New Mountain Capital

NMC, a Delaware limited liability company, provides investment advisory services on a discretionary basis to several private equity funds that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”) (each a “Fund” or “Client,” and collectively, the “Funds” or “Clients”). Affiliates of NMC serve as the general partners of the Funds (each a “PE GP” and collectively, the “PE GPs”). The sole member of NMC is New Mountain Capital Group, L.P. (together with its affiliates, “New Mountain” or the “Firm”), whose ultimate owners include Steven B. Klinsky, a minority investor, all of New Mountain’s Managing Directors (currently, forty-four individuals) and related and other vehicles. Separately, the PE GPs are controlled by Steven B. Klinsky and are ultimately owned by Steven B. Klinsky, other current and former New Mountain professionals and related vehicles and a minority investor. Despite Mr. Klinsky’s controlling and ownership positions, all of New Mountain’s team members broadly share in the economics of the Firm through the receipt of “carry” or “phantom carry” in every New Mountain transaction. Mr. Klinsky founded the Firm in 1999. In providing advisory services to the Funds, NMC manages the portfolio of companies and other investments belonging to the Funds, including the purchase and disposition thereof, in accordance with each Fund’s investment objective and policies as stated in the Fund’s offering documents and the investment and other restrictions set forth in the Fund’s governing documents (“Governing Documents”). Investment management services are provided directly to Clients and not individually to investors in Clients. Each Fund’s portfolio generally includes predominately direct private equity and equity-related investments, including investments in publicly traded companies, leveraged acquisitions, build-ups, recapitalizations, control restructurings, management buyouts, pre-public offering opportunities and

growth equity transactions. In addition, certain Funds focus on minority and other non-control investments. As of December 31, 2025, NMC managed $46,410,268,101 of client regulatory assets under management on a discretionary basis.

Compensation received by New Mountain from the Funds is comprised of management fees, carried interest and other fees. Management Fees As compensation for investment advisory services rendered to the Funds, NMC receives from each such Fund a management fee that is typically calculated based on capital commitments or actively invested capital during the applicable Fund’s investment period or actively invested capital following the termination of such Fund’s investment period. NMC’s management fee during the investment period has ranged from 1.5% to 2.0% of capital commitments or actively invested capital and NMC’s management fee following the termination of the investment period has ranged from 1.0% to 1.5% of actively invested capital. Management fees for each Fund are generally charged semi-annually in advance by drawdowns of the limited partners’ unfunded capital commitments or out of proceeds from the Funds’ investments that would otherwise be distributable to such partners. The management fee for a Fund is reduced by the amount of excess organizational expenses paid by investors in a Fund, as well as by a specified percentage of other fees received by NMC as described in “Other Fees and Expenses” below. As our investors are aware, the precise amount of, and the manner and calculation of, the management fees for each Fund are established by NMC through negotiations with investors in the applicable Fund and are set forth in such Fund’s Governing Documents. The management fees are generally subject to modification, waiver or reduction by NMC in its sole discretion, both voluntarily and on a negotiated basis with selected investors. Management fees will often differ among Funds, as well as among investors in the same Fund. The fee structures described above will be modified from time to time as set forth in each Fund’s respective Governing Documents. The Governing Documents set forth the full list of terms under which management fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified management fee rate in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. In accordance with the applicable Governing Documents, NMC is permitted to waive a portion of the management fees in exchange for a profits interest in the applicable Fund. Amounts waived are used to satisfy a portion of the applicable PE GP’s capital contributions for portfolio investments at the time of the drawdown. Amounts waived reduce the respective Fund limited partner’s management fees otherwise due in the next semi-annual period. Profits in excess of amounts contributed by limited partners to fund portfolio investments (excluding amounts waived) will first be allocated to the applicable PE GP in an amount equal to the amount waived at the time of the drawdown and then to all partners. Carried Interest As general partner of a Fund, the applicable PE GP is entitled to performance-based allocations and distributions in the form of carried interest. A detailed description of the carried interest calculation

