The Carlyle Group: investment adviser

completed its conversion from a Delaware limited partnership into a Delaware corporation named The Carlyle Group Inc. (together with related restructuring steps and transactions, the “Conversion”). In connection with the Conversion, senior Carlyle professionals and certain of the other former limited partners of Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings III L.P. (collectively, “Carlyle Holdings”) became holders of shares of common stock of the Public Company (“Common Stock”) in connection with the Conversion. CIM does not hold any economic interest in the Public Company, although certain of its officers and supervised persons hold Common Stock. From and after the consummation of the Conversion, the Public Company holds directly and indirectly all of the outstanding equity interests in Carlyle Holdings, whose subsidiaries operate and control all of the business and affairs of Carlyle and its affiliates. As of April 4, 2025, Carlyle’s co-founders, executive officers and directors held approximately 26% of the voting power of the Common Stock. A group of senior management professionals establishes the management structures and policies and procedures for the operation and development of the firm, guided by the strategic direction set by the Board of Directors of the Public Company. Harvey M. Schwartz, Chief Executive Officer, Justin Plouffe, Chief Financial Officer, Kate E. Heinzelman, General Counsel, Lindsay LoBue, Chief Operating Officer, and Mark Jenkins, Jeff Nedelman and John Redett, each a Co-President, comprise this group of executives. Additional information about the Public Company is available in its current public filings with the SEC. Unless specifically stated otherwise, references in this Brochure to CIM do not include Carlyle, the Public Company or any of Carlyle’s other affiliated entities. Carlyle Investment Management L.L.C. CIM, a Delaware limited liability company formed in 1996, is registered with the SEC as an investment adviser. It provides investment advisory services, either directly or through co- and sub-advisory arrangements, to various Carlyle-sponsored investment vehicles and managed

accounts (each an “Advisory Client” 1 ). In the context of Carlyle’s liquid credit investment activities, CIM, through its relying advisers Carlyle CLO Management L.L.C. and Carlyle CLO Partners Manager L.L.C. (together, “Carlyle CLO”), CBAM CLO Management, LLC (“CBAM CLO”) and Carlyle CLO Management Europe, LLC (f/k/a CBAM CLO Management Europe, LLC, “Carlyle CLO Europe”), generally provides advisory services directly to the investment vehicle as collateral/investment manager. As of December 31, 2025, CIM managed approximately $200.8 billion of assets in respect of which CIM has full investment discretion (subject to the Advisory Client’s established investment guidelines). As of December 31, 2025, CIM also managed approximately $83.1 billion of assets in respect of which CIM does not have full investment discretion. Although CIM is a separately-registered investment adviser that generally operates independently of other Carlyle-affiliated investment advisers, CIM acts as a co-investment adviser with certain affiliated investment advisers (e.g., AlpInvest, as defined below). Further, its status as part of the larger Carlyle organization raises certain actual and potential conflicts of interest, as discussed more fully in Items 8 and 10. CIM also acts as a sub- or co-investment adviser with unaffiliated investment advisers for certain investment vehicles that are joint ventures between Carlyle and unaffiliated entities, for example, its joint ventures with Riverstone Holdings, LLC (“Riverstone”) with respect to certain legacy energy and renewables funds. Through a series of delegation agreements, CIM provides portfolio management services with respect to certain private investment funds that are managed by CIM Europe S.à r.l. (the “CIM AIFM”), an affiliated alternative investment fund manager authorized and regulated by the regulator of the Financial Sector in the Grand Duchy of Luxembourg (Commission de Surveillance du Secteur Financier) (the “CSSF”) under the AIFMD (as defined below). In providing its services to each Advisory Client, CIM and its related persons provide advice with respect to the investment and reinvestment of each Advisory Client’s assets, and may assist in coordinating reports to investors. CIM manages the assets of each Advisory Client in accordance with the terms of the governing documents (or investment management agreement in the case of a separately managed account) applicable to such Advisory Client. Interests in Carlyle-sponsored investment vehicles advised by CIM are privately offered only to eligible investors pursuant to exemptions available under the United States Securities Act of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. Such investment vehicles, including parallel and co-investment vehicles, are not registered with the SEC as investment companies based on specific exclusions from the United States Investment Company “Advisory Client” means any fund, pooled investment vehicle or account for which CIM directly or indirectly provides investment advice and/or places trades on a discretionary or nondiscretionary basis. The investors and other persons who invest in CIM’s Advisory Clients are generally referred to herein as “investors.” Unless otherwise expressly stated herein, the term “Advisory Clients” does not include “investors”, and the term “investors” does not reference stockholders or debtholders, as applicable, of the Public Company.

Act of 1940, as amended (the “1940 Act”). Typically, interests in such investment vehicles are offered to institutional investors, high net worth individuals as well as non-U.S. investors investing in a non-U.S. investment vehicle. Additionally, Carlyle, its affiliates and equity owners, and certain of their respective professionals typically invest in or alongside Advisory Clients. Other qualified individuals who generally are not employees of Carlyle, but who have or had business relationships with Carlyle or industry expertise in the sector in which a particular Advisory Client may be investing (including, without limitation, operating executives, operating advisors, consultants, former employees, senior advisors, and other similar professionals) are also expected to invest in or alongside Advisory Clients. Some of these outside investors and industry experts are current or former executives of portfolio companies in which an investment vehicle will invest. The Carlyle Group Business Segments As noted above, Carlyle operates its business, through CIM and several other Carlyle-affiliated investment advisers, across three segments: (i) Global Private Equity, (ii) Global Credit and (iii) Carlyle AlpInvest. Global Private Equity Carlyle’s Global Private Equity (“GPE”) segment includes Carlyle’s buyout, growth, real estate, and infrastructure and natural resources funds (including infrastructure and energy). Across the GPE funds, as of December 31, 2025, Carlyle had investments in approximately 275 active portfolio companies. Carlyle’s GPE teams have the following areas of focus: Corporate Private Equity Carlyle established its private equity business in 1990 with its first U.S. buyout fund and continues to pursue a wide variety of corporate investments of different sizes and growth potentials. Outside of the U.S., Carlyle primarily sponsors corporate private equity funds in Europe, Asia, and Japan. Within Carlyle’s Global Private Equity segment, its corporate private equity Advisory Clients (which include funds advised by CIM) are advised by teams of local professionals who typically live and work in the markets where they invest. These teams closely analyze investment opportunities in a wide range of companies, from small-cap growth companies to market-leading, large-cap companies across their core industries (including aerospace, defense and government services, consumer, media and retail, financial services, healthcare, life sciences, industrials and technology). •

Buyout and Growth Capital. Carlyle’s corporate private equity teams advise a diverse group of Advisory Clients that focus either on a particular geography or strategy. Certain of Carlyle’s corporate private equity Advisory Clients invest in buyout transactions, including corporate buyouts and strategic minority investments. Carlyle’s buyout platform also includes a core strategy, seeking longer duration private equity opportunities, targeting stable businesses with sustainable market leadership. Carlyle’s growth capital Advisory Clients are advised by regionally-focused teams in the United States, Europe and Asia,

with each team seeking private equity investments in middle market investment opportunities consistent with specific regional investment criteria. The investment mandate for Carlyle’s growth capital funds is to seek out companies exhibiting significant growth characteristics. Carlyle also advises legacy middle-market buyout funds. •

Life Sciences. Carlyle completed its acquisition of Abingworth LLP (“ALLP”), a life sciences investment firm, on August 1, 2022, to offer investors broader-based investment management services in life sciences and healthcare investing, which complement Carlyle’s existing product set and investments in the space. ALLP is a relying adviser of CIM. ALLP is wholly owned by Carlyle and provides investment advisory services to pooled investment vehicles investing in companies and financing of late-stage clinical assets in the life sciences and healthcare sectors across all stages of company development including seed, early- and late-stage venture financing, clinical co-development and public companies.

CIM (including ALLP), either directly or indirectly, advises the corporate private equity Advisory Clients within its Global Private Equity segment. Real Estate Carlyle’s Real Estate investment program, established in 1997 with Carlyle’s first U.S. real estate fund, focuses on real estate investments in the U.S. and Europe, with a focus on a broad range of opportunities including residential properties (including, without limitation, multifamily and single-family rental properties and manufactured housing), active adult facilities, industrial properties, and self-storage properties. Carlyle’s real estate funds may also acquire office buildings, hotels and retail properties, though such properties are generally not targeted. Carlyle’s real estate investment team generally focuses on acquiring single-property assets (rather than large-cap companies with real estate portfolios) or smaller portfolios and has historically pursued primarily an opportunistic real estate investment strategy. Carlyle’s activities also include a core-plus real estate investment strategy, seeking more stable, relatively low volatility equity investments in the U.S. as compared to its opportunistic investment strategy. In the U.S., Carlyle continues to focus on single asset transactions in its opportunistic and coreplus investment strategies. Outside the U.S., Carlyle continues to invest opportunistically in the European market, often focusing on multiple transactions involving smaller portfolios, and assembling platforms or operating businesses. CIM, either directly or indirectly, advises the real estate Advisory Clients within its Global Private Equity segment. Infrastructure & Natural Resources Carlyle’s infrastructure and natural resources funds focus on infrastructure and energy investing. •

Infrastructure. Carlyle’s infrastructure group is comprised of teams that invest in

renewables, energy infrastructure, water and waste, transportation, digital infrastructure, and power generation, and includes our global infrastructure opportunities fund, our North American power fund and our renewable and sustainable energy funds. •

Energy. Carlyle’s energy activities focus on buyouts, growth capital investments and strategic joint ventures in the midstream, upstream, downstream, energy and oilfield services sectors around the world. Carlyle’s North American energy investment activities include investment funds that are advised by NGP Energy Capital Management, LLC (“NGP”), based in Dallas, TX. NGP is primarily responsible for Carlyle’s North American energy (except as specified elsewhere herein) investment strategy 2; however, CIM does not control the investment decisions of any NGP funds. NGP focuses on investments across a range of energy and natural resource assets in North America, including oil and gas resources, oilfield services, pipelines and processing. Carlyle owns certain economic interests in NGP; however, Carlyle does not control NGP or its current funds. NGP is separately registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For the purposes of this Brochure, references to CIM do not include references to NGP. In 2013, Carlyle engaged an investment team, primarily through Atlas NV, an unaffiliated investment adviser, and supplemented such team with additional Carlyle investment professionals to develop its international energy platform. The international energy team focuses on investments across the energy value chain outside of North America. Through Atlas NV, certain of the Atlas-associated investment professionals also manage an existing international energy platform with active portfolio companies. Carlyle does not control or manage this platform or its underlying portfolio companies. Atlas NV is an “Exempt Reporting Adviser” under the exemption from the SEC’s investment adviser registration requirements set forth in Rule 203(m)-1 under the Advisers Act. For purposes of this Brochure, references to CIM do not include references to Atlas NV.

CIM, either directly or indirectly, advises or co-advises the natural resources Advisory Clients within the Global Private Equity segment (which, for the avoidance of doubt, do not include current funds advised by NGP, or investments of Atlas NV). Global Credit Carlyle’s Global Credit business segment (“Global Credit”), established in 1999 with Carlyle’s first high yield fund, advises a group of advisory clients that pursue investment strategies including liquid credit, opportunistic credit, direct lending, asset-backed finance, aviation finance, infrastructure credit and cross-platform credit products. CIM and Riverstone Investment Group L.L.C., a separately registered and unaffiliated investment adviser, jointly advise certain legacy energy and renewable resources funds. Carlyle and Riverstone have mutually decided not to pursue additional jointly managed funds.

CIM, Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), Carlyle Aviation Securities Partners LLC (“CASP”) and Carlyle Aviation PDP Management LLC (together with its relying advisers, “CAPDP”) are the primary investment advisers that provide advisory services to Global Credit advisory clients. For the purposes of this Brochure, references to CIM do not include references to CGCIM, CASP or CAPDP. The Global Credit team includes investment professionals located in the United States and Europe. Insurance Solutions •

Carlyle Insurance Solutions (“CIS”). CIS focuses on portfolio construction, capital sourcing and asset origination to provide liability funding and reinsurance, asset management and advisory solutions for reinsurance companies and fund investors. The CIS team oversees the investment held in Fortitude (defined below) as well as the strategic advisory services agreement with certain subsidiaries and affiliates of Fortitude Re and FCA Re (each, as defined and discussed in more detail in Item 8). CIS also includes Carlyle Insurance Solutions Management L.L.C. (“CISM”), a relying advisor of CIM. CIM (including its relying advisor, CISM) and CGCIM are the investment advisors to the CIS advisory clients.

Liquid Credit •

Liquid Credit. Carlyle’s U.S. liquid credit investment team focuses on investments primarily in performing senior secured bank loans through liquid credit vehicles (e.g., collateralized loan obligations, “CLOs”) and certain other investment vehicles advised by CGCIM. CIM and its relying advisers, Carlyle CLO and CBAM CLO, advise the CLO U.S. liquid credit Advisory Clients. CBAM CLO and Carlyle CLO Europe (and the CLOs they advise) were acquired from CBAM Partners, LLC in March 2022. Carlyle’s European liquid credit funds are independently advised by CELF Advisors LLP (“CELF”), an affiliated investment adviser authorized and regulated by the United Kingdom Financial Conduct Authority (the “FCA”), and Carlyle CLO Europe. CELF is an “Exempt Reporting Adviser” under the exemption from the SEC’s investment adviser registration requirements set forth in Rule 203(m)-1 under the Advisers Act. Global Credit’s European platform also includes CIC Advisors LLP, a foreign private adviser and an appointed representative of CECP Advisors LLP (registered with the FCA). CGCIM is an investment adviser to Carlyle Credit Income Fund (“CCIF”; NYSE: CCIF), a listed, closed-end registered investment company and is a sub-adviser to Carlyle AlpInvest Private Markets Fund (“CAPM”) and Carlyle AlpInvest Private Markets Secondaries Fund (“CAPS”), each a continuously offered, unlisted closed-end registered investment company, as well as certain trusts.

Private Credit •

Opportunistic Credit. Carlyle’s opportunistic credit team invests primarily in highlystructured and privately-negotiated capital solutions supporting corporate borrowers

through secured loans, senior subordinated debt, mezzanine debt, convertible notes, and other debt-like instruments, as well as preferred and common equity. The opportunistic credit team considers special situations (e.g., event-driven opportunities with hybrid credit and equity features) and market dislocations (i.e., primary and secondary market investments in liquid debt instruments that arise as a result of temporary market volatility). In certain investments, these funds may seek to restructure pre-organization debt claims into controlling positions in the equity of the reorganized companies. CGCIM acts as investment adviser to the opportunistic credit funds (including certain legacy distressed credit funds). •

Direct Lending. Carlyle’s direct lending business includes its business development companies (“BDCs”) that invest primarily in middle market first-lien loans (which include unitranche “first out” and “last out” loans) and second-lien loans of middle-market companies typically defined as companies with annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) ranging from $25 million to $100 million, that lack access to broadly syndicated loan and bond markets (including Carlyle Secured Lending, Inc., f/k/a TCG BDC, Inc., which became a publicly-traded BDC in June 2017). Direct lending will also invest in CLO debt and equity and broadly syndicated loans. CGCIM is the investment adviser to two advisory client affiliates of CIM (including Carlyle Secured Lending, Inc.), which have elected to be regulated as BDCs under the 1940 Act, and additional middle market finance advisory clients. 3

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Asset-Backed Finance. Asset-Backed Finance (“ABF”, f/k/a Credit Strategic Solutions) is an asset-backed, private fixed income investment strategy within Global Credit that acquires and lends against diversified pools of assets with contractual cash flows to deliver tailored asset-focused financing solutions across the debt and equity capital structure. CGCIM acts as investment adviser to asset-backed advisory clients.

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Aviation Finance. Carlyle Aviation Partners is a multi-strategy investment platform that is engaged in commercial aircraft financing and investment throughout the commercial aviation industry. Carlyle Aviation Partners includes CASP and CAPDP, investment advisers registered with the SEC.

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Infrastructure Credit. Carlyle’s infrastructure credit team invests primarily in directly originated and privately negotiated debt instruments related to global infrastructure projects, primarily in the power, energy, transportation, water/waste, telecommunications and social infrastructure sectors. The team focuses primarily on senior, subordinated, and mezzanine debt and seeks to invest primarily in developed markets within the Organization

CSL III Advisor, LLC (“CSL III Advisor”) was a wholly-owned subsidiary of CGCIM and registered with the SEC as an investment adviser. CSL III Advisor was the investment adviser to one advisory client affiliate of CIM, Carlyle Secured Lending III (“CSL III”), which elected to be regulated as a BDC under the 1940 Act. Effective March 27, 2025, CSL III merged with Carlyle Secured Lending, Inc., and CSL III Advisor deregistered from the SEC effective April 3, 2025.

for Economic Cooperation and Development. CGCIM is the investment adviser to infrastructure debt advisory clients. •

Cross-Platform Credit Products. Carlyle’s platform initiatives include a closed-end registered investment company that operates as a cross-platform interval fund, Carlyle Tactical Private Credit Fund (“CTAC”, formerly known as OFI Carlyle Private Credit Fund) and Carlyle European Tactical Private Credit ELTIF (“ETAC”), a semi-liquid European fund, which invest across credit strategies, including direct lending, liquid credit and opportunistic credit, cross-platform separately managed accounts that are tailored to invest across Carlyle’s credit platform. CGCIM acts as investment adviser to CTAC and other platform initiative advisory clients. ETAC is advised by CIC Advisors LLP, a foreign private adviser and an appointed representative of CECP, and by CELF Advisors LLP, and CGCIM is appointed as ETAC’s delegated portfolio manager. CGCIM has appointed each of CIC Advisors LLP and CELF Advisors LLP to provide advice to it pursuant to the investment management agreements.

Other Credit •

Global Capital Markets. Global Capital Markets (“GCM”) is a loan syndication and capital markets business that arranges, places, structures, underwrites, originates and syndicates loans and underwrites and places securities of third parties and Carlyle portfolio companies through TCG Capital Markets L.L.C. (“TCG Capital Markets”), and TCG Senior Funding, L.L.C. (an advisory client of CGCIM, established to underwrite, originate, place, structure and syndicate loans). GCM may also act as the initial purchaser of such loans and securities. Please see Items 5, 8 and 10 for additional information regarding GCM.

Carlyle AlpInvest The Carlyle AlpInvest segment primarily operates through AlpInvest Partners B.V., AlpInvest US Holdings LLC and AlpInvest Private Equity Investment Management, LLC, (collectively, “AlpInvest”). Carlyle owns 100% of the equity interests of AlpInvest, investment advisers separately registered under the Advisers Act. AlpInvest provides investment advisory services to pooled investment vehicles sponsored by AlpInvest, customized separately managed accounts and CAPM and CAPS, continuously offered, unlisted closed-end registered investment companies. CGCIM is a sub-advisor to certain AlpInvest-managed funds, including CAPM and CAPS. AlpInvest invests globally across the private equity spectrum (including buyout, growth capital, venture, subordinated private debt and distressed debt) through direct subscriptions for interests in private equity and mezzanine funds, co-investments in single portfolio companies alongside private equity and mezzanine funds, and secondary market purchases of interests in private equity funds and private operating companies and other transactions such as portfolio financings. For the purposes of this Brochure, references to CIM do not include references to AlpInvest. Each of AlpInvest, CIM and CGCIM are expected to act as investment advisers to certain advisory clients within the Carlyle AlpInvest business. In addition, AlpInvest provides sub-advisory services to certain Advisory Clients. Advisory services include, for example, making recommendations to such advisory clients regarding overall investment strategy or allocation,

including recommended allocations of capital to certain investment vehicles sponsored by AlpInvest or Carlyle.

