accordance with the applicable Fund’s best interests and in the

interest of maximizing shareholder value. JCF&Co has also instituted a Proxy Voting Policy that is followed by the Proxy Voting Committee in order to identify and manage conflicts of interest. Generally, the CCO reviews all proxy materials of publicly-traded portfolio companies as well as proxy materials for any extraordinary shareholder votes related to private securities in order to identify potential conflicts of interest. If the CCO determines that JCF&Co or an individual Proxy Voting Committee member has a material conflict of interest (or potential conflict) with respect to any issues presented by the proxy, the Proxy Voting Committee will take steps to mitigate the conflict. Similarly, in the event that it is determined that refraining from voting is in the best interest of a Fund’s limited partners, JCF will refrain accordingly. The steps to mitigate a potential conflict may include: consulting with legal counsel, disclosing the conflict to the Fund’s investor advisory committee (as described in the Fund’s governing documents) and requiring any conflicted individual to recuse him/herself from the determination as to how to vote the proxy. Upon request, a Client may obtain a copy of JCF’s Proxy Voting Policy as well as information about how JCF&Co voted any proxies on the Client’s behalf. B. See Item 17.A above.

A. JCF&Co does not require or solicit prepayment of client fees six months or more in advance. B. JCF&Co does not have any financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients. C. JCF&Co has never been the subject of a bankruptcy petition.