methodology applicable to a Fund can be found in such Fund’s Governing Documents. Generally, carried interest is calculated based on a percentage of the profits generated from a Fund’s investments and is subject to the satisfaction of a preferred return, the recoupment of allocated losses and fees, if any, and expenses and other criteria set forth in the Governing Documents. The applicable PE GP may waive or defer all or a portion of the carried interest. No carried interest has been, nor is expected to be, charged with respect to co-investment vehicles. The existence of a PE GP’s carried interest creates an incentive for the PE GP to make riskier or more speculative investments on behalf of the relevant Fund than would be the case in the absence of this arrangement. Other Fees and Expenses To the extent specified in a Fund’s Governing Documents, NMC or another NMC entity will be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting of: (i) management services or advisory consulting fees paid by any portfolio company; (ii) transaction fees paid by any portfolio company; and (iii) other designated net fee payments received by NMC or its partners or personnel from portfolio companies or prospective portfolio companies. A Fund’s Governing Documents generally will provide that Supplemental Fees received by NMC and attributable to the Fund’s investment in a portfolio company will be credited against management fees otherwise owed to NMC in a specified percentage. The remaining amount of such Supplemental Fees will be retained by NMC. As a matter of practice, NMC is typically paid Supplemental Fees from, on behalf of or with respect to co-investors and other owners of an investment, as well as other fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not reduce the management fee payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any such fee. “Fully diluted” basis calculations generally relate to a Fund’s ownership of a portfolio company’s common equity, including ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain Fund investments into a portfolio company, such as debt or certain debt-like investments (e.g., non-participating preferred equity), is not a factor when determining a Fund’s allocable portion of a fee on a “fully diluted” basis. As a result, a Fund will not benefit from (and NMC and its affiliates are expected to retain) the portion of any fee related to, among other items: (i) the relevant PE GP, affiliated partner or similar fee-free investor commitments; or (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by NMC, service providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. NMC’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. In addition to the foregoing, as set forth in the Governing Documents of the applicable Fund, investors in the Funds generally bear expenses relating to the Funds’ operations. These vary by Fund, but typically will include, among other things: (a) out-of-pocket fees and expenses relating to consummated portfolio investments, proposed but unconsummated portfolio investments (such fees and expenses, “Broken Deal Expenses”) and temporary investments, including the sourcing, bidding, financing, evaluating, making deposits on, purchasing, trading, syndication of co5

investments, settling, maintaining custody, acquisition, holding, disposition, monitoring and sale thereof, to the extent that such fees and expenses are not reimbursed by a portfolio company or other third person, including fees and expenses related to the syndication of co-investments and the organization 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 overhead expenses related to such entity; provided that (i) travel, meal and lodging expenses incurred in connection with the preliminary investigation of potential investment opportunities to the extent not reimbursed by portfolio companies or other third persons or capitalized as part of the acquisition price of a portfolio investment shall be borne by the PE GPs, NMC or its affiliates but not the Fund or any limited partner and (ii) travel, meal and lodging expenses of monitoring of portfolio investments to the extent not reimbursed by portfolio companies or other third persons, shall be borne by the PE GPs, NMC or its affiliates, or, in some cases, the Fund; (b) an amount equal to 100% of all premiums for insurance protecting the Fund and any covered persons from liabilities to third persons in connection with Fund affairs to the extent such premiums cover liabilities with respect to actions or omissions of the Fund or of any covered person that would otherwise be subject to indemnification by the Fund; (c) out-of-pocket legal, portfolio company investment-related public relations, custodial and accounting expenses of third-party service providers, including fees, costs and expenses associated with the preparation of amendments to the Governing Document(s) and the solicitation of consent to such amendments, the preparation, printing and distribution of the Fund’s financial statements, tax returns and Schedule K-1s, and any “Fund-Related Compliance Obligation Expenses” (it being understood that, where such FundRelated Compliance Obligation Expenses relate to the Fund and other clients of New Mountain, such costs and expenses shall mean the Fund’s allocable share thereof as determined in good faith by NMC), and out-of-pocket expenses related to data rooms, investor portals or other websites and accounting systems; (d) interest on and fees and expenses arising out of all Fund indebtedness, including, but not limited to, the arranging thereof and the costs and expenses of any lenders, investment banks and other financing sources; (e) out-of-pocket auditing, accounting, appraisal, banking, brokerage, consulting, operating and valuation expenses of third-party service providers (including accounting, technology and environmental, social and governance consultants); (f) outof-pocket appraisal expenses of third-party service providers; (g) out-of-pocket fees, costs and expenses of any third-party administrators and deal finders; (h) expenses of the Advisory Committee (as defined below) of the Fund (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Advisory Committee of the Fund, if the applicable PE GP agrees to permit such engagement); (i) extraordinary costs and expenses (including, but not limited to indemnification and contribution expenses); (j) subject to the Governing Document(s), taxes and other governmental charges, fees and duties payable by the Fund, and costs and expenses associated with third party tax advisors, tax return preparation or tax audits; (k) damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder for interests engaged by the Fund or its affiliates); (l) costs of reporting to the partners and of the annual or any special meeting of the Fund; (m) costs associated with any third-party examinations or audits (including other similar services) of the Fund or NMC that are attributable to the operation of the Fund or requested by limited partners; (n) costs of winding up and liquidating, dissolving and terminating a Fund; (o) expenses incurred in connection with complying with the Governing Document(s) and provisions in side letter agreements entered into with limited partners, including “most favored nations” provisions, as well as any costs and expenses incurred in connection with any transfer pricing studies and any transfer of interests in the Fund (to the extent not reimbursed by the parties to such transfer); (p) the cost of operational, legal, compliance, tax and accounting software and related expenses; (q) the cost of software utilized by NMC in connection with the initial onboarding of investors and ongoing