These Service Fees can include project, structuring, topping, termination, break-up, directors’, organizational, set-up, investment banking, underwriting, syndication, closing, commitment, advisory, consulting, amendment, servicing, and other similar fees in connection with the purchase, monitoring, or disposition of underlying investments (including warrants, options, derivatives and other rights in respect of securities) or from unconsummated transactions. In general, the specific legal and/or organizational documents of the relevant Advisory Client, the investment management agreement between CIM (or an affiliate) and such Advisory Client or the agreements in respect of the portfolio investments describe the basic fee structure relevant to the investors in such Advisory Client. To the extent provided in such organizational documents or investment management agreement, CIM’s management fees from Advisory Clients generally are reduced (offset) by a specified portion of the Service Fees that arise out of such Advisory Client’s investment activities. The Service Fees can be and often are substantial, and if not fully offset pursuant to organizational documents will be indirectly borne by investors. Certain fees are excluded from the definition of “Service Fees” and not subject to a management fee offset. For certain Advisory Clients, capital markets fees earned by GCM (which includes a broker-dealer affiliate of CIM that is a U.S.-registered broker-dealer and other affiliates providing similar services with respect to loans) for conducting a financial services, loan origination, structuring, placement or other similar business, including, for example, as a broker, dealer, distributor, syndicator, arranger, servicer or originator of securities or loans, are not considered “Service Fees” subject to any management fee offset. As described in more detail below, these capital markets fees include offering, placement, financing, syndication, capital structure advisory, turnaround, workout, underwriting, solicitation, investment banking, currency, hedging, structuring, loan agent, loan servicing, rating advisory or similar fees in connection with the activities of an Advisory Client and its portfolio companies, including with respect to an initial public offering or private placement, the arranging or provision of credit facilities (including any related extensions or refinancing) for an Advisory Client or one of its portfolio companies and other vehicles managed or controlled by Carlyle, the placing of co-investment, the distribution or For the purposes of this Brochure, references to “CIM or its affiliates” or “CIM and its affiliates” do not include references to Carlyle-affiliated advisers, such as CGCIM, AlpInvest, CASP and CAPDP, unaffiliated advisers, such as Atlas NV, NGP and Riverstone, or any Carlyle portfolio companies, including portfolio companies that are investment advisers registered with the SEC (e.g., Content Partners LLC, or the separately registered investment advisers affiliated with TCW Group, Inc.).

placement of loans or equity securities of an Advisory Client portfolio company or otherwise arranging or providing financing for such portfolio company alone or with other lenders, which could include other vehicles managed or controlled by Carlyle (any such fees, “GCM Fees”). GCM may manage or otherwise participate in underwriting syndicates and/or selling groups with respect to the securities and/or loans and debt instruments of portfolio companies and other non-controlled entities in or through which certain Advisory Clients invest, including in respect of securities or other instruments of such portfolio companies in which Advisory Clients have not invested. GCM also manages or otherwise participates in underwriting syndicates and/or selling groups with respect to securities and/or loans and other instruments held directly or indirectly by certain coinvestment vehicles. Further, GCM will be involved in the public offering or private placement of such securities and/or loans and other instruments, and/or sometimes provide capital markets advisory services to portfolio companies and other non-controlled entities in or through which Advisory Clients invest, including in connection with mergers, acquisitions, and restructurings; and will alone, or with other counterparties, provide acquisition financing, lines of credit and other corporate lending or financing products and services to such entities in addition to financing provided through an Advisory Client’s investment. In addition, certain of Carlyle’s investment advisory professionals will be involved in such activities of GCM, and their activities are expected to give rise to GCM Fees that are not subject to any management fee offset, even though such persons are involved in investment-related activities on behalf of one or more Advisory Clients. In addition, fees attributable to co-investors or internal or external co-investment vehicles and fees eligible to be treated as expenses of an Advisory Client are expected to also be retained by Carlyle and its affiliates, including GCM, and excluded from “Service Fees” and not subject to a management fee offset. Other than transactions expressly permitted by the governing agreements of the relevant Advisory Client, any fees paid to CIM or its affiliates by a portfolio company or an Advisory Client are generally assessed on an arm’s-length basis on terms that are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party, are generally no less favorable than market terms, or such fees may be subject to approval by the relevant members of a committee of third-party investors with Carlyle (an “Investor Advisory Committee”). Among the measures CIM uses to mitigate such conflict is involving outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms. Moreover, Carlyle 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 Advisory Clients that will not be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as Advisory Client expenses typically result in “miles” or “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 Carlyle and/or such personnel (and not the Advisory Clients, investors and/or portfolio companies) even though the cost of the underlying service is borne by the Advisory Clients, investors and/or portfolio companies. On occasion, Carlyle employees have been and are expected in the future to be asked to serve on the boards of directors of companies in which an Advisory Client has fully exited its ownership interest. Such companies are not portfolio companies and therefore, to the extent the Carlyle

employee is offered standard board compensation for his or her services post-exit, such standard board compensation is not considered a Service Fee subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. On occasion, former Carlyle employees have been, and are expected in the future to be, asked to serve on the boards of directors of companies in which an Advisory Client continues to have an ownership interest. To the extent the former Carlyle employee is offered standard board compensation for his or her services, depending on the facts and circumstances, including the duration of the separation from Carlyle, such standard board compensation is not expected to be considered a Service Fee subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. On occasion, Carlyle has in the past and may be expected to in the future hire a former employee of a company in which an Advisory Client has or had an ownership interest. To the extent the former portfolio company employee continues to vest in compensation from or related to the portfolio company, such compensation is not expected to be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. Additionally, on occasion, a current portfolio company has in the past and may be expected to in the future hire a former Carlyle employee. To the extent the former Carlyle employee continues to vest in compensation from Carlyle, such compensation is not expected to be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. In addition, compensation for the role at the portfolio company is not expected to be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. Any fees that accrue to the benefit of former Carlyle employees or other persons who are or become unaffiliated with Carlyle, or any fees that accrue to the benefit of a Carlyle employee prior to their association with Carlyle (even if any fee received in-kind is realized or otherwise converted to cash during their tenure with Carlyle), will not benefit the Advisory Clients or their investors. Advisory Clients also typically bear certain out-of-pocket expenses incurred by CIM or its affiliates in connection with the services provided to such Advisory Clients. The following sections discuss the most common fees and expenses in more detail. Common Types of Fees Management Fees and Administration Fees For most Advisory Clients that are pooled investment funds, the annual management fee is typically in the range of 0.80 to 2.0 percent of third-party investors’ committed capital during the relevant Advisory Client’s investment period, however certain Advisory Clients may charge annual management fees of less than 0.80 percent of third-party investors’ committed capital for certain investors, as described below. In addition, the annual management fee may be increased for certain investors by a servicing fee (generally 0.1 to 0.15 percent for investors with aggregate capital commitments that are less than or equal to the minimum set forth in an Advisory Client’s

governing documents), which fee can be waived in the general partner’s discretion. After such investment period, the fee percentage is typically applied only to the amount of third-party capital remaining in investments that have not yet been exited, and the fee percentage also may be reduced (e.g., 0.6 to 2.0 percent of remaining third-party capital). However, to the extent such reduction in fee is triggered during a management fee period of the applicable Advisory Client, such reduction may not be effective until the first day of the next management fee period. Also, if the fee base changes during a period for which fees have been called in advance, any excess fees paid generally are not returned to the investor. For certain separately managed accounts and certain longer-dated carry funds, management fees generally range from 0.2 to 1.5 percent of contributions for unrealized investments or the current value of the investment. These terms may vary for separately managed accounts, certain longer-dated carry funds and other closed end funds, open-ended funds and BDCs and other 1940 Act regulated vehicles. An Advisory Client’s borrowings may also be taken into account for purposes of calculating the management fee, as provided in the Advisory Client’s governing documents. For services provided to certain separately managed accounts, the Advisory Client may pay a management fee to CIM or one of its affiliates, which fee will be in addition to any fees charged by pooled investment funds in which such managed account makes an investment. In some situations, an Advisory Client pays management fees based on net asset value of the investments held or the outstanding units of interests issued, by such Advisory Client. Within Global Credit, for CLOs, management fees generally range from 0.4 to 0.5 percent based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are due quarterly or semi-annually. Management fees for the CLOs/structured products are governed by indentures and collateral management agreements, and are paid until redemption of the securities issued by the CLOs, which is generally five to ten years after issuance (unless such CLO is reset, which could extend this time period). Management fees are generally paid by or on behalf of an Advisory Client by (i) requiring investors in such Advisory Client to make capital contributions in respect of such fees, or (ii) withholding the amount of such fees from investment proceeds that would otherwise be distributable to the investors of such Advisory Client. In addition, CIM or its affiliates often have the ability to cause an Advisory Client to borrow money for the payment of such fees, in which case the Advisory Client would bear any interest expense associated with such borrowings. Management fees are negotiable and, depending on the Advisory Client, may be paid in advance or in arrears and are expected to vary for different third-party investors, typically based on commitment size. If management fees with respect to an Advisory Client are assessed in advance, they are generally required to be returned to the investors in such Advisory Client should CIM’s and its affiliates’ management services to the Advisory Client be terminated prior to the end of the period in respect of which the fees have been paid (including, for example, situations where the final distribution by an Advisory Client occurs prior to the end of a period for which management fees have already been paid). In general, the amount of such fees to be returned is calculated based on the number of days remaining in the applicable period. Certain Advisory Clients are also charged a flat annual administration or structuring fee to cover a portion of Carlyle’s internal administration costs, which are paid (and rebated if necessary) in a similar fashion as management fees. The amounts of any such fees are set forth in the agreements

under which an Advisory Client was established. Carlyle may also receive management fees in certain situations where Carlyle does not act as the investment adviser to an Advisory Client. For example, under the strategic advisory services agreements with Fortitude and FCA Re (as defined and discussed in detail below), Carlyle earns a recurring management fee due quarterly in arrears based on the client’s general account assets, which, with respect to Fortitude, adjusts within an agreed range based on Fortitude’s overall profitability. Additionally, Carlyle’s equity interest in NGP entitles it to an allocation of management fee related revenues of the NGP entities that serve as advisors to the NGP Energy Funds. Performance-Based Arrangements 5 Distributions to investors in most Advisory Clients are subject to some form of carried interest or similar profit allocation (e.g., incentive fees) for the benefit of an affiliate of CIM. Generally, these profit allocations represent a share of distributions made by an Advisory Client in excess of the relevant investors’ invested capital, and allocable fees and expenses. Determinations of whether performance-based profit allocations will be applied will be made each time an investment is realized or on an annual (or more or less frequent) basis with respect to certain Advisory Clients. Performance fees, incentive fees or carried interest profit allocations are subject to regulation under Section 205 of the Advisers Act and Rule 205-3 thereunder. Therefore, CIM seeks to ensure that any applicable Advisory Client or investors in an Advisory Client that are directly or indirectly assessed performance fees or are subject to carried interest profit allocations satisfy the qualifications of Rule 205-3 under the Advisers Act and have been advised of such fees or allocations and their risks. For any Advisory Client, performance fees, incentive fees or carried interest allocations generally do not exceed 20% of profits, and may be subject to certain preferred return hurdles, catch-up allocations and high-water marks. In the case of open-ended fund Advisory Clients, the incentive allocation is generally calculated on a basis that includes unrealized appreciation of the Advisory Client’s assets. The manner of calculation and application of performance fees, incentive fees or carried interest profit allocations are disclosed in the offering documents for, and detailed in the governing agreements of, each Advisory Client. Management fees, incentive fees and carried interest or similar profit allocations are subject to modification, waiver or reduction in connection with an investment in one or multiple Advisory Clients. Furthermore, Carlyle, its affiliates and equity owners, and certain of their respective professionals typically invest in or alongside Advisory Clients. Other qualified individuals who generally are not employees of Carlyle, but who have or had business relationships with Carlyle or industry expertise in the sector in which a particular Advisory Client may be investing (including, without limitation, senior advisors, operating executives, operating advisors, consultants, former employees, and other similar professionals), also invest in or alongside

See also Item 6 – “Performance-Based Fees and Side-By-Side Management”.

Advisory Clients. Fees assessed or profit allocations on such investments will likely be substantially reduced or, as is more typical, waived altogether for these investors. Other Fees To the extent CIM or an affiliate thereof is entitled to receive certain fees from portfolio companies of an Advisory Client, a portion of such Advisory Client’s share of such fees paid to CIM or such affiliate (e.g., in general, 100% in the case of Carlyle’s recently-formed Advisory Clients and 6580% in older Advisory Clients) typically reduces the management fees otherwise payable to CIM. The governing agreement (or investment management agreement in the case of a separately managed account) of each Advisory Client sets forth the basis on which such fees reduce management fees, if at all. Certain of these fees are described below. Acquisition and disposition fees are one-time fees paid to CIM or one of its affiliates in connection with an investment or disposition by an Advisory Client. Such fees are generally paid by portfolio companies, but in limited circumstances are paid directly by an Advisory Client. Such fees are common to some, but not all, Advisory Clients. With regards to certain portfolio companies, including companies within Carlyle’s Global Private Equity segment, CIM or its affiliates may receive a fee in connection with the structuring, acquisition, monitoring or disposition of an investment of an Advisory Client. As a matter of practice, CIM or its affiliates (which includes GCM) typically receive fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not be subject to management fee offset for an Advisory Client that has also invested in such investment, and, as a result, an Advisory Client will, in most cases, only benefit with respect to the relevant allocable portion on a fully diluted basis of any such fee and not the portion of any fee, which has the potential to be significant, related to (i) the general partner of an Advisory Client or affiliated partner commitments; or (ii) co-investors or potential co-investors (which could include coinvestment vehicles managed by CIM, service providers, third parties, current or former portfolio company management or personnel, sellers that have rolled their interest or reinvested proceeds in the portfolio company and/or others). Often such fees are considered Service Fees, and Service Fees are expected to be subject to the management fee offset, in each case, depending on the terms of the governing agreement for the Advisory Client. As noted above, certain types of fees, such as GCM Fees, may not be subject to management fee offset depending on the terms of the governing agreement for the Advisory Client. Additionally, CIM and its affiliates, such as GCM, have and could also receive fees in respect of administrative services provided to loan syndicates lending to the Advisory Client portfolio companies. In the case of fees related to monitoring, these may be payable as fixed dollar amounts or may be calculated as a percentage of EBITDA (or other similar metric). The terms of a monitoring agreement may in certain instances provide for an acceleration of fees paid to CIM or its affiliates upon termination following certain milestones, such as an initial public offering or sale, and where the lump-sum termination fee may be calculated as the present value of hypothetical foregone future payments (which in some cases may extend past the term of the fund and may be based on an assumed growth in EBITDA or other metric used to calculate the fee) and be calculated using a discount rate as low as the risk-free rate, as determined by CIM. Alternatively, such fees may

continue after a public offering or sale while Carlyle continues to have a board seat until the Advisory Client’s ownership level falls below a given threshold. Notwithstanding that such fees will be offset as set forth herein, from time to time, CIM may still have an incentive to charge accelerated monitoring and other fees, including due to differences in timing between payment of such fees and the application of future offsets, as is also the case with other Service Fees that offset future management fees. Carlyle’s Global Portfolio Solutions team (f/k/a Global Investment Resources) will provide certain Advisory Clients and their portfolio companies from time to time with services and support, including, but not limited to, in-house business development services (including services related to strategy and planning, customer acquisition and market expansion), leveraged purchasing, transaction support, consulting services (including services related to digital initiatives, procurement, and organizational and management performance), talent acquisition support, sustainability and related services, and legislative and regulatory support (including research, diligence and advocacy). Both the Global Portfolio Solutions team and other teams within Carlyle, as an administrative service of such other teams, will also provide Advisory Clients and their portfolio companies from time to time, IT system support (such as, without limitation, subscription fees for IT systems’ experts providing advice for operational improvements at Advisory Client portfolio companies and related research reports, IT and technology diligence advisory services and cybersecurity and risk assessment). Members of the Global Portfolio Solutions team may not be employees of Carlyle. Instead, they may serve as consultants or independent contractors to Carlyle and accordingly the costs borne (including, without limitation, any allocable overhead) by the Advisory Clients in respect of their services may be higher than if such persons were employees of Carlyle. The members of the Global Portfolio Solutions team may be employed in any number of ways within Carlyle, including for example by CIM, its affiliates or entities in which the foregoing are joint venture participants. However, expenses and fees charged or specifically attributed or allocated by CIM or its affiliates to provide such services, and expenses, charges and/or related costs incurred by such Advisory Client, its parallel vehicle, CIM or its affiliates in connection with the provision of such services to such Advisory Client and/or its portfolio companies, including, without limitation, compensation and other overhead allocable to such services, will be borne by such Advisory Client to the extent not paid by its portfolio company or Carlyle. Carlyle will not be required to confirm that such costs are borne on an arm’s-length basis. Members of the Global Portfolio Solutions team and other Carlyle personnel providing services for which the expenses, charges and/or related costs (including, without limitation, compensation and other overhead) comprise partnership expenses will utilize a variety of IT systems (such as Investran) and IT support services, which systems and/or support may be developed, maintained, operated or provided by Carlyle personnel or by third parties. Accordingly, an Advisory Client (or a portfolio company, where applicable) may bear as a partnership expense some or all of the expenses, charges and/or related costs incurred in connection with such systems and such support as part of the overhead allocable to applicable services, including compensation and other costs of Carlyle personnel. The foregoing amounts will not be subject to the management fee offset provisions of an Advisory Client’s governing documents. It is expected that the services and support provided by Carlyle’s Global Portfolio Solutions team

to Advisory Clients and their portfolio companies will expand over time, and accordingly charges, expenses, costs and fees attributable or allocable to the provision such services and support (the “Global Portfolio Solutions Costs”) borne by such Advisory Clients would increase. It may be difficult to distinguish services provided by the Global Portfolio Solutions team from the investment management services provided to such Advisory Client by CIM and/or the general partner of such Advisory Client. In that regard, members of the Global Portfolio Solutions team may report to, or be supervised by, Carlyle’s investment advisory professionals and may receive a portion of the carried interest (or similar incentive arrangements in respect of other Carlyle-related funds). Carlyle professionals on the Global Portfolio Solutions team may also spend a portion of their time providing services to an Advisory Client and/or other Carlyle-related funds as well as to Carlyle’s business segments in particular geographic regions. Carlyle may also determine to limit access to certain portions of the Global Portfolio Solutions team to one or other Carlyle-related funds. Accordingly, there can be no assurance that an Advisory Client or its portfolio companies will be able to avail itself of all or any of the Global Portfolio Solutions described herein. In the case of fees related to business transition services, often times these will be calculated as a percentage of the total enterprise valuation of the transaction, which is generally the aggregate amount of funds raised (including invested capital, rolled-over equity and debt assumed or financed by the Advisory Client and/or the portfolio company and its subsidiaries and affiliates). Primarily in the context of real estate and certain natural resources and life sciences pooled investment funds, CIM or an affiliate from time to time may charge project fees and property or project management or platform company fees for providing asset management, project, property management, procurement, purchasing, construction and development, disposition or other managerial, operational and technical services, and such fees are not subject to offset of management fees. These services will sometimes be provided as part of a broader suite of services, and as such, a direct benchmark from an unaffiliated party may not be attainable. In addition, Carlyle has formed one or more operating affiliates which will provide such services to one or more Advisory Clients, their investments and any entities associated with such Advisory Clients and may form one or more additional operating affiliates in the future. Such services may be provided at cost (which may include amounts for costs attributable to transfer pricing or other tax, legal, regulatory, accounting or other similar considerations), and in any case, are generally expected to be (although will not always be) provided on terms which Carlyle determines are no less favorable to the Advisory Client(s) or such investment or entity than would be obtained in a transaction with an unaffiliated party. Such project or property management services may be supervisory in nature, in particular those related to overseeing the operating partners, joint venture partners, project managers or other service providers that provide services on an ongoing basis, including with respect to the selection, hiring, and retention of such other service providers as well as overseeing tasks relating to purchases, contract terms, reporting and coordination of various work streams. As a general matter, the portion of fees received from portfolio companies that is allocable to capital invested by internal and external co-investment vehicles will be retained by Carlyle and will not be applied to reduce the management fees paid by an Advisory Client (even if the governing agreements of such co-investment vehicles provide for lower or no management fees for the investors or participants therein). Investors in external co-investment vehicles are often

also charged a one-time fee (sometimes called a “structuring fee” or an “upfront fee”), an ongoing management fee and/or an administrative fee in connection with such co-investment activity. Furthermore, in the event break-up or topping fees are paid to an Advisory Client in connection with a transaction that is not ultimately consummated, external co-investment vehicles (including those that are formed to invest alongside an Advisory Client in a single investment but that do not ultimately close as a result of an unconsummated deal) generally will not be allocated any share of such break-up fees or toppings fees, which will be retained by Carlyle and not shared with any Advisory Client. Similarly, such external co-investment vehicles generally do not bear any portion of broken deal expenses (such as reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) incurred in connection with transactions to which such external co-investment vehicles were expected to relate but were not ultimately consummated; such amounts are borne by the applicable Advisory Client. Moreover, to the extent the management fee with respect to any Advisory Client is based on capital contributions or the fair market value of investments that have not been the subject of a disposition, the management fee base will include any capitalized deal-specific fees and expenses incurred in connection with such unrealized investments irrespective of whether such expenses are paid by such Advisory Client (or any special purpose vehicle or holding vehicle through which it invests) or the portfolio company itself and irrespective of whether any such fees are otherwise offset against the Management Fee. Investors should note that aggregate acquisition costs for unrealized investments will include, and the management fee will accrue on, costs for investments that are capitalized into the overall cost of the investment for U.S. GAAP purposes, including, without limitation, any legal fees and expenses, transaction fees, costs and expenses of operating partners and senior advisors, estimated third-party diligence expenses, borrowing and other financing fees and expenses (including interest expenses), as well as amounts that are eligible to be treated as partnership expenses rather than as capital contributions for the making of investments. Subject to the terms of an Advisory Client’s governing agreements, the management fee will not be reduced (in whole or in part) in the case of any recapitalization, refinancing or other similar transaction, or in connection with certain distributions such as dividends or as a result of any reorganization or restructuring of, extraordinary dividend made with respect to, or similar transaction related to, an investment that does not result in the disposition of an Advisory Client’s interest therein (even in cases where the value of the Advisory Client’s investment or the Advisory Client’s ownership percentage in such investment has been reduced as a result of such reorganization, restructuring, extraordinary dividend or similar transaction), and in such cases, limited partners will continue paying management fees based on the cost basis of investments regardless of any such transaction subject to any decreases pursuant to the calculation of aggregate net loss(es) from writedowns (which, pursuant to the governing documents of certain Advisory Clients, as applicable, is the sum of (i) with respect to each unrealized investment which has permanently declined in value to the extent a loss may be deducted pursuant to Section 165(g) of the U.S. Internal Revenue Code of 1986, as amended, the sum of the writedowns with respect to all such unrealized investments and (ii) with respect to each other unrealized investment, the excess, if any, of aggregate writedowns minus aggregate write-ups). CIM engages and retains strategic advisors, operating advisors, consultants, senior advisors, operating executives, venture partners and other similar professionals (including professionals