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Loss

Methods of Analysis, Investment Strategies and Risk of

The Funds advised by NMC have the objective of seeking long-term capital appreciation through acquiring, holding and disposing of direct private equity and equity-related investments. Certain Funds focus on control and control-oriented investments whereas others focus on minority and other non-control investments. The Funds invest (or have invested) primarily in North American companies, but may invest outside of North America, if appropriate. NMC’s targeted investment strategy is based on four investment principles employed by the Firm since its inception: (i)

A generalist approach, combined with proactive pursuit of what NMC believes are the highest quality opportunities within carefully selected “defensive growth” industries;

(ii)

An intense focus on investor “value-added” and a proven ability to build businesses after an investment is made;

(iii)

Emphasis on strong downside protection, control of risk and active company governance; and

(iv)

Continued pursuit of superior risk-adjusted returns, combined with timely, intelligent exits and strong return performance to date.

Notwithstanding the above, NMC may pursue a wide variety of private equity investment strategies and may modify or depart from the investment strategy and investment process described above if it identifies private equity investment opportunities that it believes are sufficiently attractive for the Funds. Investing in the Funds involves material risks, including the risk of loss. The following is a list of certain material risks that are generally applicable to investments in the Funds. However, investors should also review the offering documents of the applicable Fund to understand the risks and potential conflicts of interest associated with an investment in such Fund. No Assurance of Investment Return Investment in the Funds entails a high degree of risk. There can be no assurance that any Fund will be successful in choosing, making, and realizing investments in any particular portfolio company or portfolio companies. There is 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. There could be little or no near-term cash flow available to the investors from the Funds, and there can be no assurance that any investment in a Fund will return any distribution from the Fund. Partial or complete sales, transfers or other dispositions of investments which result in a return of capital or the realization of gains, if any, are generally not expected to occur for a number of years after an investment is made. Accordingly, an investment in a Fund should only be considered by persons for whom a speculative, illiquid and long-term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment. There can be no assurance that targeted returns for any Fund will be achieved or that a Fund will be able to implement its investment strategy and investment approach, or achieve its investment objective. Past performance of investment entities associated with NMC and/or its affiliates is not necessarily indicative of future results. There can be no assurance that any Fund will achieve comparable results or that performance objectives of any will be achieved. Above Average Degree of Risk; Suitability of Investments The investments made by a Fund may result in a higher amount of risk, volatility or loss of principal than alternative investment options. Investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment may not be suitable for investors with lower risk tolerance. An investment is suitable only for sophisticated investors and an investor must have the financial ability to understand and willingness to accept the extent of its exposure to the risks and lack of liquidity inherent in an investment in a Fund. Investors with any doubts as to the suitability of an investment in any Fund should consult their professional advisers to assist them in making their own legal, tax, accounting and financial evaluation of the merits and risks of investment in light of their own circumstances and financial condition. An investment in a Fund requires a longterm commitment, and there can be no assurance that any Fund’s investment objectives will be

achieved or that there will be any return of capital. Therefore, investors should only invest in a Fund if they can withstand a total loss of their investment. Legal and Regulatory Environment for Private Investment Funds and their Managers The legal, tax and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities could have a material adverse effect on the ability of each Fund to pursue its investment program and the value of investments it holds. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Funds to pursue their investment programs or employ brokers and other counterparties could have a material adverse effect on the Funds. In addition, NMC can, in its sole discretion, cause the Funds to be subject to certain laws and regulations if it believes that an investment or business activity is in a Fund’s interest, even if such laws and regulations could have a detrimental effect on one or more investors in the Fund. General Economic and Market Conditions The success of a Fund’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, industry conditions, competition, technological developments, domestic and international economic uncertainty, changes in laws, trade barriers, currency exchange controls, and national and international political circumstances. These factors may affect the level and volatility of financial instruments’ prices and the liquidity of such Fund’s investments. A Fund’s financial condition and profitability may be adversely affected by a significant general economic downturn. Limited or No Operating History Certain Clients are newly formed, or recently formed, entities and do not have any operating history, or have limited operating history, upon which prospective investors can evaluate their anticipated performance. The investment professionals of NMC have been using investment strategies similar to the investment strategies described herein for several years. However, there can be no assurance that Clients or NMC will achieve results comparable to those that the investment professionals have achieved in the past. Role of NMC and its Professionals The success of a Fund will depend on the ability of the PE GPs and NMC to identify suitable portfolio investments, to negotiate and arrange the closing of appropriate transactions, and to arrange the timely disposition of portfolio investments. The success of a Fund will also depend in part upon the skill, expertise and ability of NMC’s investment professionals and the management of portfolio companies. The interests of these professionals in NMC and the carried interest should tend to discourage them from withdrawing from participation in a Fund’s investment activities. However, there can be no assurance that such professionals will continue to be associated with NMC, the PE GP or NMC throughout the life of a Fund and a loss of the services of key personnel could impair NMC’s ability to provide services to a Fund. In addition, the commitments of NMC personnel to invest in a Fund may be financed in whole or in part by third party lenders and secured by other assets of such personnel, and therefore the interests of such personnel and the investors of a Fund may not be aligned in the same manner as would otherwise be the case. There is ever15

increasing competition among alternative asset managers, financial institutions, private investment firms, financial sponsors, investment managers and other industry participants for hiring and retaining qualified investment professionals. There can be no assurance that NMC personnel or its Senior Advisors will not be solicited by and join competitors or other firms and/or that NMC will be able to hire and retain any new personnel or Senior Advisors that it seeks to maintain or add to its roster of investment professionals. In addition, members of the investment team will work on other projects for NMC. Conflicts of interest may arise in allocating management time, services or functions, and the PE GPs and NMC and their respective affiliates’ ability to access other professionals and resources within NMC for the benefit of a Fund as described herein will be limited. A Fund will generally have no interest in such other investments, funds, vehicles and accounts where team members spend time. Such access may also be limited by the internal compliance policies of NMC or other legal or business considerations, including those constraints generally discussed herein. Effect of Substantial Losses on the Operations of NMC and the PE GP If, due to extraordinary market conditions or other reasons, one or more Funds were to incur substantial losses, the revenues of NMC and its affiliates may decline substantially. Such losses may hamper NMC and its affiliates’ ability to (i) retain employees and (ii) provide the same level of service to other Funds as it has in the past. Competitive Market for Investment Opportunities The Funds are expected to encounter competition from other entities having similar or overlapping objectives and others pursuing the same or similar opportunities. Potential competitors include other Funds managed by NMC, whether formed now or in the future, their portfolio companies, other investment vehicles, debt and equity market, individuals, merchant banks, business development companies, financial institutions, pension funds, sovereign wealth funds, hedge funds, mutual funds, banks and industrial groups. Competition for appropriate investment opportunities reduces the number of investment opportunities available to a Fund, and can adversely affect the terms upon which investments can be made. There can be no assurance that a Fund will be able to locate, complete and exit investments which satisfy such Fund’s target size range, rate of return objectives, or realize upon their values, or that it will be able to invest fully its committed capital. To the extent that a Fund encounters competition for investments, returns to investors may decrease. Uncertainty of Financial Projections The applicable PE GP generally establishes the pricing of transactions and the capital structure of a portfolio company on the basis of financial projections for such portfolio companies and is normally based primarily on management judgments. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic, political and market conditions, which are not predictable, can have a material adverse impact on the reliability of such projections. Use of Leverage A Fund is permitted to make use of leverage by incurring or having a portfolio company or intermediate entity incur debt to finance all or a portion of certain investments, whether on a temporary or long-term basis. Leverage generally magnifies both such Fund’s opportunities for gain

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The only investment advisory service provided by NMC is in the capacity of acting as the investment adviser to the Funds. Investment advice is provided directly to the Funds and not individually to each Fund’s investors. Each Fund’s investors are “accredited investors,” as that term is defined by Rule 501 of Regulation D under the Securities Act, and in the case of Fund vehicles that rely on Section 3(c)(7), “qualified purchasers” under Section 2(a)(51)(A) of the 1940 Act. Certain Fund vehicles rely on Section 3(c)(1) of the 1940 Act and do not require their investors to be “qualified purchasers” but limit the number of beneficial owners of their securities to 100 or less. Details concerning applicable investor suitability criteria are set forth in the applicable Fund’s offering documents and subscription materials. The offering documents of each Fund generally provide for a minimum investment amount (typically $10 million), although such minimums may be waived.