with a variety of titles within the Carlyle organization), which may include former Carlyle employees and/or employees of investment firms wholly-owned by Carlyle, in all cases, who are not employees of CIM (“Operating Professionals”). Operating Professionals receive payments from, or allocations with respect to, portfolio companies (as well as from Advisory Clients) for their services (including for serving on a portfolio company’s board of directors). In such circumstances, such payments from, or allocations with respect to, portfolio companies and/or Advisory Clients will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by CIM, be deemed paid to or received by CIM (nor will such amounts be deemed paid to or received by affiliates or personnel of CIM) and such amounts will not be subject to the management fee offset provisions described in Item 5 (meaning that such compensation received from the portfolio company will be indirectly borne by the Advisory Client without any offset to such Advisory Client’s management fee). To the extent Operating Professionals are engaged through a retainer agreement with CIM, Carlyle may elect in its discretion to bear the expense of base retainer fees (and may change such election at any time without notice), while in other cases, Advisory Clients may bear such fees. These Operating Professionals may have the right or may be offered the ability to co-invest without fees or carry alongside or in Advisory Clients, including in those investments in which they are involved, receive in-kind payments such as stock or stock options, or otherwise participate in equity plans for management of any such portfolio company (which may have the effect of reducing the amount invested by and returned in respect of an Advisory Client investment). Additionally, and notwithstanding the foregoing, these Operating Professionals may be (or have the preferred right to be) investors alongside or in other Advisory Clients. Operating Professionals are expected to be compensated (including pursuant to retainers and expense reimbursement) by CIM, an Advisory Client and/or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. Certain Operating Professionals will be subject to contractual obligations to exclusively provide certain services to CIM. CIM may have a conflict of interest to the extent that it has an opportunity to earn a fee from an investment held by an Advisory Client. Other than transactions expressly permitted by the governing agreements of the relevant Advisory Client, any fees paid to CIM or its affiliates by a portfolio company or an Advisory Client are generally assessed on an arm’s-length basis on terms that are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party, are generally no less favorable than market terms, or such fees may be subject to approval by the Investor Advisory Committee. Among the measures CIM uses to mitigate such conflict is involving outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms. Common Types of Expenses Expenses that are typically borne by Advisory Clients (or their respective portfolio companies) generally include, without limitation (i) organizational expenses, (ii) expenses associated with redemptions, admissions and ongoing marketing, (iii) fees, costs and expenses (including indemnification costs and expenses) of any administrators (including administrators, service providers and related platforms that provide and/or perform anti-money laundering or “know your customer” diligence and investor verification services (including related information management systems and technology) (whether maintained at Carlyle or otherwise)) in connection with the

onboarding, ongoing surveillance, periodic refreshes and ongoing participation of investors in an Advisory Client (or its related vehicles), custodians, depositaries (including for the avoidance of doubt, any depositary appointed pursuant to Article 21 of the AIFMD), Swiss representative and paying and transfer agents, advisors, attorneys, accountants, tax advisors, operating executives, consultants, appraisers, brokers, deal finders, agents, valuation experts, data providers (including data subscriptions, related systems and services from such data providers and data management software as well as any information technology, hardware and other technology incorporated into the cost of obtaining such data), appraisers, other advisors and professionals (including audit and certification fees), operating executives, operating advisors, former employees, senior advisors, and other such professionals (to the extent such individuals are not Carlyle employees and are performing duties for a specific Advisory Client or a portfolio company, including but not limited to, service as a member of the portfolio company board of directors), (iv) costs incurred in preparing, printing and distributing notices and reports physically and/or electronically to investors (including related information management systems and technology (whether maintained at Carlyle or otherwise), artificial intelligence or machine learning technologies (including the related costs of any professional service providers, consultants, subscriptions and related software/hardware (including relating to electronic subscription documents))), and conforming to investor-requested reporting templates, such as the Institutional Limited Partners Association (“ILPA”), which differ from Carlyle’s standard form of reporting, (v) all out-of-pocket fees, costs and expenses (including retainer fees and other compensation), if any, incurred in connection with or relating to developing, sourcing, bidding on, evaluating, negotiating, structuring, obtaining regulatory approvals for, acquiring, purchasing, trading, settling, maintaining custody of, holding, operating, monitoring, financing, refinancing, accounting and disposing of actual or proposed investments (including related information management and trading systems (including deal screening systems), whether maintained at Carlyle or otherwise, and travel and accommodation expenses, which includes, without limitation, meals (and to the extent applicable to an Advisory Client, social and entertainment events with investors, prospective investors, management, customers, clients, borrowers, brokers and service providers), business or first class air travel, first class lodging, ground transportation, and may include the use of chartered travel, private air travel, or private cars (including black car/sedan services and late-night/after-hours taxis/cars/sedans), as appropriate and in accordance with travel policies, and any financing, legal, accounting, loan administration, advisory and consulting expenses (including if incurred by or owing to consultants) in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by entities in which the Advisory Clients have invested or propose to invest or by other third parties), any costs and expenses incurred in connection with attending industry conferences or hosting trainings and similar events in connection with or related to the Advisory Clients’ portfolio companies, any costs and expenses arising from any foreign exchange or other currency transactions, fees, costs and expenses incurred (including in response to a request of an investor individually) in connection with establishing, implementing, monitoring, reporting on and/or measuring the impact of environmental, social and governance (“ESG”) policies, initiatives, commitments and programs with respect to the Advisory Clients or their investments or prospective investments (including fees, costs and expenses charged by any affiliated ESG service providers), expenses related to specialty or custom software (including electronic subscription documents and software for monitoring risk, compliance, sector or industry research and the overall portfolio, as well as any related development costs), deal sourcing and industry research

subscriptions, group purchasing programs for portfolio companies, and any insurance, indemnity or litigation, investigation or similar expense), (vi) broken deal expenses (including expenses that would have been borne by co-investment vehicles), to the extent not reimbursed by an entity in which the Advisory Clients have invested or propose to invest, or other third parties, (vii) brokerage commissions, prime brokerage fees, custodial expenses, agent bank fees and other bank service fees, travel and related expenses and other investment costs, fees and expenses incurred in connection with actual investments, (viii) costs of litigation, D&O liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Advisory Clients, including indemnification obligations to any placement agents and finders in connection with the offer any sale of interests in the Advisory Clients, (ix) out-of-pocket expenses incurred in connection with any amendments to governing documents of the Advisory Clients, (x) out-ofpocket expenses incurred in connection with compiling and complying with governing documents of the Advisory Clients and parallel vehicles and the provisions in side letter agreements, including “most favored nations” process and provisions and any related technology, software or automation services utilized in connection with the foregoing, as well as out-of-pocket expenses incurred in connection with any actual or proposed transfer of interests in an Advisory Client (to the extent not reimbursed by the parties to any such transfer), (xi) out-of-pocket fees, costs and expenses, if any, incurred in connection with legal, tax, regulatory and statutory compliance with U.S. federal, state, local, non-U.S. or other law or regulation (including, without limitation, regulatory filings of CIM and its affiliates relating to an Advisory Client and its activities, including reporting on and compliance with (including modifications to such requirements) Form PF, DAC 6, FATCA and CRS (each defined below) and any comparable legislation or regulations published by any other relevant jurisdiction, and reports, disclosures, filings and notifications prepared in accordance with and with respect to the organization or maintenance of any entity used in connection with compliance by an Advisory Client (or its related vehicles) with the AIFMD or AIFMD II (each defined below) (including any entity established to be AIFM of such Advisory Client or any parallel vehicle within the meaning of the AIFMD) as well as any travel and accommodation expenses related to such entity; the salary and benefits of any personnel reasonably necessary for the operation and maintenance of such entity; filing fees, registration fees, and other fees paid to local regulatory authorities; the costs incurred in connection with maintaining a local registered agent (or similar local representative); or other related overhead expenses), (xii) fees, costs and expenses related to the organization, operation or maintenance of any intermediate entity or similar administrative structure used to acquire, hold, dispose, or otherwise facilitate an Advisory Client’s investment activities (including, without limitation, any related travel and accommodation expenses, salaries and benefits of any personnel reasonably necessary and/or advisable for the operation and maintenance of such intermediate entities, or other related overhead expenses), (xiii) expenses of reorganizing, dissolving, winding up and terminating the Advisory Clients and intermediate entities, (xiv) any taxes, fees or other governmental charges levied against or payable by the Advisory Clients or payable by the Advisory Clients and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Advisory Clients (including any fees, costs and other expenses incurred by the partnership representative and designated individual acting in such capacity); (xv) out-ofpocket fees, costs and expenses, if any, associated with any third-party examinations or audits (including other similar services) of the Advisory Clients, its parallel vehicles, general partner, the CIM AIFM, CIM or its affiliates that are attributable to the operation of such Advisory Clients and

parallel vehicles or requested by one or more investors in an Advisory Client, (xvi) costs and expenses of any lenders, investment banks and other financing sources (including principal and interest on and fees and other expenses arising out of all borrowings or guarantees made by Advisory Clients, including, but not limited to, the arranging thereof and any related expenses and professional fees incurred in connection with any procedure reports for lenders and any indemnification obligations and agent servicing fees), (xvii) the out-of-pocket and legal and other expenses of the Investor Advisory Committee (including, but not limited to, travel-related expenses for members and certain observers of certain Investor Advisory Committees), (xviii) certain expenses associated with any meeting or conference of the Advisory Clients (including meetings or conferences attended by investors in the Advisory Clients, regardless of whether all investors in the Advisory Client attend), (xix) out-of-pocket expenses associated with completed transactions that are not reimbursed by the seller or capitalized as part of the acquisition price of the transaction, (xx) to the extent not paid by an Advisory Client’s portfolio company, the fees, costs and expenses of a Carlyle broker dealer in connection with the provision of broker dealer services to an Advisory Clients or its portfolio companies, (xxi) to the extent not paid by an intermediate entity or its investors, the expenses of such intermediate entity or its investors (which expenses may in the general partners’ (or similar managing fiduciary’s) discretion be specially allocated to the investors with a direct or indirect interest in such intermediate entity), (xxii) to the extent not paid for by an Advisory Client’s portfolio company or by Carlyle, any applicable Global Portfolio Solutions Costs incurred in respect of services provided by the members of the Global Portfolio Solutions team, (xxiii) fees, costs and expenses of a GCM Provider (as defined below) in connection with the provision of GCM Services (as defined below) to an Advisory Client or any of its portfolio companies and (xxiv) any other fees, costs or expenses approved by certain Investor Advisory Committees to be treated as expenses of an Advisory Client. Certain Advisory Clients are also required to bear the allocable compensation and other direct expenses and overhead of, for example, in-house administrative (including in respect of performing anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, ongoing surveillance, periodic refreshes and ongoing participation of investors in the Advisory Clients, and related information management systems and technology, whether maintained at Carlyle or otherwise), accounting (including tax services (e.g., tax compliance, tax oversight and tax structuring)), tax (including tax advisors providing services in connection with the organization of the Advisory Clients and any related vehicles, and the admission of limited partners thereto), legal (including services related to closing preparation and post-closing activities (such as compliance with contractual obligations and advising on investment-level matters with respect to fiduciary and other obligations and legal considerations) and advising on credit facilities and investment structuring), compliance, hedging and currency management, IT system support (including subscription fees for IT systems’ experts providing advice for operational improvements at portfolio companies and related research reports) without duplication of and which is not otherwise a Global Portfolio Solutions Cost attributable or allocable to Carlyle’s Global Portfolio Solutions team, and transfer pricing services to an Advisory Client, its parallel vehicles and/or its portfolio companies, as well as expenses charges and/or related costs incurred by such Advisory Client, its parallel vehicles, CIM or its affiliates in connection with providing such services. In connection with such expenses, the general partner of an Advisory Client may have a conflict of interest in allocating certain expenses among investors

of the Advisory Client as well as among each Carlyle-sponsored investment vehicle and any coinvestment vehicles. In addition, CIM from time to time engages one or more fund administrators or similar service providers (some of which may be portfolio companies or third-party captive service providers) to perform certain functions in relation to an Advisory Client, including but not limited to, coordination of the Advisory Clients’ legal entity management function, execution and recordkeeping associated with applicable tax elections and filings, review of Advisory Client marketing materials, initial and ongoing monitoring/reviews of current or potential investors in support of anti-money laundering, investor verification, or know-your-customer and similar due diligence requirements, support for the Advisory Clients’ valuation process and support of certain investor correspondence, investor data management and reporting requests as well as data collection required for, and preparation and distribution of various regulatory reporting that the Advisory Clients are obligated to comply with. Certain employees of certain of such service providers dedicate substantially all of their time to Advisory Clients and spend all or a significant majority of their business time at the Carlyle offices. These expenses are borne by the Advisory Clients. In certain circumstances, advisors and service providers, or their affiliates, will charge different rates or have different arrangements for services provided to Carlyle, the general partner (or similar managing fiduciary), CIM or their affiliates as compared to services provided to the Advisory Clients and their portfolio companies, which can result in more favorable rates or arrangements than those payable by the Advisory Clients or such portfolio companies. Moreover, Carlyle or the Advisory Client will often not be in a position to verify the risks or reliability of such service providers. The Advisory Client may suffer adverse consequences from actions, errors or failure to act by such third parties, and will have obligations, including indemnity obligations, and limited recourse against them. In addition, certain Advisory Clients bear the expenses of all third-party administrator service providers even if there is some overlap in services performed by such third-party administrator and Carlyle personnel. Carlyle may determine to shift services for initial and ongoing monitoring and compliance of antimoney laundering, investor verification, or know-your-customer reviews from a third-party fund administrator or other similar service provider to Carlyle employees or a captive service provider (or vice versa). As noted above, Advisory Clients will bear the associated expenses in connection with such services regardless of whether Carlyle or a third-party fund administrator or other similar service provider provides such services, provided that any fees paid to CIM or its affiliates by an Advisory Client for the provision of such services will not be greater than what would be paid to an unaffiliated third-party for substantially similar services as determined by Carlyle in good faith. Carlyle may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by third-party service providers or vendors. Carlyle’s allocation of such tasks may be influenced by whether Carlyle or an Advisory Client would bear the fees and expenses of a third-party service provider or vendor. Due to, among other things, limited internal resources, Carlyle may be incentivized to allocate such tasks related to Advisory Clients to thirdparty service providers or vendors (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party service provider or vendor), such that the Advisory Clients would bear the fees and costs thereof. On the other hand, Carlyle may be incentivized to allocate its employees to matters related to CIM or its affiliates so as to

avoid CIM or its affiliates bearing the fees and costs of third-party service providers or vendors. Carlyle has designed a group purchasing program whereby portfolio companies are afforded the option to participate in group purchasing arrangements with Carlyle, its affiliates and other portfolio companies. Companies that participate in the program are able to take advantage of group discounts which have been negotiated with various vendors and service providers. Carlyle allocates aggregate ongoing third-party administration costs for the program among the applicable Advisory Clients (and Carlyle). Carlyle and its affiliates also participate in the program, are allocated a portion of the ongoing third-party administration costs, and receive substantially the same benefits and discounts as portfolio companies, and such benefit is not subject to any offset. Carlyle may, from time to time, choose to offer certain services such as training programs to portfolio companies, as part of the group purchasing program or otherwise. The absence of Carlyle charging an expense for such services could create the appearance of a conflict of interest. From time to time, Advisory Clients are expected to recruit a management team to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company or to provide operating services to assets being acquired by such Advisory Client or by a platform portfolio company created by such Advisory Client. In other cases, Advisory Clients are expected to form a new portfolio company and recruit a management team to build the portfolio company through acquisitions and organic growth. In both cases the Advisory Client will bear the expenses of the management team or portfolio company, as the case may be, including any overhead expenses, employee compensation, diligence expenses or other related expenses in connection with backing the management team or the build out of the platform company. Such expenses will be borne directly by the applicable Advisory Client as partnership expenses or indirectly as the Advisory Client bears the start-up and ongoing expenses of the newly-formed platform portfolio company. None of these expenses will offset any Advisory Client management fees. In certain instances, the portfolio company that employs such a management team may be engaged to provide operating services to assets owned by other portfolio companies of such Advisory Client or by portfolio companies of other Advisory Clients. Such services will generally be performed at market rates and any revenues so generated will accrue to the benefit of the portfolio company providing such services. In addition, where CIM is expected to make determinations of market rates (i.e., rates that fall within a range that CIM has determined is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms), it will do so based on its consideration of a number of factors, which are generally expected to include CIM’s experience with unaffiliated service providers as well as benchmarking data and other methodologies determined by CIM to be appropriate under the circumstances. Any benchmarking is not expected to be memorialized in formal reports but rather conducted on an informal basis, and while CIM often obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by CIM affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services, the confidential or bespoke nature of such services (e.g., different assets may receive different services) or because the services being benchmarked are part of a broader suite of services. In addition, benchmarking data is based on general market and broad industry

overviews rather than determined on an asset-by-asset basis, and benchmarking may also be conducted only on a periodic basis (e.g., every few years) rather than on an ongoing or regular basis. As a result, benchmarking data does not take into account specific characteristics of individual assets then owned or to be acquired by an Advisory Client, or the particular characteristics of services provided. For these reasons, such market comparisons may not result in precise market terms for comparable services. In certain circumstances CIM can be expected to determine that third-party benchmarking is unnecessary, either because the price for a particular good or service is mandated by law or because in CIM’s view no comparable service provider offering such good or service exists or because CIM has access to adequate market data to make the determination without reference to third-party benchmarking. Depending on the nature of the relevant services provided, expenses and costs to obtain benchmarking data will be borne by the relevant portfolio company or directly by the relevant Advisory Clients receiving such services. Expenses frequently will be incurred by multiple Advisory Clients. Carlyle allocates aggregate costs among the applicable Advisory Clients (and, in certain cases, among Carlyle and applicable Advisory Clients) in accordance with allocation policies and procedures which are reasonably designed to allocate expenses in a fair and reasonable manner over time among such Advisory Clients. However, expense allocation decisions can involve potential conflicts of interest (e.g., an incentive to favor Advisory Clients that pay higher incentive fees, conflicts relating to different expense arrangements with certain Advisory Clients, or allocations of certain in-house personnel expenses). Under its current expense allocation policies, Carlyle generally allocates expenses among Advisory Clients in accordance with applicable rules set forth in fund governing documents, including on a pro rata basis (which may be determined by Carlyle in its reasonable good faith discretion, based on a number of available methods, including based on assets under management, net asset value, holding percentages, investment cost (and may include available capital), or fair value of investments, number of investors, number of investments, number of funds (or legal entities), fund size, department headcount and compensation, number of users or time spent or estimated to be spent on certain services, benefit received or derived relative to the expense or relative use of product or service to which the expense relates) or in such other manner as Carlyle determines is fair and reasonable. Carlyle may, however, use other methods to allocate certain expenses among the Advisory Client if it deems another method more appropriate based on the nature or source of the product or service or other relevant factors. Nonetheless, such assessments will involve Carlyle’s subjective judgment, and the portion of a common expense that Carlyle allocates to an Advisory Client for a particular product or service may not ultimately reflect the relative benefit derived by the Advisory Client from that product or service in any particular instance. For example, certain expenses may be allocated pro rata across all investment vehicles comprising an Advisory Client regardless of whether each investment vehicle is directly incurring the expense. Conversely, from time to time, certain Advisory Clients may also indirectly benefit from certain services and activities, including research undertaken by prior funds, and such Advisory Clients may not be allocated or bear the expenses in respect of such benefits. Carlyle’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by Carlyle in good faith will be final and binding on the Advisory Clients. Despite Carlyle’s good faith judgment to arrive at a fair and reasonable expense allocation methodology, the use of any particular methodology may ultimately lead an Advisory Client to bear relatively more expense in certain instances and relatively less in other instances compared

to what an Advisory Client would have borne if a different methodology had been used. However, Carlyle seeks to make allocations that are fair and equitable on an overall basis in its good faith judgment. All out-of-pocket fees, costs and expenses, if any, incurred in connection with an Advisory Client or parallel vehicle’s compliance with AIFMD or AIFMD II (including any entity established to be the “alternative investment fund manager” of a fund entity) as well as any travel and accommodation expenses related to such entity, the salary and benefits of any personnel reasonably necessary for the operation and maintenance of such entity, or other overhead expenses in connection therewith may be allocated to each fund entity that comprises an investment fund (even if not all fund entities are subject to AIFMD), provided entities formed for the purpose of internal co-investment may not receive an allocation of such expenses. Advisory Clients will bear their allocable portion of fees, costs and expenses relating to the use, development, maintenance and implementation of artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”), to the extent such AI Technologies provide services and support relating to the applicable Advisory Client’s activities and investments. Such costs include, without limitation: (i) fees, costs and expenses incurred in diligencing, engaging, monitoring and utilizing third-party professional service providers, consultants and technology vendors in connection with AI Technologies; (ii) costs of subscriptions, data licenses, software and hardware; (iii) server infrastructure and hosting costs; and (iv) expenses, fees, charges and related costs specifically attributed or allocated (based on methodologies determined by CIM or its affiliates in their reasonable good faith discretion) to an Advisory Client in connection with internally-generated or internally-enhanced AI Technologies of CIM or its affiliates, including, without limitation, allocable personnel compensation and overhead associated with the development, maintenance and provision of such internally-developed or internally-enhanced tools if those tools provide services or support relating to the applicable Advisory Client’s activities and investments. The foregoing amounts will not be subject to the management fee offset provisions of an Advisory Client’s governing documents. CIM’s allocation of such costs among Advisory Clients will be made in accordance with CIM’s expense allocation policies described herein, which are designed to allocate expenses in a fair and reasonable manner over time. Brokerage Expenses Expenses paid to third parties in connection with the acquisition or disposition of investments are borne by the Advisory Clients. These expenses include brokerage commissions (direct or in the form of a spread), prime brokerage and other account fees, custodial expenses, agent bank and other bank service fees, travel and related expenses and other investment costs, fees, and expenses incurred in connection with completed investments. Brokerage and other transaction costs are also discussed in more detail in Item 12 – “Brokerage Practices”. Organizational/Offering Expenses Typically, legal, accounting, filing and other expenses, including amounts payable in respect of value added tax (“VAT”) thereon, incurred in connection with structuring, organizing, forming