As discussed under Item 5 – “Fees and Compensation” – above, the PE GPs are entitled to performance-based allocations and distributions in the form of carried interest from the applicable Funds.

Related General Partners As described in Item 4 – “Advisory Business” above, the PE GPs serve as the general partners to each of the Funds, respectively, and are under common control with NMC. Affiliated Advisers New Mountain Finance Advisers, L.L.C., and New Mountain Credit CLO Advisers, L.L.C. (the “Affiliated Advisers”) are advisory affiliates of NMC, and serve as the respective managers to a publicly traded business development company (NASDAQ: NMFC), private credit funds, a senior loan program, and affiliated CL vehicles. Each of the Affiliated Advisers is separately registered with the SEC pursuant to the Advisers Act. Although the investment strategies of the Funds managed by NMC are different from the strategies of the vehicles managed by the Affiliated Advisers, NMC expects to rely heavily on the extensive expertise and industry relationships developed by the employees and Senior Advisors of the Affiliated Advisers to identify and evaluate potential investment opportunities for the Funds. Research from New Mountain’s private equity strategy will be used to benefit other New Mountain strategies and their clients. The activities of these advisory affiliates can give rise to certain conflicts of interest as described herein. Other Financial Industry Activities and Affiliations Some portfolio companies are operated by management teams that are independent of NMC. NMC believes that such portfolio companies do not create a material conflict of interest with NMC’s clients. NMC agrees to provide a list of such portfolio companies upon request. NMC and/or its affiliates and portfolio companies may, do and will utilize products and services – including discounted products and services – provided by portfolio companies.

Transactions and Personal Trading Code of Ethics/Personal Trading

NMC has adopted a formal code of ethics and insider trading policies and procedures (the “Code”) to address and mitigate potential conflicts of interest as required under Rule 204A-1 of the Advisers Act (“Rule 204A-1”). For purposes of Rule 204A-1, all New Mountain employees are designated as “access persons” (“Access Persons”). Based on relevant risk-based assessments, NMC also designates certain non-employee consultants, including New Mountain Senior Advisors1 as Access Persons for purposes of Rule 204A-1. Compliance may grant written exceptions to the Code. Rule 204A-1 requires NMC to adopt a code of ethics that sets forth a standard of business conduct and compliance with federal securities laws by all of NMC’s Access Persons. Policies and procedures have been adopted to ensure compliance with the provisions of the Code, including preapproval of personal securities transactions and a 60-day holding requirement for all positions requiring pre-approval (other than NMFC, which is subject to a longer holding period), annual affirmations of compliance (such as disclosure of disciplinary history, conflicts of interest, etc.) and regular reviews of holdings and transactions. NMC and its Access Persons are generally not permitted to trade in securities maintained on NMC’s restricted list except in some very limited circumstances that require pre-approval by the Chief Compliance Officer (or a Compliance Representative). NMC has retained ComplySci, a third-party technology vendor, to assist Compliance in the periodic review of all Access Persons’ brokerage statements and other related investment reports. Further, the principals of NMC, its employees and New Mountain Senior Advisors may sit on boards of public companies, including those in which the Funds are invested. Board service is subject to the approval of NMC to allow Compliance to identify any actual or potential conflicts.2 By reason of their responsibilities in connection with their other New Mountain activities, NMC

Generally, New Mountain Senior Advisors are similar to “Operating Partners” who provide general or specific industry expertise on particular projects or transactions. A majority of New Mountain’s Senior Advisors are designated as “access persons” pursuant to Rule 204A-1 and are subject to New Mountain’s Code of Ethics, which therefore allows them to be fully included in New Mountain’s investment reviews. Based on a variety of factors, the Senior Advisors are designated as “non-access persons” and are not subject to New Mountain’s Code of Ethics, which results in more limited or specialized roles. There is no guarantee that New Mountain will continue to employ or engage these Senior Advisors, and New Mountain may hire or engage additional Senior Advisors in the future, who may be full time employees, or consultants. Where engaged as the latter, based on individual circumstances, these individuals may, at New Mountain’s discretion, be designated as either “access” or “non-access” for purposes of Rule 204A-1. Similar to New Mountain employees, New Mountain Senior Advisors may, in connection with activities related or unrelated to New Mountain, also serve as directors of unaffiliated public companies with the notification or approval of Compliance. Senior Advisors may also hold senior management or operating positions at portfolio companies advised by one or more Funds. Management fees will not be offset by any salary, benefits, directors’ fees, stock options and other compensation granted or paid by portfolio companies to (i) non-employee Senior Advisors for serving on boards of directors, serving in executive management roles or performing the functional equivalent of such roles (and New Mountain may reduce the compensation paid by NMC to Senior Advisors who serve in roles) or (ii) other New Mountain personnel in respect of services performed in an executive management role at a portfolio company during a period in which such other personnel was not an employee of New Mountain. Senior Advisors may share office space with New Mountain employees and may have other indicia of a New Mountain employee (including, in certain cases, use of New Mountain email addresses, laptops and business cards, participation in New Mountain health plans and/or other similar benefits typically associated with employment). In addition, Senior Advisors may share in carried interest otherwise payable to New Mountain. Over time, certain existing and future employees of New Mountain (including senior New Mountain personnel) may transition to a Senior Advisor role. Such a transition would have the effect of shifting the burden of the compensation of such employees from New Mountain to the Funds and/or their portfolio companies. All employees must notify Compliance of all outside corporate board memberships and pre-clear such memberships with Compliance.

personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. NMC may not be free to act upon any such information. Due to these restrictions, NMC may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. A copy of NMC’s Code is available upon request to Joseph Hartswell, Chief Compliance Officer, New Mountain, 1633 Broadway, 48th Floor, New York, NY 10019. Participation or Interest in Client Transactions Continuation Vehicles and Continuation Transactions Subject to the requirements of the Governing Documents, NMC could from time to time establish other investment vehicles for the purpose of purchasing one or more investments from a Fund (including, but not always, where the selling Fund is approaching the end of its term) in connection with, or alongside another Fund making an investment (such vehicles, “Continuation Vehicles” and such transactions, “Continuation Transactions”). In such circumstances, NMC is acting on behalf of, and making the investment decision for, both a Fund and the applicable Continuation Vehicle. As a result, Continuation Transactions implicate conflicts of interest. Because NMC and/or its affiliates will have the opportunity to earn additional management fees and/or receive additional carried interest and other benefits in respect of such Continuation Transactions, and because each purchaser’s commitment to acquire interests in a Continuation Vehicle will ordinarily be conditioned upon completion of the Continuation Transaction, NMC will have a conflict of interest in determining transaction terms and participants. While certain conflicts of interest related to Continuation Transactions often require approval by the Advisory Committee of a Fund, certain transactions may be able to be completed at the initiation of the applicable PE GP without any such approval. Principal Transactions and Cross Trades At times, NMC can be expected to invest Fund assets in investment vehicles in which its principals, employees or Senior Advisors may have an investment position or NMC may enter into cross trades or other transactions between Funds where the ownership interest in a Fund by NMC or its personnel could be viewed as a principal transaction. In such cases, NMC would affect such transaction only if NMC were to first determine that such trade is in the best interests of the affected Funds and then only in compliance with the requirements of Section 206(3) of the Advisers Act or similar applicable law, and the Governing Documents of the affected Funds, including obtaining any required informed consent from the Advisory Committee or a majority in interest of the investors in the applicable Fund. In addition, as a general matter, no Fund may engage in transactions with affiliates, except for those transactions provided for in the Governing Documents or approved by the Advisory Committee or a majority in interest of the investors of the applicable Fund. Financial Interests in Fund Transactions As described in Item 5 – “Fees and Compensation,” in addition to management fees and carried interest, NMC and its affiliates receive directors’ fees, transaction fees, break-up fees, advisory fees, monitoring fees or other similar fees with respect to advisory and related services provided in connection with investments by the Funds.