and establishing an Advisory Client, its general partner (or similar managing fiduciary), the general partner (or similar managing fiduciary) of the general partner, any entity established in connection with Carlyle’s side-by-side commitment and its general partner or managing member, any vehicle formed to directly or indirectly receive carried interest and its general partner or managing vehicle, as applicable, and the associated advisory arrangements with the investment adviser and its subadvisers and the marketing and offering of interests in an Advisory Client (including travel and accommodation expenses (which may include expenses for chartered travel or private air travel in accordance with Carlyle’s policies), filing fees and expenses, marketing material preparation expenses (including outsourcing to third parties of marketing materials compliance reviews), initial and ongoing reviews of current or potential investors in support of anti-money laundering or know-your-customer requirements, and printing costs or other similar amounts incurred by the general partner (or similar managing fiduciary) or its affiliates in connection with the offering of and subscription for interests in an Advisory Client) are borne by the investors in such Advisory Client, and for the avoidance of doubt, all initial notifications, filings and compliance contemplated by the AIFMD and the Luxembourg Law of 12 July 2013 on alternative investment fund managers, as applicable, and including all fees and expenses incurred in connection with any licensing, filing or registration requirements in a jurisdiction where the Advisory Client’s interests may be offered. Often, the expenses borne by an Advisory Client in respect of activities related to organizing the Advisory Client are capped in the governing documents for the Advisory Client and any excess would offset future management fees. With respect to certain Advisory Clients, such expenses, up to the amount of any applicable cap, are borne solely by the third-party investors in such Advisory Clients that are not affiliated with Carlyle and any excess is borne by Carlyle. For certain other Advisory Clients, such expenses are borne by the Advisory Client up to the amount of any applicable cap and any excess is advanced and/or reimbursed by Carlyle, subject to reimbursement by the Advisory Clients as agreed to between such Advisory Clients and Carlyle. In addition, Carlyle will, in certain circumstances, engage placement agents and finders (whether independent or employed by Carlyle) in connection with the offer and sale of interests to certain investors, but the fees due to such placement agents and finders, either will be borne by Carlyle or to the extent paid by an Advisory Client will be treated as excess organizational expenses and will be subject to an offset against management fees. Notwithstanding the foregoing, expenses related to ongoing matters of an Advisory Client that are not treated as “organizational” expenses pursuant to the governing documents for an Advisory Client, generally are not subject to an expense cap. Accordingly, Carlyle will have a conflict of interest in classifying certain expenses that may be treated as either organizational expenses or ongoing expenses. For the avoidance of doubt, fees paid to locally licensed intermediaries or distributors that an Advisory Client is required to engage in order to offer interests in such Advisory Client in particular jurisdictions or as otherwise disclosed to investors shall not be deemed to be placement fees. Broken Deal Expenses Investors in certain Advisory Clients generally are required to bear out-of-pocket costs and expenses, if any, including any amounts payable in respect of VAT thereon, incurred in connection with developing, negotiating and structuring deals that are not ultimately completed (which may include potential Secondary Transactions as defined and discussed below). Typically, these

expenses include (i) legal, accounting, advisory, consulting or other third-party expenses (including, without limitation, amounts payable to Operating Professionals and other third parties) in connection with making an investment that is not ultimately consummated, and any related travel and accommodation expenses (whether incurred by third parties or by Carlyle), although, in some cases, CIM and its affiliates may be required to bear travel and accommodation expenses, (ii) all fees (including commitment fees), costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment that is not ultimately made (including all fees, costs and expenses incurred in connection with the offering of interests in any Carlyle-affiliated investment vehicle formed for co-investors to participate in an Advisory Client’s proposed investment that is not ultimately made, such as marketing material preparation and review), (iii) any out of pocket fees, costs and expenses paid to an individual or group pursuing a business plan that is not successfully implemented, (iv) any break-up, reverse break-up, topping, termination and other similar fees payable by an Advisory Client in connection with proposed investments are that are not ultimately made and (v) any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not ultimately made (in each case, to the extent such investment is not ultimately made by another Advisory Client). While Carlyle’s internal co-investment vehicles that invest alongside our Advisory Client funds are allocated a portion of expenses, including, but not limited to, broken deal expenses, all other co-investment vehicles (particularly those expected to be formed to invest alongside an Advisory Client fund in a single investment that will generally not close in the event of any unconsummated deal) generally will not be required to bear broken deal expenses. Unless otherwise agreed with an Advisory Client, investing in an Advisory Client does not give investors any rights, entitlements or priority to co-investment opportunities.

The relationship of CIM, the manner of calculation and application of management fees and carried interest profit allocations, incentive fees or other performance-based fees, as applicable, with respect to CIM, the affiliated general partner (or similar managing fiduciary) or other affiliates and known or reasonably anticipated conflicts of interest involving CIM or its affiliates, are disclosed in the offering documents of the applicable Advisory Client provided to potential investors prior to their investment. Each Advisory Client typically has a specified investment objective defined by geography, industry, type of investment, investment strategy, investment size, risk/reward profile, projected hold period and/or other parameters. Investment opportunities that satisfy the investment objective of a particular Advisory Client typically will be allocated to that particular Advisory Client, although they often will be allocated among multiple Advisory Clients with overlapping investment objectives in accordance with Carlyle’s investment allocation policies. The investment or credit committee of the relevant Advisory Client has the discretion to construct what, in their business judgment, constitutes an appropriate investment portfolio for that Advisory Client. As

such, in determining what they believe to be an appropriate portfolio for a particular Advisory Client, they will often give consideration to factors in addition to those outlined herein. As a result, it may not be desirable for an Advisory Client to participate in an investment opportunity or acquire all of an investment opportunity. Generally, external co-investment vehicles are only allocated investment opportunities if CIM determines there is excess capacity in respect of a particular investment opportunity. In certain cases, however, an investment opportunity will be appropriate for more than one Advisory Client. As discussed in more detail in Item 11 below, these investment opportunities are allocated in accordance with Carlyle’s written policies and procedures, taking into account the applicable provisions of the Advisory Client’s investment advisory agreement, collateral management agreement or other governing document as well as regulatory restrictions applicable to the Advisory Client. In allocating investment opportunities, there could be incentives to favor Advisory Clients with higher potential management or performance fees, incentive fees or carried interest allocations over Advisory Clients with lower potential performance fees, incentive fees or carried interest allocations. 6 Additionally, as described in Item 8, performance fee, incentive fee or carried interest allocations may create an incentive for the general partner (or similar managing fiduciary) of a Carlyle-sponsored investment vehicle advised by CIM to make riskier or more speculative investments on behalf of an Advisory Client than would be the case in the absence of this arrangement. To seek to reduce the effect of such incentives, CIM and its affiliates have adopted written policies and procedures pursuant to which they seek to allocate investment opportunities that may be appropriate for more than one Advisory Client in a fair and equitable manner, bearing in mind, among other things, the size of the investment, available capital, investment objectives, focus, mandate or policies (including any related contractual restrictions), risk tolerance, return targets, projected hold periods, portfolio construction and diversification considerations, permissible and preferred asset classes, and liquidity needs of each Advisory Client. The policies seek to provide consistent treatment of such Advisory Clients with similar investment objectives and guidelines to the extent possible, consistent with legal, regulatory and contractual restrictions. CIM’s and its affiliates’ policies prohibit the allocation of investment opportunities based solely on anticipated compensation or profits to Carlyle, CIM, any affiliates or their professionals, and require the review and approval of CIM’s Allocation Committee (comprising senior CIM personnel) for allocations of opportunities that are appropriate for multiple Advisory Clients (or advisory clients). Each Advisory Client typically has its own investment guidelines, governing agreements and geographical and industry focus that must be taken into account when making investment allocation determinations.

For example, if one Advisory Client is in a net loss position and another Advisory Client is in a net gain position, the Advisory Client in the net loss position will either (i) not generate a carried interest from such investment, or (ii) generate less carried interest from such investment to the extent profits are required to make up for previous losses.

Typically, a minimum investment amount is imposed on third parties investing in the investment vehicles for which CIM acts as investment adviser or collateral manager (through its relying advisers, including ALLP, Carlyle CLO, CBAM CLO and Carlyle CLO Europe). This minimum often is set at $5-10 million, but can be subject to a reduction upon prior agreement by CIM or an affiliate (subject to applicable legal requirements) and is often much lower for investment vehicles targeted at high-net worth individuals. A minimum investment amount can also be established pursuant to the laws of the jurisdiction in which the investment vehicle was established.

As a general matter, analytical methods used by the investment teams can include gain/loss forecast models, cash-flow models, other financial modeling and simulation, risk sensitivity analyses, charting, and fundamental, technical and cyclical analysis. Such financial models often include results created by data analysts and data scientists who rely on various analytical techniques including running artificial intelligence models and machine learning technologies which incorporate large amounts of external data as inputs to their models. Global Private Equity Corporate Private Equity Within the Global Private Equity segment, CIM corporate private equity Advisory Clients seek to make privately-negotiated equity or equity-related investments, focusing on buyout and growth capital transactions in a specified geographic region or industry. To a lesser extent, CIM corporate private equity Advisory Clients may also be permitted to make certain debt investments, including debt investments in portfolio companies. In its leveraged buyout transactions, the Advisory Clients seek to (i) acquire portfolio companies primarily in Carlyle’s core industries; (ii) finance

acquisitions using leverage from debt incurred by such companies; (iii) motivate and incentivize management of such portfolio companies in an effort to increase shareholder value; and (iv) sell their interests in each portfolio company when the value of the business has significantly increased. In its growth capital transactions, the Advisory Clients seek out companies with the potential for growth, strategic redirection and operational improvements. In its life sciences transactions, the Advisory Clients seek to make investments in life sciences and healthcare companies and late-stage clinical and other therapeutic assets in a range of geographies, sectors and stages of development, including seed, early-stage, late-stage venture, venture growth, clinical co-development and investments in public equities. Potential investments include biopharmaceuticals, drug discovery and development, and vaccines, clinical co-development partnerships, platform technologies, devices and delivery, and other areas (e.g., diagnostics, informatics and databases, instrumentation, and specialty pharmaceutical companies). In considering potential investment opportunities in the corporate private equity setting, a number of analytical methods are utilized in an effort to achieve a thorough and in-depth assessment of the potential investment. Typically, these analyses focus on the (i) reputation of shareholders and management; (ii) company size and sensitivity of cash flow generation; (iii) operational, marketing, legal, tax, labor, environmental and accounting factors; (iv) business sector and competitive risks; (v) industry competition, both domestically and abroad; (vi) portfolio fit; (vii) exit alternatives; and (viii) other key factors highlighted by the investment team. These analyses also often include financial modeling which may utilize artificial intelligence models and machine learning technologies to collect and analyze data. Where appropriate, third-party consultants will be engaged to assess business and market conditions, competition, physical and environmental concerns, and other factors deemed to be relevant to the evaluation of the investment. Real Estate Within the Global Private Equity segment, CIM’s real estate investment focus is on opportunities in real assets, such as residential properties (including, without limitation, multifamily and singlefamily rental properties and manufactured housing), active adult facilities, industrial properties, and self-storage properties. Office buildings, hotels and retail properties generally are not the focus of CIM’s real estate investment strategies. The principal features of the real estate investment strategy are: to seek to identify predictable, deep and growing sources of tenant demand, and correspondingly, seek to invest in assets that are expected to capture their fair share of those sources of demand; to seek to limit both systematic and unsystematic risk through diversification, sector selection and asset-level business plans and to enhance the current yield through new management, operational strategy, reversionary income growth or improving the physical attributes or capital structure of such assets; to seek to capitalize on secular and cyclical trends that contribute to changes in the relevant market; and to seek operating partners with significant operational expertise or deal sourcing capability. CIM’s platform also includes a core-plus real estate investment strategy, seeking what CIM identifies as more stable, relatively low volatility equity investments in North America as compared to its opportunistic investment strategy. Within real estate in the U.S., the investment approach includes pursuing single-asset transactions, working with joint venture partners or managers, sourcing deals directly, focusing on sectorspecific strategies, actively managing the investments and timing of exits, across its opportunistic

and core-plus strategies. Outside the U.S., Carlyle continues to invest opportunistically in the European real estate market under similar investment strategy principles as the U.S., often focusing on multiple transactions involving smaller portfolios, and assembling platforms or operating businesses and focusing on sectors that Carlyle views as logistics- and demographic-driven, including single-family rental, non-care senior living, self-storage, urban logistics and warehouse sectors. Investments in operating companies are pursued after completing analyses that typically include evaluating: (i) reputation of the target’s management team; (ii) industry and/or market dynamics; (iii) physical and environmental concerns; (iv) competitors and competing technologies; (v) the quality of the target’s underlying assets, products and services; (vi) the target’s competitive position and strategy; (vii) the target’s financial statements, off-balance sheet and contingent liabilities, debt capacity and financing needs; (viii) equity and debt market perspectives; (ix) environmental, political and regulatory risks; and (x) economic risk, exit alternatives and return potential. Where appropriate, third-party consultants, industry experts and/or other advisors will be engaged to assist with aspects of the diligence process, or to assist with other areas relevant to the potential transaction and/or evaluation of the potential investment. Infrastructure and Natural Resources Within the Global Private Equity segment, CIM’s infrastructure and natural resources investment activities focus on renewables, energy infrastructure, water and waste, transportation, digital infrastructure, power generation, international energy, and North America energy (including through NGP). Within CIM’s energy/infrastructure, the investment approach includes investing opportunistically, often focusing on multiple transactions involving smaller portfolios, and assembling platforms or operating businesses. More specifically, energy investment activities focus on buyouts, growth capital investments, strategic joint ventures and platform companies in the midstream, upstream, downstream, energy and oilfield services sectors around the world. The international energy investment team focuses on investments across the energy value chain outside of North America. Investments are pursued after completing analyses that typically include evaluating: (i) reputation of the target’s management team and shareholders; (ii) industry and/or market dynamics and other business sector risks; (iii) physical and environmental concerns; (iv) competitors and competing technologies; (v) company size, sensitivity of cash flow generation and the quality of the target’s underlying assets, products and services; (vi) the target’s competitive position and strategy; (vii) the target’s financial statements, off-balance sheet and contingent liabilities, debt capacity and financing needs; (viii) equity and debt market perspectives; (ix) environmental, political and regulatory risks; (x) economic risk, exit alternatives and return potential; (xi) operational, marketing, legal, tax, labor, and accounting factors; and (xii) portfolio fit and other key factors highlighted by the investment team. Where appropriate, third-party consultants, industry experts and/or other advisors will be engaged to assist with aspects of the diligence process, or to assist with other areas relevant to the potential transaction and/or evaluation of the potential investment. Global Credit

Those Global Credit investments managed by CIM or its relying advisers, Carlyle CLO, CBAM CLO and Carlyle CLO Europe, primarily focus on credit opportunities in loans, structured credit and liquid credit. CIM’s investment goals through Global Credit include generating attractive current income, risk-adjusted returns, and capital appreciation, while avoiding defaults, maximizing recoveries, and preserving principal. Each of CIM’s Global Credit teams seeks to use its specialized expertise to identify investment opportunities by employing fundamental and technical analysis subject to eligibility criteria, Advisory Client objectives and investment guidelines. The liquid credit Advisory Clients primarily invest in loans. The investment decisions for these Advisory Clients are overseen by a credit committee comprising senior investment professionals of Carlyle. The credit committee reviews credit, liquidity, interest rate risk and compliance with the conditions of the funds’ underlying indentures (such as concentration limitations, collateral quality and collateral obligations). The credit committee also reviews general economic and market conditions, political events, industry trends and changes in interest rates. The liquid credit team closely monitors investments through regular meetings and communication with management and equity sponsors. The liquid credit team also conducts internal ongoing reviews of individual credits, market activity and the current trading environment. The direct lending, opportunistic credit, infrastructure credit, asset-backed finance and certain other liquid investment teams primarily manage advisory clients for CIM’s affiliated investment adviser, CGCIM. For additional information regarding the methods of analysis, investment strategies and risk of loss of CGCIM, please see Part 2 of Form ADV for CGCIM, available at: http://www.adviserinfo.sec.gov/. Carlyle AlpInvest AlpInvest seeks to provide attractive investment returns through carefully selected portfolios of private equity and mezzanine investments within the parameters of its investment mandates. The core investment strategies employed by AlpInvest are primary fund investments, secondary investments, portfolio financing investments and co-investments. Investments for AlpInvest’s advisory clients are typically managed on a discretionary basis and are selected opportunistically by and among the aforementioned affiliated investment advisers from the range of investment strategies appropriate for the particular advisory client. For additional information regarding the methods of analysis, investment strategies and risk of loss of AlpInvest, please see Part 2 of Form ADV for AlpInvest, available at: http://www.adviserinfo.sec.gov/. Investment Risks An investment in any Advisory Client 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 such Advisory Client and for which such Advisory Client does not represent a complete investment program. There can be no assurance that the investment objective or targeted returns of any Advisory Client will be achieved, that any Advisory Client will otherwise be able to successfully carry out its investment program, or that an investor will receive a return of its capital contributed to any Advisory Client. The discussion below enumerates certain, but not all,

risk factors that apply generally to an investment in any Advisory Client. In addition, there will be occasions when the general partner of an Advisory Client, CIM and/or their respective affiliates encounter potential conflicts of interest in connection with such Advisory Client. Prior to making any investment in an Advisory Client, investors should carefully review the applicable offering documents for a more complete description of the risk factors and conflicts of interest relating to such Advisory Client. No Assurance of Investment Return An investment in an Advisory Client requires a long-term commitment, with no certainty of return. Carlyle cannot provide any assurance whatsoever that it will be able to choose, make and realize investments in any particular company or portfolio of companies for any Advisory Client. There can be no assurance that any Advisory Client will (i) 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 Advisory Client participates or (ii) make any distribution to its investors. Furthermore, distributions to such Advisory Client’s investors may be subordinated in the event of a default under any credit facility of such Advisory Client or its related entities. Accordingly, an investment in an Advisory Client 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. Past activities of investment entities associated with Carlyle or any Advisory Client provides no assurance of future success. Past performance is not necessarily indicative of future results and all investors should be prepared to lose the value of their investment. There can be no assurance that projected or targeted returns for any Advisory Client will be achieved. Operational Risk Advisory Clients depend on CIM to develop the appropriate systems and procedures to control operational risk and the Advisory Clients rely heavily on its financial, accounting and other data processing systems. Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in an Advisory Client’s operations may cause the Advisory Client to suffer financial losses, the disruption of its business, liability to third parties, regulatory intervention or damage to its reputation. The ability of its systems to accommodate an increasing volume of transactions could also constrain an Advisory Client’s ability to properly manage its investments. Subject to the terms of the governing documentation for the relevant Advisory Client, such Advisory Client will be responsible for any losses incurred due to the occurrence of any such errors (including trade errors) and such Advisory Client will be required to indemnify the general partner of such Advisory Client, CIM and any other indemnitee for any such errors, even if such loss results from negligence (but not gross negligence) of such indemnitee. Role of Carlyle Investment Professionals The success of each Advisory Client will depend in part upon Carlyle’s ability to identify, attract, retain and motivate talented investment professionals, the skill and expertise of the investment

professionals who manage the Advisory Client’s investment program and, where applicable, the management of portfolio companies or other investments. There can be no assurance that such professionals will continue to be associated with or remain in the same roles at Carlyle whether as officers, employees, consultants or otherwise throughout the life of a particular investment or of any Advisory Client. A loss of the services of key personnel could impair Carlyle’s ability to provide services to an Advisory Client and therefore could have a negative effect on an Advisory Client and the interests of such Advisory Client. Should one or more of these professionals become incapacitated or in some other way cease to provide advisory services to an Advisory Client, the Advisory Client’s performance could be adversely affected. Carlyle also faces potential threats to its physical security, including to its offices and the safety and well-being of its people, including senior Carlyle professionals. These threats could involve terrorism, insider threats, targeted threats against senior Carlyle professionals, workplace violence, or civil unrest, all of which could adversely affect could impair Carlyle’s ability to provide services to an Advisory Client and therefore could have a negative effect on an Advisory Client and the interests of such Advisory Client. To the extent any personnel departures or changes are perceived by other Carlyle professionals as creating uncertainty in respect of firm leadership or strategy, Carlyle’s ability to identify, attract and retain investment professionals may be impacted, which could have a negative impact on an Advisory Client and its investments. As valued leaders within Carlyle, certain key executives have management responsibilities that may continue to expand as Carlyle evolves. The roles and responsibilities within Carlyle of certain investment professionals are likely to be modified during the life of any Advisory Client, including modifications that result in less time devoted to such Advisory Client. Any fiduciary duties owed by such professionals to an Advisory Client would be modified accordingly. In addition, Carlyle investment professionals involved in providing advisory services to an Advisory Client may in the future cease providing such services while nonetheless remaining employed by Carlyle. Separately, there is ever-increasing competition among alternative asset firms, financial institutions, private equity firms, investment managers and other industry participants for hiring and retaining qualified professionals, including investment professionals. The market for qualified professionals is extremely competitive across levels and areas of expertise, particularly in light of increasingly unpredictable enforcement of immigration laws and visa requirements, and Carlyle may not be successful in its efforts to recruit, retain and motivate such professionals. There can be no assurance that Carlyle personnel will not be solicited by and join competitors or other firms and/or that Carlyle will be able to hire and retain any new personnel that it seeks to maintain or add to its roster of investment professionals. In particular, the noncompetition and non-solicitation agreements that certain senior Carlyle professionals are subject to, together with Carlyle’s other arrangements with such professionals, will not prevent such professionals from leaving, joining Carlyle’s competitors or otherwise competing with Carlyle. The noncompetition and nonsolicitation agreements expire after a certain period of time, at which point such senior professionals could compete with Carlyle and solicit its clients and employees, and such agreements may not be enforceable in all cases. Moreover, any such noncompete agreements will need to be evaluated in the context of a rapidly evolving federal and state regulatory landscape, which may present various limitations on Carlyle’s ability to enforce such agreements. In addition, members of the investment advisory team or investment or credit committee of a

particular Advisory Client will work on other projects for Carlyle. For example, although historically Carlyle’s buyout, growth and financial services investments, among others, were generally executed by different investment teams, going forward buyout, growth and financial services investments will be completed within a singular platform – Global Private Equity. While Carlyle believes this approach gives rise to certain positive synergies by bringing Carlyle’s deep sector specialization into a single platform, the time and attention by the members of the investment advisory team and/or the investment committee of an Advisory Client’s general partner (or other similar managing fiduciary) will be divided between these different strategies. Furthermore, while William E. Conway, Jr., David M. Rubenstein and Daniel A. D’Aniello, cofounders of Carlyle, continue to serve as Non-Executive Co-Chairmen and Chairman Emeritus of Carlyle, respectively, they are no longer involved in the day-to-day activities of Carlyle, generally are not treated as affiliates of the general partner for purposes of applicable Advisory Client governing documents and are not subject to any covenants regarding the amount of time they must devote to the business and affairs of Carlyle or an Advisory Client or its investments under such Advisory Client’s governing documents. As such, unlike the co-founders, the current leadership of Carlyle has not been with Carlyle since inception. As a result, the investment process for certain Advisory Clients may be materially different than that of certain predecessor funds. Conflicts of interest are expected to arise in allocating management time, services or functions, and Carlyle’s ability to access other professionals and resources within Carlyle for the benefit of a particular Advisory Client may be limited. Such access may also be limited by the internal compliance policies of Carlyle, including, without limitation, information barrier policies, or other legal or business considerations. Reliance on the General Partner (or Similar Managing Fiduciary) and Investment Adviser or Collateral Manager of the Advisory Client The general partner (or similar managing fiduciary) and investment adviser or collateral manager of an Advisory Client will have exclusive responsibility for an Advisory Client’s activities, and, other than as may be set forth in an Advisory Client’s governing documents, investors will have no opportunity to control the day-to-day operation of an Advisory Client or make investment, disposition or any other decisions concerning the management of an Advisory Client. In order to safeguard their limited liability for the liabilities and obligations of an Advisory Client, investors must rely entirely on the general partner and the investment adviser to conduct and manage the affairs of an Advisory Client. Material Risk Relating to Methods of Investment Analysis CIM seeks to conduct reasonable and appropriate analysis and due diligence of its investments based on the facts and circumstances applicable to such investment. In particular, when conducting due diligence, CIM may be required to evaluate important and complex issues, including but not limited to those related to business, financial, credit risk, tax, accounting, sustainability, legal, and regulatory and macroeconomic trends. With respect to sustainability, the nature and scope of CIM’s diligence will vary based on the investment, but may include a review of, among other things: energy management, air and water pollution, land contamination, human capital management, human rights, employee health and safety, accounting standards, and bribery and corruption. Selecting and evaluating such factors is subjective by nature, and there is no guarantee

that the criteria utilized or judgment exercised by us or a third-party specialist (if any) will reflect the policies or preferred practices of any particular investor or align with the practices of other asset managers or with market trends. The materiality of various risks and impact of such risks on an individual potential investment or portfolio as a whole depend on many factors, including the relevant industry, geography and asset class, and the nature of the investment. When conducting due diligence and making an assessment regarding an investment, CIM relies on available resources, including market research (which may include reliance on alternative data sources, artificial intelligence or machine learning), information provided by the target of the investment, and, in some circumstances, third-party investigations. As a result, the due diligence process may at times be subjective. Accordingly, CIM cannot be certain that due diligence investigations with respect to any investment opportunity will reveal or highlight all relevant facts (including irregular accounting, employee misconduct and other fraudulent practices) or risks that are necessary or helpful in evaluating such investment opportunity, including the existence of contingent liabilities, and CIM may not identify or foresee future developments that could have a material adverse effect on an investment, including for example, potential factors, such as a technological disruption of a specific company or asset, or an entire industry, including as a result of the rapid development and implementation of AI Technologies. Please see “Artificial Intelligence Technologies” below for related risks and disclosure. In circumstances where Carlyle accesses non-public confidential information, there is a possibility that certain trading restrictions would apply to Carlyle and its affiliates, which may affect an Advisory Client’s ability to transact. In the event of fraud by any Advisory Client portfolio company or any of such portfolio company’s managers or affiliates, an Advisory Client may suffer a partial or total loss of capital invested in such portfolio company, and there can be no assurance that any such losses will be offset by gains (if any) realized on an Advisory Client’s other investments. CIM will generally negotiate the pricing of transactions, establish the capital structure of an investment (where applicable) and the terms and targeted returns of such investment on the basis of financial, macroeconomic, and other applicable projections. Estimated operating results will normally be based primarily on investment professional or management judgments, or third-party advice and reports. 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 assumptions will be accurate or that the estimated results will be obtained, and actual results may vary significantly from the projections. General economic, political and market conditions, which are difficult to predict, can have a material adverse impact on the reliability of such projections. Assumptions or projections about asset lives; the stability, growth, or predictability of costs; demand; or revenues generated by an investment or other factors associated therewith may, due to various risks and uncertainties including those described herein, differ materially from actual results. Other participants in the industry may disagree with the feasibility of projections and potential investors should make their own determinations about the prospects of any Advisory Client. Effect of Substantial Losses on the Operations of CIM and the General Partner of Each Advisory Client If, due to extraordinary market conditions or other reasons, an Advisory Client or any of its

affiliates were to incur substantial losses, the revenues of CIM and its affiliates may decline substantially. Advisory Clients may also make investments that require CIM to provide an indemnity to one or more third parties on a joint and several basis with such Advisory Clients, and such indemnity may have no contractual limit on the amounts such Advisory Client and CIM may be required to bear in the event a covered loss arises. To the extent CIM is unable to recoup such losses through insurance, indemnification from Advisory Clients or otherwise, it may suffer significant losses. Such losses may hamper CIM and its affiliates’ ability to (i) retain employees and (ii) provide the same level of service to such Advisory Client as it has in the past. Misconduct of Carlyle Personnel; Third-Party Service Providers Employees could engage in misconduct that adversely affects Carlyle or Advisory Clients. In addition, employees and third-party service providers may improperly use or disclose confidential information, which could result in serious reputational or financial harm, including limiting the Advisory Client’s business prospects or future activities. Furthermore, because of Carlyle’s diverse businesses and the regulatory regimes under which they operate, misdeeds by a Carlyle entity (or its personnel) may result in foreclosing an Advisory Client’s ability to conduct its activities in the manner otherwise intended. Detecting or deterring employee misconduct is not always possible, and the precautions that Carlyle takes to detect and prevent this activity may not be effective in all cases. Risks of Third-Party Service Providers Certain operations teams of an Advisory Client, CIM or an investment interface with and/or depend on third-party service providers, including an Advisory Client’s administrator or other service providers as well as any joint-venture partners or operating partners engaged by an Advisory Client in respect of its investments. The costs, fees and expenses associated with the provision of such services by third-party service providers will generally be borne by the Advisory Client instead of its general partner or CIM, thereby increasing the expenses borne by the limited partners. The Advisory Client, its general partner and CIM may not be in a position to verify the risks or reliability of such third parties. An Advisory Client may suffer adverse consequences from actions, errors or failure to act by such third parties, and will have obligations, including indemnity obligations, and limited recourse against them. For example, third-party service providers are subject to various applicable laws and regulations with respect to their activities, including, without limitation, consumer protection laws (including with respect to deceptive advertising practices) and antitrust and competition laws (including with respect to price fixing or other anticompetitive activity) that apply in the U.S. and any other countries or regions where they do business, and failure to comply with such laws, rules or regulations could result in sanctions, fines or penalties, including civil damage actions, or delays in consummating investments. Please see “Artificial Intelligence Technologies” below for related risks and disclosure. There can be no assurances that the Advisory Client, its general partner or CIM will not experience directly or indirectly negative impacts or otherwise be subject to or implicated by litigation or investigations involving any possible violation of such laws by such third-party service providers.

Newly Formed Entities; Lack of Operating History Each Carlyle-sponsored investment vehicle advised by CIM will initially be a newly-formed entity which has not commenced operations and therefore will have no operating history upon which an investor may evaluate its performance. There can be no assurance that any such Carlyle-sponsored investment vehicle will be able to implement its investment strategy and investment approach or achieve its investment objective or that an investor will receive a return of its capital. Past performance of investment entities associated with Carlyle is not necessarily indicative of future results and there can be no assurance that a Carlyle-sponsored investment vehicle will achieve comparable results or that targeted returns will be met. Moreover, each such Carlyle-sponsored vehicle is subject to all of the business risks and uncertainties associated with any new investment vehicle, including the risk that it will not achieve its investment objectives and that the value of an interest in such investment vehicle could decline substantially. Accordingly, investors should draw no conclusions from the prior experience of CIM, the investment professionals or the performance of any other Carlyle investments and should not expect to achieve similar returns. General Economic and Market Conditions The success of an Advisory Client’s activities will be affected by the continued economic volatility as well as general economic and market conditions, such as changes in interest rates, availability and cost of credit, credit defaults, inflation rates, economic uncertainty, monetary policy uncertainty, national and international political circumstances (including government contract terminations or funding pauses, government agency closures, government shutdowns, wars, terrorist acts, or security operations), geopolitical tensions and instability (including the realignment of alliances), social unrest, the effects of climate change, changes in applicable laws and regulations (including laws relating to taxation of an Advisory Client’s investments), disease, pandemics or other severe public health events, trade barriers, tariffs, consumer spending patterns, currency exchange controls, continued technology disruption, tax reform or other significant policy changes as well as national and international political, environmental and socioeconomic circumstances. Commercial, market or other considerations may result in changes to an Advisory Client’s staffing levels, investment operations or investment process. In addition, the slowdown in the global economy and changes in the prices of certain goods, raw materials and commodities may affect inflation rates and currency exchange rates, which may in turn have a negative impact on an Advisory Client’s investments. In addition, there exists material uncertainty in the global banking markets (particularly as a result of both the recent failures of several banks in the U.S. and globally and the highly uncertain nature, timing and effects of potential future changes to the current legal and regulatory framework affecting financial institutions under the Trump administration), and there can be no assurance that other banks (including banks with which Carlyle, the Advisory Clients or portfolio companies have business relationships) will not suffer adverse effects. Impact of a Downgrade of the U.S. Credit Rating For various reasons, financial services companies have in the past and may in the future lower their long-term sovereign credit rating on the United States. Such downgrades could have material adverse impacts on financial markets and economic conditions in the United States and globally,

and, the market’s anticipation of these impacts could, in turn, have a material adverse effect on an Advisory Client’s financial condition and liquidity. The ultimate impact on global markets and an Advisory Client’s business, financial condition and liquidity are difficult to predict and may not be immediately apparent and an Advisory Client may be unable to take corrective action to address such impact, once known. Inflation Rate Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets (including securities markets) of various countries. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy, and certain central banks have raised interest rates. Governmental efforts to curb inflation often have negative effects on the level of economic activity. The U.S. and other developed economies have recently experienced higher than normal inflation rates. It remains uncertain whether substantial inflation in the U.S. and other developed economies will be sustained over an extended period of time or have a significant effect on the U.S. or other economies. For example, if an Advisory Client’s investment is unable to increase its revenue in times of higher inflation, its profitability may be adversely affected. Such investments may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangements. As inflation rises, an investment may earn more revenue but incur higher expenses, including in the form of increased cost of capital. As inflation declines, an investment may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. Certain Advisory Clients have faced, and could continue to face, difficulty in realizing value from investments due to sustained declines in equity market values as a result of concerns regarding interest rates. An increase in interest rates has, and could continue to increase the cost of debt financing for the transactions Advisory Clients pursue. In addition, a significant contraction or weakening in the market for debt financing or other adverse change relating to the terms of debt financing (such as, for example, higher equity requirements and/or more restrictive covenants), particularly in the area of acquisition financings for private equity and real estate transactions, could have a material adverse effect on Advisory Clients. The current U.S. administration has sought to reduce subsidies, block permits and leases for new projects and roll back favorable terms for investments in renewable energy ventures, which could adversely impact the performance of those strategies in the portfolios of applicable Advisory Clients. Trade and Other Governmental Policy Political leaders in the U.S. and certain European nations have recently been elected on protectionist platforms, fueling doubts about the future of global free trade. The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. Furthermore, the U.S. government has recently imposed, and may in the future further increase, wide-ranging tariffs on certain foreign goods and has indicated a willingness to impose tariffs on

imports of other products. Such tariffs could adversely affect the revenues and profitability of select companies whose businesses rely on goods imported from countries that are subject to significant tariffs. In particular, the current U.S. administration imposed additional steep tariffs on goods, materials, inputs, and intermediate parts with origins across numerous geographies, including, among other countries, China, Canada, Mexico, and certain European countries, and may impose additional tariffs in the future. Tariffs on goods imported from China, Canada, Mexico, and Europe could further increases costs, decrease margins, and reduce the competitiveness of products and services offered by current and future portfolio companies. Some foreign governments have instituted or threatened to institute retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. While the U.S. has reached an agreement with several countries to either delay or lower the imposition of such tariffs, the current U.S. administration has also indicated that they could be reinstated. While the Supreme Court recently issued a decision invalidating certain broad tariffs previously imposed by the Trump administration under the International Emergency Economic Powers Act, it is not yet fully known what the exact impact of this development will be, including what tariffs the Trump administration may impose in the future and its effect on non-U.S. tariff regimes. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of an Advisory Client and its portfolio companies. In particular, although the U.S. and China had previously signed the phase I Economic and Trade Agreement relating to the trade disputes between U.S. and China, there are still ongoing trade disputes, which if they remain unresolved, are expected to be an ongoing source of instability, potentially resulting in significant currency fluctuations and/or have other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise). While this dispute has had negative economic consequences on the U.S. markets, if trade-related disputes persist, including as a result of geopolitical tensions, there could be additional significant impacts on the industries in which an Advisory Client participates, the jurisdiction of portfolio companies and other adverse impacts on investments. Further governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies in respect of other jurisdictions could also have a similar adverse impact. In addition, trade disputes may develop between other countries, which may have similar or more pronounced risks and consequences for an Advisory Client or its portfolio companies. Ongoing Turmoil in the U.S. and Global Financial Markets Turmoil such as that recently experienced by the U.S. and global financial markets as a result of the ongoing war on Ukraine and the armed conflict in the middle-east, the COVID-19 pandemic, the highly uncertain nature, timing and effects of potential future changes to the current legal and regulatory framework affecting financial institutions under the Trump administration, and recent collapses of financial companies, including cryptocurrency companies, illustrate the risk that the financial markets can experience uncertainty, volatility and instability, potentially for protracted periods of time. Lending and the global credit markets continue to experience substantial volatility, disruption, liquidity shortages and, to some extent, financial instability. There can be no assurances that conditions in the U.S. and global financial markets will not worsen and/or adversely affect an

Advisory Client, including one or more of an Advisory Client’s portfolio companies or other investments (including with respect to performing under or refinancing their existing obligations), its access to capital or leverage (including such portfolio companies’ ability to access cash for immediate needs, including payroll and expenses), its ability to effectively deploy its capital or realize investments on favorable terms or its overall performance. For example, for Advisory Clients that offer periodic redemptions, such financial instability could cause a sharp increase in investors requesting redemptions from such Advisory Clients, and there is no guarantee that such Advisory Clients will have sufficient liquidity to fund such redemption requests in a timely manner or any particular timeframe. Please also see the “Co-Investments” disclosures below for related risks and disclosure in this regard. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Depositors and other customers of smaller and/or regional banks have experienced, and could in the future experience, significant challenges and uncertainty regarding access to banking products and services, including with respect to the availability of such customers’ deposits, lines of credit and other accounts and banking relationships. There is a risk that other financial institutions could undergo significant depositary outflows as a result of contagion disconnected from market fundamentals or for other reasons, and it is unclear what steps regulators would take, if any, in the event of further bank closures or market distress. In addition, certain financial institutions, in particular smaller and/or regional banks or other financial institutions, have in the past experienced volatile stock prices and significant losses in their equity value, and there may be concern that depositors at these institutions will withdraw in the future significant sums from their deposit accounts. Should banks be closed by governmental authorities or otherwise require government intervention, there is no assurance that governmental authorities will guarantee uninsured depositors of such banks. General concern regarding the financial health and outlook for other financial institutions – could have an overall negative effect on the banking system and financial markets generally. Developments may also have other implications for broader economic and monetary policy, including interest rate policy, and may impact the financial condition of banks and other financial institutions outside of the United States. For the foregoing reasons, there can be no assurances that conditions in the banking sector and in global financial markets will not adversely affect an Advisory Client, its investments or their respective financial performance. Any future bank failure would be expected to result in significant uncertainty as to whether the failed bank or any successor institution (such as a bridge bank or other acquirer) will be able or willing to honor new draw requests under their existing credit facilities in which they are the sole lender or a syndicate lender. There can be no guarantee that other financial institutions have the capacity to provide replacement financing in a timely manner, if at all. Further, if any of the banks that hold an Advisory Client’s deposits were to be placed in receivership or otherwise fail, the Advisory Client may be unable to access such funds. In addition, if any parties with whom the Advisory Client conducts business (including the Advisory Client’s limited partners, portfolio companies and/or transaction counterparties) are unable to access deposited funds or other funds pursuant to lending arrangements with a troubled financial institution, such parties’ ability to pay

their obligations to the Advisory Client (such as the ability of portfolio companies to make payments under their own debt or the ability of limited partners to honor capital calls and/or receive distributions) or to enter into new arrangements requiring additional payments to the Advisory Client could be materially adversely affected. There can be no assurances that an Advisory Client or its investments will establish banking relationships with multiple financial institutions. The Advisory Client and its investments are expected to be subject to contractual obligations to maintain all or a portion of their respective assets (including deposits) with a particular bank (including, without limitation, in connection with a credit facility or other financing transaction). Any actions to establish a banking relationship with another bank could result in financial or other penalties that limit or disincentivize an Advisory Client and its investments from taking steps to establish banking relationships with multiple financial institutions. Further, a significant amount of commercial real estate financings are provided by smaller and/or regional banks or other financial institutions. If any such smaller and/or regional institution fails, it is not currently known whether, and to what extent, other banks and financial institutions will continue to provide comparable banking services. The performance of certain Advisory Client investments will also be substantially dependent upon prevailing prices of oil, natural gas, coal and other commodities (such as metals) and the differential between prices of specific commodities that are a primary factor in the profitability of certain conversion activities such as petroleum refining (“crack spread”) and power generation (“spark spread”). Commodity prices are likely to continue to be volatile and subject to wide fluctuations in response to any of the following factors: (i) relatively minor changes in the supply of and demand for each commodity; (ii) market uncertainty; (iii) political conditions in international commodity producing regions, including conflicts such as the Russia-Ukraine and the Middle East wars (including the 2026 war with Iran); (iv) the extent of domestic production and the importation of commodities in certain relevant markets; (v) the foreign supply of commodities; (vi) the price of foreign imports; (vii) the price and availability of alternative fuels; (viii) the level of consumer demand; (ix) the imposition of tariffs by the U.S. and other countries; (x) the price of steel and the outlook for steel production; (xi) weather conditions; (xii) the competitive position of oil, gas or coal as a source of energy as compared with other energy sources; (xiii) the industry-wide refining or processing capacity for oil, gas or coal; (xiv) the effect of United States and non-U.S. federal, state and local regulation on the production, transportation and sale of commodities; (xv) with respect to the price of oil, actions of the Organization of Petroleum Exporting Countries; (xvi) the expected consumption of coking coal in steel production; (xvii) the amount and character of excess electric generating capacity in a market area; (xviii) overall economic conditions; and (xix) a variety of additional factors that are beyond the control of Carlyle, CIM or an Advisory Client. A substantial or extended decline in commodity prices may materially and adversely affect an Advisory Client’s investment activities as well as the financial condition, results of operations and liquidity of an Advisory Client’s investments and the ability of such investments to finance planned capital expenditures. Coronavirus and Public Health Emergencies The extent of the impact of any public health emergency on an Advisory Client and its portfolio companies’ operational and financial performance will depend on many factors, including but not

limited to the duration and scope of such public health emergency (as well as the availability of effective treatment and vaccination rates), the extent of any related travel advisories and voluntary or mandatory government or private restrictions implemented, the impact of such public health emergency on overall supply and demand, goods (including component parts and raw materials) and services, investor liquidity, consumer confidence and spending levels, the extent of government support and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. For this reason, valuations in this environment are subject to heightened uncertainty and subject to numerous subjective judgments even beyond what is traditionally the case, any or all of which could turn out to be incorrect with the benefit of hindsight. Furthermore, traditional valuation approaches that have been used historically may need to be modified in order to effectively capture fair value in the midst of significant volatility or market dislocation. The effects of a public health emergency may negatively impact the value and performance of portfolio companies, Advisory Client’s ability to source, manage and divest investments (including but not limited to circumstances where potential transactions are already signed but not closed) and the Advisory Client’s ability to achieve its investment objectives (and in particular, may have a greater impact on leveraged assets), all of which could result in significant losses to the Advisory Client. In particular, a public health emergency. Any such disruptions may continue for an extended and uncertain period of time. Any future pandemic global health crisis or other public health emergency, including any new or variant outbreaks of COVID-19, SARS, H1N1/09 flu, avian flu, respiratory syncytial virus (RSV), other coronaviruses, Ebola or other existing or new epidemic diseases, or the threat thereof, could negatively impact an Advisory Client and its portfolio companies and could meaningfully affect an Advisory Client’s ability to fulfill its investment objectives. In the event of a pandemic or global health crisis, Advisory Clients’ portfolio companies may experience decreased revenues and earnings, which may adversely impact Advisory Clients’ ability to realize value from such investments and in turn reduce Advisory Clients’ performance revenues. Investments in certain sectors, including hospitality, location-based entertainment, retail, travel, leisure, and events and, in certain geographies, office and residential, could be particularly negatively impacted. Advisory Clients’ portfolio companies may also face increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams and limited access or higher cost of financing, which may result in potential impairment of Advisory Clients’ investments. In addition, borrowers of loans, notes, and other credit instruments in Carlyle’s credit platform may be unable to meet their principal or interest payment obligations or satisfy financial covenants, and tenants leasing real estate properties owned by Carlyle may not be able to pay rents in a timely manner or at all, resulting in a decrease in value of Advisory Clients’ credit and real estate investments. In the event of significant credit market contraction as a result of a pandemic or similar global health crisis, certain of the Advisory Clients may be limited in their ability to sell assets at attractive prices or in a timely manner in order to avoid losses and margin calls from credit providers. In Advisory Clients’ liquid investment vehicles, such a contraction could cause investors to seek liquidity in the form of redemptions from Advisory Clients’ funds, adversely impacting management fees. Management fees may also be negatively impacted if Advisory Clients experience a decline in the pace of capital deployment or fundraising.