NMC may have a conflict of interest to the extent that it has an opportunity to earn a fee from an acquisition or disposition by a Fund. However, NMC believes that the management fee offset provisions described in Item 5 and the substantial equity commitment by NMC and its affiliates to the Funds substantially mitigates this incentive. Allocation of Investments When allocating investment opportunities across Funds, there could be differences in the financial structure of the Funds potentially participating in the opportunity that could introduce an incentive for NMC to favor one Fund over another. However, allocation of investments among parallel and successor Funds are subject to allocation procedures set forth in the Governing Documents of the applicable Funds. In addition, NMC generally does not introduce successor Funds until it is permitted to do so pursuant to the requirements set forth in the respective Governing Documents. NMC expects to be presented with investment opportunities that fall within the investment objective of multiple Funds, and in such circumstances, to the extent permitted by the Governing Documents, NMC shall allocate such opportunities (including any related co-investment opportunities) among the Funds on a basis that the applicable PE GP determines in good faith to be fair and reasonable taking into account all factors as the applicable PE GP deems relevant, including the sourcing of the transaction, the nature of the investment objective, investment focus, mandate or policies, target return profile or projected hold period, focus of each such other investment fund and/or managed account, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for the Funds and other considerations deemed relevant by the applicable PE GP “in good faith.” In addition, because NMC investment professionals have access to the extensive relevant experience of investment professionals throughout NMC’s various investment strategies, from time to time, an investment opportunity may be identified and determined to be suitable for multiple investment strategies. NMC will allocate investment opportunities to the Funds and other NMC entities with overlapping objectives in a manner New Mountain determines to be fair and reasonable, or as otherwise permitted by the Governing Documents. For instance, a private equity investment may be suitable for a credit fund managed by an advisory affiliate, or a credit investment may be suitable for a Fund. In such instances, and subject to the prior approval of the relevant strategy’s portfolio manager(s) and investment committee, the private equity fund(s) or the credit fund(s), as applicable, may participate in and be allocated a particular investment opportunity with the other fund(s) for whom the opportunity most closely aligns to such fund(s)’ investment strategy, up to such amount, if any, that the portfolio manager(s) of each of the relevant strategies, in consultation with Compliance, may determine after considering any potential conflicts of interest, actual or apparent, in accordance with New Mountain’s compliance policies and procedures including its allocation policies. As a result of the foregoing, the Funds may participate in certain investment opportunities otherwise suitable for the Funds to a lesser or extent, or not at all. New Mountain will make such allocation determinations based on expectations that will, in certain circumstances, prove inaccurate. Such determinations are largely subjective and New Mountain will have significant latitude in making such determinations. Depending on the availability of such investment and other appropriate factors, a Fund may invest from time to time (or programmatically) alongside one or more other Funds, co-investment funds, and NMFC in investments that are suitable for such entities. Participating in portfolio investments alongside such other entities will subject the Funds to a number of risks and conflicts. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms

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The Funds typically invest in private securities and do not ordinarily transact with financial intermediaries, such as broker-dealers, in public securities. To the extent a Fund were to transact in public securities, NMC has authority to determine, without first obtaining specific client consent, the type and amount of securities to be bought or sold, the broker or dealer used and the commission rates paid. In making its decisions regarding the allocation of brokerage transactions, NMC would seek to obtain best execution, taking into account the following factors: (i) the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected (such as prompt and accurate confirmation and delivery), taking into account the size of order and difficulty of execution; (iii) the financial strength, integrity and stability of the broker-dealer; (iv) the quality, comprehensiveness and frequency of available research services considered to be of value to NMC and its clients; (v) the value of brokerage services over and above trade execution provided to NMC and its clients; (vi) the competitiveness of commission rates in comparison with other broker-dealers satisfying NMC’s other selection criteria; and (vii) any other factors NMC considers to be in the best interest of the Funds. Although NMC generally seeks competitive commission rates and commission equivalents, it will not necessarily pay the lowest commission or equivalent. Among other reasons, transactions may involve specialized services on the part of a broker-dealer, which may justify higher commissions and equivalents than would be the case for more routine services. Additionally, NMC could receive an economic benefit by having fees waived or by not being charged for utilizing specialized services, such as investment adviser electronic information downloads, access to specialized institutional brokerage trading and customer service teams, and/or specialized batched statements. NMC believes that by utilizing these services, NMC is able to more efficiently manage the Funds and execute its fiduciary duties in connection therewith. Research and Other Soft Dollar Benefits NMC has no written, third party “soft dollar” arrangement with any broker-dealer at present, but it or one or more of its related persons are expected to utilize both third party and proprietary research and cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker dealers in return for proprietary soft dollar benefits. In so doing, NMC or its affiliates have an incentive to select or recommend the broker-dealer based on its or their interest in receiving research or other products or services and because neither NMC nor its affiliates would have to pay for such research or services directly. Research products or services obtained with respect to transactions for a Fund can also benefit and be used to assist NMC in advising other Funds. Thus, research generated in connection with NMC’s investment strategies will be used to benefit other New Mountain investment strategies. Funds could bear more or less of the costs of soft dollar or other research than other New Mountain clients who benefit from such products or services. As discussed above, in selecting a broker for any transaction or series of transactions, NMC may consider a number of factors. Where best execution may be obtained from more than one broker, NMC may purchase and sell securities through brokers that provide research, statistical and other

information, although not all Funds may in every instance be the direct beneficiaries of the research services provided. Research furnished by brokers may include, but is not limited to, information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with security analysts. Broker Selection In selecting a broker, NMC makes a good faith determination that the amount of such transaction fee charges is reasonable in comparison to the value of the research services provided and that such research benefits (either alone or together with other investment vehicles managed by NMC and its affiliates) the Fund for which securities transactions are placed. NMC accepts research from brokers in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934. Brokers will sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker could be less than the suggested allocations or could exceed such suggestions because total brokerage is allocated on the basis of all considerations described above in the discretion of NMC. A broker will not be excluded from receiving business simply because it has not been identified as providing research services.

NMC does not receive any economic benefit (including commissions, equipment or non-research services) from a non-client for providing investment advice or other advisory services to the Funds. NMC has paid, and expects in the future to pay, placement agent and other similar fees to third parties for soliciting or referring prospective investors to it in accordance with applicable state and local laws, and SEC rules and regulations during relevant fundraising periods for Funds. In these

instances, any placement or other similar fees paid by NMC to third parties offset the asset-based management fee with respect to such Fund as discussed under Item 5 – “Fees and Compensation” above.

NMC and its management persons have not been involved in any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of NMC’s advisory business or the integrity of its management.

Portfolio companies under NMC’s management are monitored on a regular basis by each of the portfolio management deal teams, which are led by one or more NMC Managing Directors and Directors, and are also subject to review by NMC’s entire professional staff during NMC staff meetings that are generally held on a weekly basis. Additionally, certain documents and records relating to the limited partner accounts (i.e. financial, accounting, etc.) are prepared, maintained and reviewed in more detail by the Firm’s Chief Financial Officer, Controller and Accounting Team, as appropriate. The Chief Compliance Officer, or their designee, also performs a variety of periodic account reviews as part of NMC’s overall Advisers Act Rule 206(4)-7 annual compliance review. NMC does not provide reports to the Funds. Rather, the Funds to which NMC provides investment advice furnish each investor in such Funds with a quarterly report and annual audited financial statements (See Item 15 – “Custody” below). In addition to such general Fund reporting, NMC 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).

NMC is deemed to have custody of Client funds or securities because it or its related persons serve as the investment manager or PE GP of each Fund and hence have access to client funds or securities. Investors will not receive statements from the custodian. Instead, the Funds are subject to an independent annual audit. The audited financial statements are prepared by the Funds in accordance with generally accepted accounting principles and are audited by an independent auditor in accordance with generally accepted auditing standards and are generally distributed within 90 days of the applicable Fund’s fiscal year end, pursuant to such Fund’s Governing Documents. Custody of the Funds’ assets is maintained in compliance with the Advisers Act Rule 206(4)-2. Where required, cash and securities are maintained at a financial institution meeting the definition of “qualified custodian” under the Advisers Act.

The applicable PE GP has discretionary investment authority for a Fund. Generally, this discretion is subject only to the investment guidelines set forth in the Governing Documents of the applicable Fund and certain investor-imposed restrictions.

In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Advisers Act, NMC is charged with identifying the proxies upon which NMC will vote, voting the proxies in the best interest of clients, and submitting the proxies promptly and properly. All proxies that NMC receives will be treated in accordance with these policies and procedures. NMC’s policy is to vote client proxies in what it determines to be in the interest of maximizing investor value. To that end, NMC will vote in a way that it believes is consistent with its fiduciary duty, and in a way that NMC believes will cause the issue to increase the most or decline the least in value as a result of the vote. Consideration will be given to both the short-term and long-term implications of the proposal to be voted on when considering the optimal vote. When voting proxies, NMC will take steps to detect and address conflicts of interest between the interests of its clients and the interests of NMC, its employees, and its affiliates. Investment professionals will be responsible for escalating any conflicts of interest to Compliance. Compliance will be responsible for determining the proper course of action for handling the conflict and may resolve such conflict by relying on the recommendation of a disinterested third-party, seeking the direction of the affected client, or abstaining from voting. Any conflicts escalated to Compliance will be documented along with the course of action taken to resolve such conflicts. Each Fund’s Governing Documents include provisions for the identification and mitigation of conflicts of interest. The Governing Documents for certain Funds may also provide for an Advisory Committee comprised of a small group of investors who are convened at NMC’s request to address

conflicts. In these cases, conflict resolution will be addressed with the Advisory Committee as contemplated in the applicable Governing Documents. A copy of NMC’s proxy voting policies and procedures is memorialized in writing and are available for review upon request. Information on how NMC voted proxies is also available upon request to: Joseph Hartswell, Chief Compliance Officer, New Mountain, 1633 Broadway, 48th Floor, New York, NY 10019.

NMC has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. NMC does not have any events requiring disclosure under this item of this brochure.