In connection with the impacts of any future such public health crisis, an Advisory Client is expected to incur heightened legal expenses which could similarly have an adverse impact to such Advisory Client’s returns. For example, but not by limitation, an Advisory Client or its portfolio companies may be subject to heightened litigation and its resulting costs, which costs may be significant and are expected to be borne by an Advisory Client and/or its portfolio companies. In addition, a pandemic or global health crisis may pose enhanced operational risks. For example, Advisory Clients’ employees may become sick or otherwise unable to perform their duties for an extended period, and extended public health restrictions and remote working arrangements may impact employee morale, integration of new employees, and preservation of the “One Carlyle” culture. There is also a heightened risk of cyber and other security vulnerabilities. For example, remote working environments may also be less secure and more susceptible to hacking attacks. Moreover, Advisory Clients’ third-party service providers could be impacted by an inability to perform due to pandemic-related restrictions or by failures of, or attacks on, their technology platforms. Any of the foregoing could result in adverse effects to an Advisory Client or the portfolio companies in the form of economic harm, data loss or other negative outcomes. Related factors may materially and adversely affect Advisory Clients and their portfolio companies and an Advisory Clients’ ability to fulfill their investment objectives in the event of a future pandemic or global health crisis, including the effectiveness of governmental responses, the extension, amendment, or withdrawal of any government programs or initiatives and the timing and speed of economic recovery. Actions taken in response to a future pandemic or global health crisis may contribute to significant volatility in financial markets, resulting in increased volatility in equity prices, material interest rate changes, supply chain disruptions, such as simultaneous supply and demand shock in global, regional, and national economies, and an increase in inflationary pressures. Market Conditions and Opportunities An Advisory Client’s strategy may in some investments be based, in part, upon the premise that businesses and assets will be available for purchase by the Advisory Client at prices that the general partner of the Advisory Client considers favorable. Furthermore, the Advisory Client’s strategy relies, in part, upon the availability of investment opportunities, the continuation of existing market conditions or, in some circumstances, upon more favorable market conditions or anticipated investment opportunities existing prior to the termination of the term of such Advisory Client. These conditions and opportunities may include, among others, continued growth in gross domestic product or foreign investment in or privatizations by a particular country, the existence of consolidation opportunities in a particular industry, the continuation of certain existing laws, regulations or government policies, divestiture by or other restructurings of conglomerates in certain countries or the continuation of certain unemployment, inflation, demographic and other trends. No assurance can be given that such conditions or opportunities will arise or continue, as applicable, or that businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets will either remain stable or, as applicable, recover or improve, since this will depend upon events and factors outside the control of the general partner of the Advisory Client. Growth rates and other trends do not imply, forecast or predict future results.

Uncertain Geopolitical Events International and / or local geopolitical events are likely to influence an Advisory Client’s investments, including the ongoing war on Ukraine, the armed conflict in the middle-east region and the 2026 war on Iran. Such geopolitical events, including, without limitation, war, national referenda, political elections, interest rates, fluctuations in oil and other energy prices, international violent and non-violent conflicts, terrorist attacks, humanitarian crises, political movements, reactions to national and international emergencies and the general uncertainty caused by any of the foregoing, can affect monetary policy, fiscal policy, international relations, currency valuations, legal systems and regulatory regimes, among numerous other things, in ways that could, directly or indirectly, impact the Advisory Clients and its investments and / or their ability to operate and / or pursue their respective investment strategy. Because it is difficult to predict the ultimate impact of such geopolitical events on global economic and market conditions, the events present material uncertainty and risk with respect to an Advisory Client and the performance of its investments or operations, and the ability of an Advisory Client to achieve its investment objectives. The Trump administration has further sought to implement significant changes to the size of the federal government and to various other government policies. The reductions to date and potential further downsizing of the federal government workforce and shutting down or defunding of certain government agencies (or offices thereof), including of federal agencies tasked with protecting investors, along with the changes in U.S. trade policy discussed above, could introduce market instability, reduce investor confidence, and weaken investor protection. For example, substantial reductions in government spending and personnel could negatively affect certain of an Advisory Client’s investments that rely on or benefit from government subsidies, grants or contracts, destabilize the U.S. government contracting market, impede the ability to implement business plans, and impede such Advisory Client’s ability to achieve expected returns. Moreover, the Trump administration’s signaled changes to government policy with respect to tax, healthcare, scientific research, immigration, labor, infrastructure, energy, education, business regulations (including U.S. anti-corruption policies), international relations, and international economic development could create uncertainty and volatility for Advisory Clients and their investments. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and/or adversely affect Advisory Clients, their investments or their respective financial performance. Continuation of Trends and Conditions The investment strategies of Advisory Clients and the availability of opportunities satisfying Advisory Clients’ risk-adjusted return parameters may rely in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurances that the assumptions made or the beliefs and expectations currently held by CIM will prove correct and actual events and circumstances may vary significantly. Availability of Financing

A combination of lack of liquidity and regulatory constraints on the amount of debt banks may extend for transactions in the capital markets may make it significantly more difficult for sponsors such as Carlyle to obtain favorable financing for investments and the financing that is available may be on significantly less favorable terms than had been prevailing in the past. Carlyle may be required to finance transactions with a greater proportion of equity relative to prior periods. General fluctuations in the market prices of securities may affect the value of the investments held by an Advisory Client. Instability in the securities markets may also increase the risks inherent in an Advisory Client’s investments. The ability of Advisory Client investments to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise, or to raise capital in the leveraged finance debt markets, which historically have been cyclical with regard to the availability of financing. See risk factors above discussing market conditions and turmoil in the global financial markets for an additional discussion of the potential impact such market conditions may have on the availability of financing and credit to Advisory Clients and their potential or existing investments and portfolio companies. Highly Competitive Market for Investment Opportunities The activity of identifying, managing, monitoring, completing and realizing attractive investments is highly competitive, and involves a high degree of uncertainty. Potential competitors include, without limitation, other investment partnerships and corporations, merchant banks, business development companies, special purpose acquisition companies (“SPAC”), strategic industry acquirers, sovereign wealth funds, domestic and international public pension plans, the public debt and equity markets, individuals, banks, mutual funds, financial institutions, industry groups and other financial investors investing directly or through affiliates, and an Advisory Client may be unable to identify a sufficient number of attractive investment opportunities for such Advisory Client to meet its investment objectives. Competitors may make competing offers for investment opportunities that are identified, and even after an agreement in principle has been reached with the board of directors or owners of an acquisition target, consummating the transaction is subject to a myriad of uncertainties, only some of which are foreseeable or within the control of an Advisory Client. Additional funds, vehicles and accounts with similar investment objectives may be formed in the future by Carlyle or by other unrelated parties. Some of these competitors may have more relevant experience, greater financial and other resources and more personnel than Carlyle and CIM. There can be no assurance that an Advisory Client will be able to (i) locate, complete and exit investments which satisfy such Advisory Client’s target equity range, rate of return objectives, or realize upon their values, or (ii) invest fully its available capital. Carlyle expects competition among private equity firms and other participants in countries in which investments will be made to continue to increase. In such an environment, the sourcing and execution of transactions for an Advisory Client, whether on a proprietary basis or otherwise, would become more challenging. Consequently, it is possible that competition for appropriate investment opportunities may increase, which may also require certain Advisory Clients potentially to participate in auctions more frequently. The outcome of these auctions cannot

be guaranteed, thus potentially reducing the number of opportunities available to such Advisory Clients and potentially adversely affecting the terms, including price, upon which investments can be made. To the extent that the Advisory Clients encounter competition for investments, returns to investors may decrease. Further, it is possible that private equity sponsors unaffiliated with Carlyle may be reluctant to present financing opportunities to certain Advisory Clients because of their affiliation with Carlyle. Advisory Clients may incur bid, legal, due diligence and other costs on investments which may not be successful. In addition, Carlyle’s investment strategies in certain sectors depend on its ability to enter into satisfactory relationships with joint venture partners or Operating Professionals. There can be no assurance that Carlyle’s current relationship with any such partner or Operating Professional will continue (whether on currently applicable terms or otherwise) with respect to the Advisory Clients, that the Advisory Clients will have access to such relationships, or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to the Advisory Clients. Illiquid and Long-Term Investments; Certain Proceeds Investment in an Advisory Client may require a long-term commitment with no certainty of return, and there most likely will be little or no near-term cash flow available to the investors. Many of an Advisory Client’s investments will be highly illiquid, and there can be no assurance that an Advisory Client will be able to realize returns on such investments in a timely manner. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in-kind to the investors. An Advisory Client’s ability to realize an investment can be dependent on the public equity markets (e.g., demand for new public offerings and security sales) and investments in publicly-traded securities are subject to restrictions under relevant securities laws (e.g., Section 16 of the U.S. Securities Exchange Act of 1934, as amended). Although investments may occasionally generate some current income, the return of capital and the realization of gains, if any, from an investment generally will occur only upon the partial or complete disposition or refinancing of such investment. In addition, in some cases an Advisory Client may be prohibited by contract or legal or regulatory reasons from selling certain securities for a period of time. To the extent that there is no liquid trading market for an investment, the Advisory Client may be unable to liquidate that investment or may be unable to do so at a profit. Moreover, there can be no assurances that private purchasers of an Advisory Client’s investment will be found. Even with respect to strategies in which investors have certain liquidity rights or rights to request redemption or withdrawal during the life of the fund, such as, the core-plus real estate investment strategy, pursuant to the terms of the fund, the general partner (or similar managing fiduciary) still has significant discretion to limit or restrict such liquidity rights, and therefore, no assurance can be given that investors can redeem or withdraw their investments. In addition, the general partner of an Advisory Client may determine it is appropriate to forego certain amounts otherwise payable to it (for example, tax receivables) if the costs of continuing the Advisory Client (for example, annual audit expenses) exceed the amounts payable to the Advisory Client, or if the general partner of the Advisory Client determines that the likelihood of receiving such amounts are low, or the length of time it would take to receive such amounts do not justify the costs of continuing the Advisory Client. In addition, to the extent permitted by

applicable law, for similar reasons, the general partner of an Advisory Client may determine to liquidate the Advisory Client prior to the receipt of tax receivables or other amounts, and if such amounts are received by such general partner or CIM following the complete liquidation of an Advisory Client, such party will determine in good faith how to dispose of such amounts (for example, escheat such amounts to the relevant investor(s) state(s), or donate such amounts to charity). Any liquidating trust established by an Advisory Client in connection with dissolving the Advisory Client may similarly only be available on terms whereby the liquidating trust is dissolved, and the assets therein are distributed in-kind to the relevant investors, if the expected costs of continuing the liquidating trust would exceed its assets (or a set portion thereof). Separately, although any proceeds received by Advisory Clients as a result of (i) any refinancing, recapitalization or restructuring of, or similar transaction involving, its portfolio company or investment or (ii) any extraordinary dividend (including dividends related to recapitalizations) paid by its portfolio company will be treated as “reduction in capital proceeds” pursuant to the terms of the governing agreement of such Advisory Client and will be distributed to partners of such Advisory Client pro rata based on their respective percentage interests in such investment, proceeds received by such Advisory Client primarily as a result of the sale or other disposition of a material asset, subsidiary or operating division of a portfolio company or from the operating cash flow of a portfolio company (regardless of the timing or amount of any prior proceeds received by such Advisory Client in respect of such portfolio company) will be treated as disposition proceeds and current proceeds, respectively, as subject to the applicable waterfall provisions of the governing agreement of such Advisory Client. Investments Longer than Term Each Carlyle-sponsored investment vehicle may make investments that may not be advantageously disposed of prior to the date that the winding up of such investment vehicle commences, either by expiration of its term or otherwise. In addition, there can be no assurances with respect to the timeframe in which the winding up and the final distribution of proceeds of the liquidation of the remaining assets to investors will occur. Such winding-up and final distribution may occur several years after the investment vehicle enters into dissolution. Further, for the avoidance of doubt, investors of certain Advisory Clients remain obligated to make capital contributions for follow-up investments, expenses, management fees and the repayment of such Advisory Client’s obligations under any indebtedness (regardless of when such indebtedness is incurred) following the dissolution of the Advisory Client (oftentimes subject to the limitations on capital contributions and indebtedness as expressly set forth in the governing documents of such Advisory Client). Relatedly, the general partners of Advisory Clients typically have only a limited ability to extend the term of a fund with certain consent provisions set forth in the in the applicable Advisory Client’s governing documents and therefore may be required to sell, distribute, or otherwise dispose of investments at a disadvantageous time prior to dissolution, which could result in a lower than expected return on investments. Risk of Limited Number of Investments An Advisory Client will generally only participate in a limited number of investments and because the Advisory Client’s investments generally will involve a high degree of risk, poor performance

by only a few of the investments could severely affect the total returns of such Advisory Client (which may be exacerbated by the use of leverage). See “Investments in Highly Leveraged Companies; Use of Leverage; Risk of Borrowing by an Advisory Client” below. In addition, other than as set forth in the applicable Advisory Client’s governing documents (or investment management agreement in the case of a separately managed account or as required by applicable law), investors have no assurance as to the degree of diversification of an Advisory Client’s investments, either by geographic region, industry, asset or transaction type. To the extent an Advisory Client concentrates investments in a particular portfolio company, industry, asset, security, geographic region, location in the capital structures of the issuers in which such Advisory Client invests or other measures, its investments will become more susceptible to fluctuations in value resulting from adverse economic, business or market conditions. Moreover, there are no assurances that all of an Advisory Client’s investments will perform well or even return capital. Therefore, if certain investments perform unfavorably, for an Advisory Client to achieve aboveaverage returns, one or a few of its investments must perform exceptionally well. There are no assurances that this will be the case. Prior to the final closing date of an Advisory Client, the investment limitations, as well as certain borrowing limitations, may be applied at the time of a given investment (or a given borrowing) based on expected commitments to such Advisory Client. Therefore, when such Advisory Client makes an investment (or incurs a borrowing), it may calculate any investment restrictions and/or limitations (or applicable borrowing limitations) based on the assumption that it will have at least a certain amount of commitments by the final closing date of such Advisory Client. In the event that the aggregate commitments are less than such amount on by the final closing date, such Advisory Client may hold investments (or have leverage) in excess of the percentage of the thencurrent commitments specified in such investment restrictions and/or limitations (or such borrowing limitation). As a consequence, the aggregate return of such Advisory Client may be adversely affected by the unfavorable performance of one or a small number of investments. Confidential or Material, Non-Public Information By reason of their responsibilities in connection with other activities of Carlyle, certain CIM investment professionals may acquire confidential or material, non-public information concerning an entity in which Advisory Clients have invested, or propose to invest, and the possession of such information may limit the ability of CIM to buy or sell particular securities or instruments of such entity on behalf of Advisory Clients, thereby limiting the investment opportunities or exit strategies available to the Advisory Clients. In addition, holdings in the securities or instruments of an issuer by Carlyle or its affiliates may affect the ability of Advisory Clients to make certain acquisitions of or enter into certain transactions with such issuer. Especially in Global Credit, certain investment professionals may participate in ad-hoc lender groups, creditors’ committees, or boards of directors (including as observers) of issuers in which Advisory Clients have an interest. In these roles, such personnel may receive confidential or material, non-public information regarding such issuers, including in connection with potential restructurings or other strategic transactions. The receipt of such information may restrict Carlyle’s ability to trade in the securities or instruments of the affected issuers and, in certain cases, may also impact Carlyle’s ability to transact in related instruments including tranches of CLOs and

other structured products that have exposure to such issuers. Separately-registered investment advisers affiliated with CIM may acquire commerciallysensitive, confidential or material, non-public information concerning an entity in which Advisory Clients of CIM have invested, or propose to invest, and the possession of such information may limit the ability of CIM to buy or sell particular securities or instruments of such entity on behalf of certain of its Advisory Clients, thereby limiting the investment opportunities or exit strategies available to the Advisory Clients of CIM. Certain information barriers have been introduced to limit the flow of such material, non-public information; however, this risk still exists, including in the context of advisory clients within Global Credit. Carlyle has erected an information barrier to segregate the flow of material, non-public information between Global Credit and the rest of Carlyle (the “Global Credit Information Barrier”). The purpose of this information barrier is to mitigate potential conflicts of interest and address certain regulatory, legal and contractual requirements in order to minimize restrictions on collaboration between Global Credit and the rest of Carlyle. For example, if Carlyle comes into possession of material, non-public information, the information barrier protects the investment activities of Global Credit, on the one hand, and the rest of Carlyle, on the other hand, by preventing such information from being imputed from one business unit to the other. As another example, Global Credit relies on certain centralized, shared administrative and back-office services across business units within Carlyle, and Global Credit may provide certain administrative and back-office services in respect of certain credit transactions to other business units of Carlyle (e.g., certain credit transactions for Carlyle AlpInvest). Such information barrier will be updated as-needed, and may include temporary or permanent additional information barriers within Global Credit. As part of the Global Credit Information Barrier, a portion of the GCM team is permitted to receive certain material, non-public information in support of its capital markets activities; however, those GCM team members are not permitted to disseminate such information to the rest of Global Credit (thus minimizing the impact on investment activities for the rest of the Global Credit). From time to time Carlyle may permit certain investment professionals within Global Credit to participate in certain Carlyle-related investment advisory activities outside of Global Credit, and Carlyle further may, from time to time, adjust the parameters of the Global Credit Information Barrier to provide more discretion, including a narrowing of such information barrier, to Carlyle in its application of such information barrier or erect temporary or permanent information barriers within Global Credit. To the extent such investment professionals acquire material, non-public information in connection with such activities, Global Credit may be restricted from making certain investments. The establishment and maintenance of the information barrier discussed above means Global Credit will generally not be able to use, act on or otherwise be aware of confidential information otherwise known by or in the possession of the rest of Carlyle (and vice-versa), and collaboration between personnel associated with Global Credit, on the one hand, and personnel of the rest of CIM and Carlyle, on the other hand, may be limited, reducing potential synergies. Within Carlyle Aviation Partners, there is an information barrier affecting CASP, the purpose of which is to control the flow of material, non-public information to CASP. At the same time, as discussed more fully in Item 10, (with the exception of an information barrier

affecting CASP, described above) within Global Credit, there currently is no information barrier between supervised persons of CIM, Carlyle CLO, CBAM CLO or Carlyle CLO Europe and supervised persons of other Carlyle-affiliated advisers that are part of the group. Therefore, CIM, Carlyle CLO, CBAM CLO or Carlyle CLO Europe may in some cases (i) elect to not take in confidential information that is otherwise available to it to avoid trading restrictions for certain Advisory Clients, or, (ii) be unable to trade on behalf of certain Advisory Clients because Global Credit is restricted from trading. Carlyle also has erected a one-way information barrier between Carlyle AlpInvest and the rest of Carlyle. Due to this information barrier, Carlyle generally will not be able to use, act on or otherwise be aware of certain non-public, commercially sensitive investment information otherwise known by or in the possession of Carlyle AlpInvest. From time to time, the various Carlyle AlpInvest investment managers will cause an advisory client of such manager to hold, when otherwise permitted under its investment restrictions, interests in one or more Carlyle advisory clients. Any such investment will be made on arm’s-length terms, subject in any case to the information barrier between the firms and the confidentiality restrictions arising from particular fund or vehicle agreements. Carlyle has established and is expected to continue to establish, additional information barriers as needed, including with regards to certain investments of CIM’s Advisory Clients in the financial services and insurance solutions sectors. Compliance with Anti-Money Laundering and Know Your Customer Requirements In response to increased regulatory concerns with respect to underlying beneficial ownership, the sources of funds and sources of wealth used in investments and other activities, and to meet obligations under applicable regulations, the general partner of an Advisory Client typically requests investors to provide documentation verifying, among other things, such investors’ identity, source of funds and source of wealth used to purchase the interests of such Advisory Client. The amount and types of such information requested may vary depending on an Advisory Client’s domicile (due to local regulatory requirements) and the investor’s risk profile, and complying with such requests can often be burdensome, inconvenient, and intrusive. The general partner of an Advisory Client may decline to accept a subscription on the basis of the information that is provided or if this information is not provided. The general partner of an Advisory Client may also refuse the transfer of interests in such Advisory Client if the person to whom the interests are to be transferred fails to meet the criteria and/or provide all documentation and information recommended or prescribed by anti-money laundering and know-your-customer laws, regulations and policies applicable to such Advisory Client. Requests for documentation and additional information may be made at any time during which an investor holds an interest in an Advisory Client, and often include periodic requests to update the general partner’s files. Such general partner may be required (under, for example, the Bank Secrecy Act, as amended by Title III of the USA Patriot Act and the Corporate Transparency Act) to provide this information, or report the failure to comply with such requests, to appropriate governmental authorities, in certain circumstances without notifying the investors that the information has been provided. The general partner of an Advisory Client or its affiliates will take such steps as it determines in its sole discretion are necessary to comply with applicable law, regulation, orders, sanctions, directives or

special measures. These steps may include prohibiting an investor from making further contributions of capital to an Advisory Client, holding on or depositing distributions or other funds or assets to which an investor would otherwise be entitled to in an escrow account or causing the exclusion of an investor from the Advisory Client. See also “Failure to Make Capital Contributions” below. Furthermore, if after subscribing to an Advisory Client, an investor is included on a sanctions list (the “Sanctions Subject”), the Advisory Clients may immediately and without notice to the investor cease any further dealings with the investor or freeze any dealings with the interests or accounts of the investor (e.g., by prohibiting payments by or to the investor or restricting or suspending dealings with the interests or accounts) or freeze the assets of the Advisory Clients (including interests or accounts of other subscribers who are not Sanctions Subjects), until the relevant person ceases to be a Sanctions Subject or a license is obtained under applicable law to continue such dealings, (ii) the Advisory Client may be required to report such action or failure to comply with information requests and to disclose the investor’s identity (and/or the identity of the investor’s beneficial owners and control persons) to applicable governmental or regulatory authorities (without notifying the investor that such information has been so provided) and (iii) the Advisory Clients have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the investor as a result of such an event. These types of sanctions may restrict an Advisory Client’s investment activities, and the increasing burdens of AML compliance may open Carlyle to sanctions and fines. Currency and Exchange Rate Risks A portion of an Advisory Client’s investments, and the income received by an Advisory Client with respect to such investments, may be denominated in foreign currencies. However, unless otherwise provided in an Advisory Client’s governing documents, the books of an Advisory Client generally will be maintained and capital contributions to and distributions from such Advisory Client generally will be made, in U.S. dollars. Accordingly, changes in currency exchange rates, costs of conversion and exchange control regulations may materially adversely affect the U.S. dollar value of investments, interest and dividends received by an Advisory Client, gains and losses realized on the sale of investments, and the amount of distributions, if any, to be made by an Advisory Client. Interests in Advisory Clients may be denominated in different currencies. For example, a U.S. dollar-denominated Advisory Client and a Euro-denominated Advisory Client may invest in the same European transaction. Because currency-exchange rates can be volatile and fluctuate sharply, one Advisory Client may benefit from an exchange rate fluctuation, while another may not, creating the potential that one Advisory Client may benefit more from the same investment relative to another Advisory Client denominated in a different currency. Similar considerations apply in respect of a parallel or feeder fund of an Advisory Client that is denominated in a different currency than the main fund of an Advisory Client. Similarly, investors from any country in which U.S. dollars are not the local currency should note that changes in the rate of exchange between U.S. dollars and such currency may have an adverse effect on the value, price or income of the

investment to such investor. It should be noted that the fees, costs and expenses incurred by an investor in converting their local currency to U.S. dollars (if applicable) in order to meet capital calls will be borne solely by such investor and will be in addition to the amounts required by such capital call (and will not be part of or otherwise reduce an investor’s capital commitments and/or unfunded capital commitments, as applicable). Carlyle may enter into hedging transactions, if available, designed to reduce such currency risks with respect to an Advisory Client, but there can be no assurance that any such transactions would achieve their intended results. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions. Further, such hedging transactions could result in diminished returns (or increased losses on capital) to the extent overall returns are less than an Advisory Client’s costs or losses associated with such hedging transactions. An Advisory Client may also experience gains attributable solely, or in large part, to favorable movements in exchange rates as of any date of valuation or realization of an investment, even despite relatively adverse performance of the relevant portfolio company. Risks Associated with Derivatives and Hedging Transactions In connection with the acquisition, financing, holding or disposition of certain investments or potential investments, an Advisory Client may employ hedging techniques designed to reduce certain risks, including, among others, the risk of adverse movements in interest rates, securities prices and currency exchange rates, but there will be no obligation to engage in such hedging activities. While such transactions may reduce certain risks, such transactions themselves entail certain other risks. Thus, while an Advisory Client may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices or currency exchange rates, a limited or concentrated pool of potential ISDA counterparties, or the transactional fees associated with such mechanisms may result in a poorer overall performance for such Advisory Client than if it had not entered into such hedging transactions. These arrangements may also require the posting of cash collateral at a time when the Advisory Client has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, which may reduce the returns generated by the Advisory Client. The general partner of an Advisory Client may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. The successful utilization of hedging and risk management transactions requires skills that are different than the skills used in selecting and monitoring investments. There can be no assurance that any risk management procedure or monitoring in support of seeking optimal execution will be effective in reducing risks associated with the use of hedging techniques or that the use of such techniques by an Advisory Client will not result in poorer overall performance for an Advisory Client than if it had not utilized such techniques. Registration under the U.S. Commodity Exchange Act Managers of certain pooled investment vehicles with exposure in commodity interests may be required to register with the U.S. Commodity Futures Trading Commission (“CFTC”) as

commodity pool operators (“CPOs”) and/or commodity trading advisors (“CTAs”) and become members of the National Futures Association (the “NFA”). In connection with the hedging/risk management (and other) swap activity of Advisory Clients, managers and/or general partners of Advisory Clients generally seek to rely on exemptions from CPO and/or CTA registration available under the rules and regulations of the CFTC (“CFTC Rules”) or CFTC no-action relief, including exemptions available in respect of Advisory Clients with de minimis levels of swap exposure. Subject to limited exceptions, reliance on any such no-action relief or exemption may not be available if a general partner, manager or their respective principals are subject to certain specified covered statutory disqualifications. Consequently, unlike a registered CPO or CTA, exempt CPOs and CTAs are not required to provide prospective investors with respect to such exemptions, offering documents are not required to be, and have not been filed with the CFTC. Neither the CFTC nor the NFA pass upon the merits of participating in a pooled investment vehicle or upon the adequacy or accuracy of any offering documents. Consequently, the CFTC has not reviewed or approved any offering with respect to Advisory Clients with a de minimis level of swap exposure. However, to the extent that (i) such swap activity exceeds such de minimis thresholds, (ii) Advisory Clients, their general partners or CIM otherwise fail to file for an applicable CPO and/or CTA registration exemption or (iii) any applicable CPO/CTA registration exemption changes or is no longer available, CIM, as the investment manager with respect to such Advisory Clients, may be required to register with the CFTC as a CPO and/or CTA or determine to rely on an alternate applicable exemption from registration and, in such event, would operate and/or advise each relevant Advisory Client (as applicable) in a manner designed to comply with applicable requirements of the Commodity Exchange Act, as amended (the “CEA”), which requirements may impose additional obligations and expenses on Advisory Clients or investors therein. Further, Advisory Clients and their respective affiliates, as applicable, may choose to terminate their activities in the derivatives markets and, as a result, CIM may determine to withdraw any related CPO and/or CTA exemptive filings. As a result of their hedging/risk management (and other) swap activity, certain Advisory Clients or related entities also may be subject to a wide range of other regulatory requirements, such as: (i) potential compliance with certain commodities interest position limits or position accountability rules; (ii) administrative requirements, including recordkeeping, confirmation of transactions and reconciliation of trade data; (iii) mandatory central clearing and collateral requirements; and (iv) initial and variation margin requirements for uncleared swap transactions. Furthermore, any determination to cease or to limit holding or investing in interests which may be treated as “commodity interests” in order to comply with the regulations of the CFTC and/or available exemptions may have an adverse effect on an Advisory Client’s ability to implement its investment objectives and to hedge risks associated with its operations. Registration with the CFTC as a CPO or CTA, reliance on an alternative exemption (including in the event that any exemption or no-action relief upon which CIM or an Advisory Client’s general partner is currently relying is modified, rescinded or otherwise no longer available), or any change in an Advisory Client, it’s general partner’s, CIM’s or their respective affiliates’ operations (including, without limitation, any change that would cause CIM or its principals to be subject to certain specified covered statutory disqualifications) necessary to maintain such entities’ ability to rely upon an exemption or other relief from registration as a CPO and/or CTA with respect to an

Advisory Client could adversely affect an Advisory Client’s ability to implement its investment program, conduct its operations and/or achieve its objectives and subject the Advisory Client to certain additional costs, expenses and administrative burdens. Furthermore, any determination by CIM or an Advisory Client’s general partner to cease or to limit holding or investing in interests which may be treated as “commodity interests” under the CEA in order to comply with the CFTC Rules may have a material adverse effect on the Advisory Client’s ability to implement its investment objectives and to hedge risks associated with its operations. Interest Rate Risks Changes in interest rates may adversely affect an Advisory Client’s underlying investments and changes in the general level of interest rates can affect such Advisory Client’s income by affecting the spread between the income on its assets and the expense of its interest-bearing liabilities, as well as, among other things, the value of its interest-earning assets, the capitalization rate at which its assets are valued in the market and its ability to realize gains from the sale of assets. Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the control of the general partner of the Advisory Client or CIM. In light of the current interest rate environment, an Advisory Client’s cost of capital (including any hedging arrangements) are expected to be heightened (which could, among other things, increase the risk of default under certain borrowing arrangements of an Advisory Client and its investments) as compared to the lower interest rate environments which certain funds experienced in prior periods. Any deterioration of the global debt markets, any possible future failures of financial services companies and/or a significant rise in market perception of counterparty default risk, interest rates and/or taxes may adversely affect the Advisory Client’s ability to generate attractive risk-adjusted investment returns. In order to seek to reduce the interest rate risk inherent in an Advisory Client’s underlying investments and capital structure, an Advisory Client may enter into interest rate transactions, including but not limited to, interest rate swaps and caps. Depending on the state of interest rates in general, an Advisory Client’s use of interest rate transactions could enhance or harm the overall performance of the Advisory Client. As of September 30, 2024, the London inter-bank offered rate (“LIBOR”) has permanently ceased. It is uncertain whether or for how long other interbank offered rates (“IBORs”) will continue to be viewed as an acceptable market benchmark, what rate or rates could become accepted alternatives, or what effect any such changes could have on the financial markets for such IBOR-linked financial instruments. The credit facilities of CIM’s Advisory Clients were amended on August 12, 2022 to refer only to alternative near risk-free rates (“RFRs”) and an Advisory Client would expect any portfolio company the Advisory Client invests in to do the same in relation to its own financing arrangements. In the meantime, an Advisory Client may continue to have exposures to both RFRs (such as SOFR and SONIA) and IBORs (such as EURIBOR) either directly through its investments and amounts it borrows under the credit facilities of CIM’s Advisory Clients or indirectly through its investments in portfolio companies.

Investors should be aware that there may be difficulties with transitioning an existing financing arrangement from an IBOR to the applicable RFR or alternative rate. Such difficulties could adversely impact an Advisory Client and therefore its investors. For example, there may be delays or failures in meeting the conditions to amend such a financing arrangement and there may be mismatches if the reference rate cannot be remediated or if a hedge related to such financing arrangement and the financing arrangement itself cannot be transitioned to the same RFR at the same time. The potential impact of wider conceptual and operational differences between IBORs and RFRs would also likely apply to remediation of these contracts in due course. In addition, higher borrowing costs may apply to an Advisory Client’s and/or its portfolio company’s (as applicable) financing arrangements following a transition to any RFRs. Therefore, prospective investors should be aware that the Advisory Client is likely to bear (directly and, through the exposures of its portfolio companies, indirectly) additional costs and expenses in relation to an IBOR discontinuation and the use of RFRs. Pay-to-Play Laws, Regulations and Policies In light of controversies and highly-publicized incidents involving money managers, a number of states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. Carlyle has adopted policies and procedures to account for these pay-to-play laws, regulations or policies, and to comply with the New York Attorney General’s Public Pension Fund Reform Code of Conduct (the “Pension Fund Reform Code”), which governs Carlyle’s interactions with U.S. public pension funds. If CIM, the general partner of an Advisory Client or their associated employees or affiliates fail to comply with the Pension Fund Reform Code or such pay-to-play laws, regulations or policies, such noncompliance could have an adverse effect on an Advisory Client by, for example, providing the basis for the withdrawal of the affected government plan investor. Legal, Tax and Regulatory Risks Legal, tax and regulatory changes, including new interpretations of existing laws and regulations, could occur during the term of a Carlyle-sponsored investment vehicle that may adversely affect such Advisory Client (or term of the applicable investment management agreement in the case of a separately managed account). The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private investment funds may adversely affect the value of investments held by an Advisory Client and the ability of such Advisory Client to effectively employ its investment and trading strategies. Increased scrutiny and newly-proposed legislation applicable to private investment funds and their sponsors may also impose significant administrative burdens on CIM and may divert time and attention from portfolio management activities. For example, the interest payments on the indebtedness used to finance Advisory Client investments have historically been deductible expenses for income tax purposes, subject to

limitations under applicable tax law and policy, and the availability of the deduction of certain interest expenses may be limited. Any change in such tax law or policy to eliminate or substantially limit these income tax deductions, as has been discussed from time to time in various jurisdictions, including the U.S., would reduce the after-tax rates of return on the affected investments, which may have an adverse impact on the financial results of affected Advisory Client investments. In addition, in recent years, the SEC staff’s stated examination priorities and published observations from examinations have included, among other things, private equity firms’ collection of fees and allocation of expenses, reporting requirements to investors, their marketing and valuation practices, allocation of investment opportunities, cybersecurity policies and procedures, artificial intelligence, terms agreed to in side letters and similar arrangements with investors, consistency of firms’ practices with disclosures, handling of material non-public information and insider trading, books and records retention, financial technologies, purported waivers or limitations of fiduciary duties and the existence of, and adherence to, policies and procedures with respect to conflicts of interest. Further, as an SEC-registered investment adviser, CIM is required to comply with a variety of periodic reporting and compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of CIM and its affiliates to make regulatory filings with respect to the Advisory Clients and the activities under the Advisers Act (including, without limitation, Form ADV or Form PF)). Relatedly, Carlyle may be required to provide certain information regarding some of the investors in the Advisory Clients to regulatory agencies and bodies in order to comply with applicable laws and regulations. In light of the heightened regulatory environment in which CIM and the Advisory Clients operate and the regulations applicable to private investment funds and their investment advisors, it has over time become increasingly expensive and time-consuming for CIM and its affiliates and the Advisory Clients to comply with such regulatory reporting and compliance-related obligations. For example, Form PF requires investment advisers to report financial and other information regarding Advisory Clients and their investments. Further changes to any required regulatory reporting with respect to Advisory Clients could increase the costs and expenses associated therewith. In January 2024, the U.S. Corporate Transparency Act and its beneficial ownership information reporting requirements (collectively, the “CTA”) became effective, requiring certain legal entities to report beneficial ownership information to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). On March 21, 2025, FinCEN issued an interim final rule (the “IFR”) which was published in the Federal Register on March 26, 2025. The IFR reduces the scope of the CTA’s reporting requirements to apply only to foreign entities registered to do business in a U.S. state or territory. This narrowing may not be permanent, and further rulemaking now or in future administrations could re-impose the more expansive requirements of the prior rule. Further, the CTA or any other similar rules, including those imposed by non-U.S. regulators, U.S. states or other authorities, may impose increased compliance costs, regulatory obligations and reporting burdens on Carlyle, Advisory Clients or portfolio companies. As another example, FinCEN issued a final rule requiring certain investment advisers, including registered investment advisers, to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”) program and file certain reports, such as

suspicious activity reports, with FinCEN and to maintain additional records related to such activities (the “IA AML Rule”). Although the implementation of the IA AML Rule has been delayed until January 1, 2028 (and scope is being revisited), such rule could impose similar burdens on CIM. These types of AML/CFT rules, if and when they become effective, may impose substantial regulatory obligations related to AML/CFT on Carlyle’s investment advisory business, and may result in increased compliance costs and expenses borne by Advisory Clients. There is also increased political attention at the state and national level on home ownership and housing affordability. In this regard, the U.S. government, and the governments of several U.S. states, are evaluating, implementing and/or have implemented measures to regulate institutional and corporate investment in and ownership of residential property and it is expected that other similar actions may be taken by the states or other levels of government and that additional federal level actions could be taken in this regard (collectively, “Residential Ownership Laws”). For example, on January 20, 2026, the U.S. President issued Executive Order 14376, which sets forth a policy that large institutional investors not buy single-family homes that could otherwise be purchased by families, and directs or requests various administrative, rulemaking, and legislative processes be initiated to effectuate such policy. These Residential Ownership Laws could have a negative impact on an Advisory Client’s ability to execute its investment strategy and achieve its objective, including with respect to certain categories of residential property or within certain U.S. states implementing such laws. Any current or future proposed rulemakings or rule amendments by the SEC (“SEC Proposals”), if adopted, may result in material alterations to how Carlyle operates its business, as well as Carlyle’s implementation of the Advisory Client’s investment strategy, and there can be no assurance that such alterations will not have a material adverse effect on Carlyle, CIM and its affiliates, its Advisory Clients and Advisory Clients’ general partners, investments and/or investors. In particular, any SEC Proposals, including with modifications, could have a significant effect on registered investment advisers, including those to private funds, registered investment companies or business development companies, such as CIM, and their operations, including increasing compliance burdens and associated regulatory costs; increasing litigation risk; reducing the ability to receive expense or indemnification reimbursements; increasing the risk of regulatory action, fines, penalties, or public regulatory sanctions; increasing the cost and availability of reporting; and reducing the availability of service providers and counterparties and/or increasing the costs associated with obtaining and maintaining relationships with service providers and counterparties for Carlyle and its Advisory Clients. Such changes may also result in modifications to Carlyle’s practices and risk appetite in respect of Carlyle’s investment programs and other operations, which for example, could negatively impact decision-making and fund performance due to changes in indemnification standards. In addition, increased disclosure obligations would be likely to result in Advisory Clients incurring higher costs if such new disclosure obligations required Advisory Clients to spend more time, hire additional personnel, or buy new technology to comply effectively. To the extent permitted under the governing documents of an Advisory Client and applicable regulation, the incremental costs of compliance by Carlyle, the general partner of such Advisory Client and/or such Advisory Client with any new SEC Proposals, may be borne by the Advisory Client, which may be significant. These changes and any further increases in the regulations applicable to private investment funds

generally, or an Advisory Client and/or CIM in particular, only some of which are described herein, are expected to result in increased expenses, which in certain cases can be expected to be material, and are expected to require CIM and its affiliates to devote additional resources to fulfilling such regulatory reporting and compliance-related obligations, which may reduce overall returns for such Advisory Client’s investors and/or have an adverse effect on the ability of such Advisory Client to effectively achieve its investment objective. In addition, existing rules and future rule changes could increase Carlyle’s risk of exposure to additional regulatory scrutiny, litigation, censure and penalties for noncompliance or perceived noncompliance, which in turn would be expected to adversely (potentially materially) affect Carlyle and Carlyle’s reputation and to negatively impact Carlyle’s ability to conduct business. For example, in May 2024, the SEC adopted changes to Regulation S-P (which took effect in December 2025), requiring certain financial institutions, including registered investment advisers, to maintain and adopt procedures in order to detect, respond and recover from unauthorized use of customer information, including a focus on responsibility for cybersecurity oversight of service providers. This oversight of service providers could further increase compliance costs, and subject Carlyle, its Advisory Clients, portfolio companies, or service providers to enforcement risk and reputational damage. The SEC’s regulatory and examination priorities under new leadership and under the Trump administration remain uncertain. The SEC could also propose and/or adopt, new and amended rules that would apply to market participants that Carlyle regularly interacts with, including with respect to broker-dealers’ execution of trades and clearance and settlement of trades. These rules could affect Carlyle’s business by making it more costly financially or otherwise burdensome for Carlyle to engage in certain business transactions. The current regulatory environment in the U.S. may be impacted by past and future presidential and other elections, as well as other legislative developments. The nature, timing and economic effects of potential future changes to the current legal and regulatory framework affecting financial institutions under the Trump administration remains highly uncertain. The full scope of the government’s executive, legislative and regulatory agenda is not yet fully known, though changes in U.S. policy resulting from the new administration could result in a number of changes to U.S. and non-U.S. economic, national security, fiscal, tax and other policies, as well as the global financial markets generally. Any significant changes in, among other things, economic policy (including with respect to interest rates, foreign trade and regulatory changes leading to greater availability of bank debt), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs could have a material adverse impact on an Advisory Client and its investments. The ultimate impact of the foregoing on an Advisory Client, its business and investments, or the private equity industry generally cannot be predicted, and any prolonged uncertainty could also have an adverse impact on an Advisory Client. and its investment objectives. Future changes may adversely affect an Advisory Client’s operating environment and therefore such Advisory Client’s business, operating costs, financial condition and results of operations. Further, an extended federal government shutdown resulting from failing to pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions limiting or delaying deferral government spending, may negatively impact

U.S. or global economic conditions, including corporate and consumer spending, and liquidity of capital markets. CFIUS and Similar Non-U.S. Regulatory Regimes Current laws and regulations in various jurisdictions give heads of state and regulatory bodies the authority to block or impose conditions with respect to acquisitions of, and investments in, local entities by foreign persons if that acquisition or investment threatens to impair national or economic security or is otherwise deemed undesirable. In addition, many jurisdictions restrict foreign investment by taking steps including but not limited to placing limitations on foreign investment, implementing investment screening or approval mechanisms, and restricting the employment of foreigners as key personnel. In addition, a number of U.S. states are passing and implementing state laws prohibiting or otherwise restricting the acquisition of interests in real property located in the state by foreign persons (“Foreign Ownership Laws”). In some cases, an Advisory Client’s investments involving a U.S. business (including a U.S. branch or subsidiary of a company domiciled outside of the United States) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). In the event that CFIUS or any non-U.S. equivalent thereof reviews one or more investments or in the event that Foreign Ownership Laws or the outbound investment screening regime that is intended to regulate investment by U.S. persons into a “country of concern” relating to certain advanced technology sectors apply to a particular investment, there can be no assurance that an Advisory Client will be able to maintain or proceed with such investments on terms that are acceptable to such Advisory Client. CFIUS may recommend that the U.S. President block such transactions, or CFIUS may impose conditions on such transactions, certain of which may materially and adversely affect an Advisory Client’s ability to execute its investment strategy. Additionally, CFIUS or any non-U.S. equivalent thereof may seek to impose limitations on one or more such investments that may prevent an Advisory Client from maintaining or pursuing investment opportunities that an Advisory Client otherwise would have maintained or pursued which could adversely affect the performance of an Advisory Client’s investment in such portfolio investments and thus the performance of an Advisory Client. In particular, CFIUS is empowered to scrutinize a variety of transactions including investments in U.S. “critical infrastructure,” “critical technology,” and “sensitive personal data” companies, including investments involving foreign limited partners that may be deemed “non-passive.” This could impact the ability of non-U.S. limited partners to participate in an Advisory Client’s investments, which may impair an Advisory Client’s ability to execute its investment strategy. The outcome of CFIUS’s and other foreign direct investment processes may be difficult to predict, and there is no guarantee that, if applicable to a portfolio entity, the decisions of CFIUS would not adversely impact an Advisory Client’s investment in such entity. An Advisory Client’s governing documents may contain certain provisions that may require certain investors to be excluded from participating in an investment, for example where their participation is at risk of jeopardizing an Advisory Client’s ability to successfully acquire, hold, operate, sell, transfer, exchange, pledge or dispose of a prospective portfolio investment in light of legal, regulatory or other similar considerations.

In response to mounting national security concerns regarding foreign ownership of U.S. land, several U.S. states have enacted or proposed Foreign Ownership Laws in an effort to limit foreign ownership of real property. These Foreign Ownership Laws may impact the ability of non-U.S. limited partners to participate in an Advisory Client’s investments, which may impair an Advisory Client’s ability to execute its investment strategy. Across the United States, additional proposals to limit foreign ownership of real property are currently working their way through the legislative process, and many such proposals may become law in the near future. These laws could limit an Advisory Client’s ability to invest in certain entities or impose burdensome notification requirements, operational restrictions, or delays in pursuing and consummating transactions. The effect of such laws could also result in an Advisory Client excluding (in whole or in part) the participation of certain limited partners from certain transactions. As a result, other limited partners may be required to provide additional capital to make the investment and would have a larger pro rata share than if all the limited partners had participated. An Advisory Client’s investments outside of the United States may also face delays, limitations, or restrictions as a result of notifications made under and/or compliance with these legal regimes and rapidly-changing agency practices. Other countries continue to establish and/or strengthen their own national security investment clearance regimes, including in response to U.S. encouragement of other countries to impose CFIUS-like regulations on foreign investment in certain sectors and assets on national security grounds. These regulatory regimes could have a corresponding effect of limiting an Advisory Client’s ability to make investments in such countries. Jurisdictions in which an Advisory Client invests may establish further restrictions and increase risk by enhancing governments’ powers to scrutinize, impose conditions on, and potentially block mergers, acquisitions, and other transactions. These requirements and the disclosure process may delay or otherwise impact an Advisory Client’s acceptance and drawdown of capital commitments from certain investors and approval of transfers by or to certain investors. Delays in an Advisory Client’s ability to accept or draw down capital commitments may adversely impact the ability of an Advisory Client to make investments in these countries and the timing of such investments. The foregoing requirements may also result in circumstances in which an Advisory Client determines not to pursue certain potential investment opportunities in these countries. Heightened scrutiny of foreign direct investment worldwide may also make it more difficult for an Advisory Client to identify suitable buyers for investments upon exit and may constrain the universe of exit opportunities for an investment in an issuer. As a result of such regimes, an Advisory Client may incur significant delays and costs, be altogether prohibited from making a particular investment, or impede or restrict syndication or sale of Advisory Client assets to certain buyers, all of which could adversely affect such Advisory Client’s ability to meet its investment objectives. Regulatory Approvals Government entities may exercise their discretion to change or increase regulation of a portfolio company’s operations, or to implement laws, regulations or policies affecting the portfolio company’s operations, separate from any contractual rights they may have, in a manner that causes delays or adversely affects the operation of the business of such portfolio companies and/or the applicable Advisory Client’s ability to effectively achieve its investment objectives. A portfolio

company (or project) also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations, including, for example, the possible imposition or increase of taxes on income earned by a portfolio company or gains recognized by an Advisory Client on its investment in such portfolio company that could impact a portfolio company’s business as well as such Advisory Client’s return on investment with respect to such portfolio company. These same factors may limit the ability of such Advisory Client to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy such Advisory Client intends to pursue, all of which could adversely affect such Advisory Client’s ability to fulfill its investment objectives. There can be no assurance that a portfolio company will be able to: (i) obtain all required regulatory approvals that it does not yet have or that it may require in the future; (ii) obtain any necessary modifications to existing regulatory approvals; or (iii) maintain required regulatory approvals. Cybersecurity Breaches, Identity Theft, Privacy Breaches and Other Threats Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. There has been an increase in the frequency and sophistication of the cyber and security threats that CIM faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target CIM because it processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Advisory Clients and personal information regarding investors, employees, and portfolio companies. For example, related to the Russia-Ukraine war, Russia has threatened significant cyber-attacks and other forms of cyberwarfare against military and civilian targets globally. Similarly, service providers of CIM or an Advisory Client, especially an administrator, may process, store and transmit such information. As a result, CIM may face a heightened risk of a security breach, online extortion attempt, or disruption with respect to this information resulting from an attack by computer hackers, foreign governments, cyber extortionists or cyber terrorists. If successful, these types of attacks on the Carlyle network or other systems could have a material adverse effect on our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in our business and damage to Carlyle’s reputation. Carlyle suppliers, contractors, investors, and other third parties with whom Carlyle does business also experience cyber threats and attacks that are similar in frequency and sophistication. In many cases, Carlyle and CIM have to rely on the controls and safeguards put in place by their suppliers, contractors, investors and other third parties to defend against, respond to, and report these attacks. Because employees and contractors may introduce vulnerabilities in systems by user error or if they are the target of “phishing,” social engineering or other attacks through the firm’s systems (including email), Carlyle has implemented a security awareness training program. The objective of this program is to inform Carlyle personnel of their responsibility for information security and includes quarterly online training, live awareness events and phishing simulations.

Carlyle’s, its Advisory Clients’ and its portfolio companies’ information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, security threats (including ongoing cybersecurity threats to and attacks on our information technology infrastructure), infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, typhoons, earthquakes, wars, systemic risk associated with cyber-kinetic warfare, terrorist attacks, catastrophic nation-state hacks and other similar events. Measures designed to manage risks relating to these types of events cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service or sabotage systems change frequently and may be difficult to detect for long periods of time. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, an Advisory Client and/or a portfolio company and/or issuer may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Carlyle’s, its Advisory Client’s and/or a portfolio company’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors), employees, and portfolio companies. A cybersecurity incident or data privacy breach could have numerous material adverse effects, including on the operations, liquidity and financial condition of an Advisory Client. Cyber threats and/or incidents or data privacy breaches could cause financial costs from the theft of Advisory Client assets (including proprietary information and intellectual property) as well as numerous unforeseen costs including, but not limited to: costs related to regulatory intervention or fines (including under the European General Data Protection Regulation (the “GDPR”), the European Digital and Operational Resilience Act (“DORA”) and similar SEC rules (proposed and adopted, including Regulation S-P)), litigation costs, costs relating to regulatory inquiries, interventions or fines, settlement costs, of responding to regulatory inquiries, compliance costs, preventative and protective costs, remediation costs and costs associated with reputational damage, any one of which could be materially adverse to an Advisory Client. Such a failure could harm Carlyle’s, applicable Advisory Client’s and/or a portfolio company’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and performance. The costs related to cyber or other security threats or disruptions or data privacy breaches may not be fully insured or indemnified by other means. Please see the “Data Protection, Cybersecurity and Digital Regulation” disclosures below. The service providers of Carlyle and its Advisory Clients are subject to similar electronic information security threats as Carlyle. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of any Advisory Client and personal information of the investors (and beneficial owners thereof) may be lost or improperly accessed, used or disclosed. Social Media and Publicity Risk The use of social networks, message boards, internet channels and other platforms has become widespread within the U.S. and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding Carlyle and its affiliates, CIM,

one or more Advisory Clients, portfolio companies and/or Advisory Clients’ investors could have a material and adverse effect on the value of an investment and such Advisory Clients. Future Investment Techniques and Instruments An Advisory Client may employ investment techniques and invest in other instruments that such Advisory Client’s general partner (or other similar managing fiduciary) believes will help achieve the Advisory Client’s investment objective. Although such investment techniques or instruments are required not to violate specific investment restrictions or limitations for the Advisory Client, such investment techniques and instruments may not be specifically described in such Advisory Client’s governing documents or offering materials. Such investments may also entail risks not described herein or in such Advisory Client’s governing documents or offering materials. New investment strategies and techniques (which may include reliance on alternative data sources, artificial intelligence or machine learning) are unlikely to be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings, and could fail to perform as anticipated for reasons within or outside of Carlyle’s control, which could result in unsuccessful investments and, ultimately, losses to an Advisory Client. In addition, any new investment strategy or technique developed by an Advisory Client may be more speculative than earlier investment strategies and techniques that have been used or may be used, and may involve material and asyet-unanticipated risks that could increase the risk of an investment an Advisory Client. Artificial Intelligence Technologies The use of AI Technologies and the overall adoption thereof throughout society, and internallydeveloped data analysis tools that rely on such artificial intelligence and machine learning technologies, create opportunities for Carlyle, Advisory Clients, investment vehicles and accounts and portfolio companies, as well as new and unpredictable competitive, operational, legal and regulatory risks. Carlyle uses and is expected to expand its use of AI Technologies in connection with its business and investment activities and selections, and portfolio companies, service providers and investments are using such technologies and are expected to expand their use of these AI Technologies, including but not limited to potential automation of certain operational tasks, as well as automation of certain aspects of investment-related tasks, including identification of investment opportunities, investment due diligence and investment decision-making. Actual usage of such AI Technologies will vary across its business, funds and portfolio companies and investments and while Carlyle has adopted and expects to adjust usage policies and procedures governing the use of AI Technologies by its personnel, risks remain including failure of such AI Technologies to be available or to perform, the misuse of such AI Technologies or data leakage on account of use of such AI Technologies, any of which could cause a material harm to Carlyle, Advisory Clients or their portfolio companies. To this end, an Advisory Client will pay and bear a portion of fees, costs and expenses for obtaining, developing and maintaining such technology in connection with such AI Technologies, including information management systems and technology (including the costs of any professional service providers, subscriptions and related software/hardware, including software for monitoring risk, compliance and the overall portfolio), services relating to account maintenance, calculating net asset values, processing subscriptions and redemptions, auditing, research, market data, investor communications/ in respect of an Advisory Client (including electronic subscription materials) and/or technology (including costs and

expenses of employees, consultants, third-party service providers and related software/hardware/SaaS, and server infrastructure and hosting), data providers (including related systems and services from such data providers and data management software) and costs of related information management systems and technologies, including development of such systems (whether maintained at Carlyle or otherwise). See also “Common Types of Expenses” in Item 5 above. Further, AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, but it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate. Therefore, it is possible that the data in such models will contain a degree of inaccuracy and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be inadequate or flawed, which would likely degrade the effectiveness of AI Technologies and could adversely impact Carlyle, Advisory Clients or their portfolio companies and investments to the extent they rely on AI Technologies. Carlyle expects to be involved in the collection of such data only in the context of limited custom development of tools supporting bespoke AI product developments, but these tools may contain and produce inaccurate information from time to time that may be difficult to identify and mitigate. In this respect, reliance on AI-generated data or analysis that contains “hallucinations” or errors could lead to flawed investment decisions or regulatory reporting inaccuracies. The growing sophistication and availability of AI Technologies has materially enhanced the capabilities of malicious actors, including through AI-generated phishing campaigns, synthetic identity fraud, deepfake impersonation of authorized personnel and automated exploitation of software vulnerabilities, each of which poses heightened risks to Carlyle’s information systems and to the confidential information of Advisory Clients, investors and portfolio companies. The volume and reliance on data and algorithms also make AI Technologies, and in turn Carlyle, Advisory Clients and their portfolio companies and investments more susceptible to cybersecurity threats. In addition, Carlyle, Advisory Clients and their portfolio companies and investments could be exposed to risks to the extent they, their third-party service providers or any counterparties use AI Technologies in their business activities. Carlyle will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services utilizing AI Technologies are provided. There is no guarantee that these or other AI Technologies utilized or developed by operating partners or service providers will not present similar or related risks in the future or that Carlyle will always be aware of, or able to direct, the use of such technologies or other practices by its service providers. Prospective investors should note that the Advisory Clients and their investments could experience directly or indirectly negative impacts or otherwise be subject to or implicated by litigation or investigations involving any possible violation of laws related to use of these technologies by operating partners or service providers. Moreover, use of AI Technologies by any of the parties described in the previous paragraphs may include the input of sensitive personal information, trade secrets and other protected data by both Carlyle and third parties, and could result in the exposure of such information, for example, by becoming part of a dataset that is accessible by AI Technologies applications and users. While Carlyle has adopted policies and procedures governing the use of AI Technologies by its personnel, and may restrict certain uses of third-party and open-source AI Technologies in a manner it determines appropriate under the circumstances, Carlyle’s employees, consultants and advisors, as well as Clients’ portfolio companies, may use such tools in connection with their work. The use

of third-party and open-source AI Technologies by such persons poses risks relating to the protection of Carlyle’s and portfolio companies’ proprietary and confidential information, including the potential exposure of such information to unauthorized recipients through AI model training datasets or otherwise, the misuse of CIM’s or third-party intellectual property, and the generation of inaccurate, misleading or incomplete outputs. Any such exposure or misuse could adversely affect Carlyle, an Advisory Client or its portfolio companies. For example, AI Technology use may result in the loss of various privilege protections, or AI Technologies may be used improperly or in a manner that contaminates Carlyle’s proprietary methodologies or renders them unable to qualify for patent or trade secret protection. Data sources such as those Carlyle licenses and those Carlyle obtains via its business operations may become unavailable and limit Carlyle’s ability to establish or maintain AI Technologies, or data sources may seek to enjoin Carlyle’s use or receive a portion of related revenue, which would result in losses and limit the growth of Carlyle, CIM’s Advisory Clients and their portfolio companies and investments. For example, Carlyle may use and market our use of AI Technologies in a manner that changes over time due to model error rates, staffing issues, compute limitations, or other developments that make prior marketing of Carlyle’s use of AI Technologies inaccurate, and given the speed of these changes, not inform investors of these changes before they go into effect. The use of AI Technologies, including potential inadvertent disclosure of confidential Carlyle information, could also lead to legal and regulatory investigations and enforcement actions. The use of AI Technologies could result in claims by third parties of infringement, misappropriation or other violations of intellectual property, including based on the use of large datasets to train AI Technologies, or the use of output generated by AI Technologies, in either case which may contain or be substantially similar to third-party material protected by intellectual property, including patents, copyrights or trademarks. In addition, AI Technologies may be competitive with the business of an Advisory Client’s portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly as the capabilities of AI Technologies improve). Additionally, where portfolio companies provide products or services that incorporate, facilitate, rely on or otherwise relate to AI Technologies, technological developments in AI Technologies may also decrease demand for those products or services. Accordingly, the increased adoption and use of AI Technologies may have an adverse effect on portfolio companies or their respective businesses. AI Technologies and their current and potential future applications including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto. For example, if Carlyle were to share or license AI Technologies, including ones that include some degree of internal development, with investors, issuers, portfolio companies, or other third parties, such activity could introduce a number of additional risks to Carlyle, Advisory Clients, their issuers/portfolio companies and investments, or other users of such AI Technologies. Regulations related to AI Technologies may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on organizations connected to Carlyle, CIM’s Advisory Clients and their portfolio companies and investments. Carlyle could be subject to additional regulatory scrutiny in light of statements made regarding its use of and

reliance on AI Technologies. As another example, the EU has introduced a new regulation applicable to certain AI Technologies and the data used to train, test and deploy them (the “EU AI Act”). The EU AI Act entered into force on August 1, 2024, and its requirements started becoming effective on a staggered basis, beginning February 2, 2025. The EU AI Act imposes a range of obligations on developers, importers, distributors and deployers of AI systems, and it establishes a risk-based governance framework which categorizes AI Technologies based on the risks associated with their intended purposes (e.g., “unacceptable” or “high” risk). Use of AI Technologies that pose “unacceptable” risk are prohibited outright and in due course material requirements are due to be imposed on both the providers and deployers of AI Technologies posing a “high” risk. The EU AI Act also sets out significant penalties for non-compliance, including fines of up to 7% of total annual worldwide turnover or 35 million euros (whichever is higher) for the most serious breaches. In November 2025, the European Commission published its Digital Omnibus Package designed to streamline the EU’s digital regulatory framework, including targeted amendments to the EU AI Act. The ultimate scope and timing of any such amendments remain uncertain, and there can be no assurance that future changes will reduce, rather than increase, the obligations applicable to CIM, an Advisory Client or its portfolio companies. Preparing for and complying with the EU AI Act and other regulations related to AI Technologies could involve material compliance costs and/or adversely affect the operations or performance of Carlyle, CIM’s Advisory Clients and their portfolio companies and investments. In addition to the EU AI Act, U.S. federal regulators and a growing number of states have intensified their focus on the use of AI Technologies in financial services. The SEC has identified AI as an examination priority, and the FTC and CFPB have each signaled that existing consumer protection and fair lending obligations apply fully to AI-driven decision-making processes. At the state level, Colorado’s Artificial Intelligence Act was the first comprehensive U.S. state AI law, effective February 1, 2026. It imposes risk management, impact assessment and transparency obligations on deployers of “high-risk AI systems” that make or substantially factor into consequential decisions in financial services and other regulated domains, and Texas, California and a significant number of other states are advancing comparable legislation, which are at varying stages of the legislative process. Beyond the United States and the European Union, governments and regulatory authorities across major jurisdictions in which CIM, Advisory Clients and their portfolio companies operate are actively developing and implementing AI-specific regulatory frameworks. The United Kingdom has adopted a principles-based approach administered through existing sectoral regulators while standalone regulation remains pending. This includes the FCA, which has issued guidance on AI use in regulated financial services. China has enacted a series of targeted AI regulations governing algorithmic systems and generative AI services that impose registration, transparency and data governance obligations on providers and deployers operating in or directing services into China. Canada, Singapore, Japan, Australia and a number of other jurisdictions are also at varying stages of developing binding AI governance requirements, and the UAE has introduced AI-specific governance frameworks. The pace and breadth of global regulatory activity impacting AI Technologies, combined with the extraterritorial reach of certain frameworks, creates a complex and fragmented compliance environment. Ongoing and future regulatory actions in the EU, UK, United States and other

jurisdictions with respect to AI Technologies may materially alter the ability of CIM, an Advisory Client or its portfolio companies to utilize AI Technologies in their current manner and could have an adverse impact on operations and investment returns. Further, to comply with these regulations CIM, Advisory Clients and their portfolio companies will need to consider if they are required to implement material changes to AI governance practices, conduct ongoing impact assessments and incur additional compliance costs, any of which could adversely affect the operations and financial performance of CIM, an Advisory Client or its portfolio companies. Expedited Investment Decisions; Opportunistic Investments Investment analyses and decisions by an Advisory Client general partner may be required to be undertaken on an expedited basis to take advantage of investment opportunities. While an Advisory Client will generally not seek to make an investment until its general partner has conducted sufficient due diligence to make a determination as to the potential risks of the investment and the underlying portfolio company, in such cases, the information available to such general partner at the time of making an investment decision may be limited. Therefore, no assurance can be given that such general partner will have knowledge of all circumstances that may adversely affect an investment and an Advisory Client may make (or not make) investments that it would not have otherwise made if additional information or diligence had been available (or undertaken). In addition, such general partner will from time to time involve independent consultants in connection with its evaluation and/or diligence of certain proposed portfolio companies. No assurance can be given as to the accuracy or completeness of the information provided by such independent consultants and the Advisory Client may incur liability as a result of such consultants’ actions. Non-U.S. Investments With any investment outside the United States, there exists the risk of adverse political developments, including nationalization, confiscation without fair compensation or war. For an Advisory Client that invests in a non-U.S. country, investments involve certain risks not typically associated with investing in companies that are organized, headquartered and principally operating in the United States, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which such Advisory Client’s non-U.S. investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between the U.S. and non-U.S. securities and credit markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less governmental supervision and regulation in some countries; (v) certain economic, social and political risks, including potential exchange-control regulations and restrictions on non-U.S. investments and repatriation of profits on investments or capital invested, the risks associated with war, terrorist attacks, political, economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation and adverse economic and political developments; (vi) the possible imposition of non-U.S. taxes or withholding on income and gains recognized with respect to such securities or instruments; (vii)

changes in laws or clarifications to existing laws that could impact tax treaty positions, which could adversely impact the returns on an Advisory Client’s investments (viii) differing, and potentially less well-developed or well-tested laws regarding creditor’s rights (including the rights of secured parties), corporate governance, fiduciary duties and the protection of investors and intellectual property rights; (ix) a less developed legal or regulatory environment and/or differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (x) heightened exposure to corruption risk and/or economic sanction risk in certain non-U.S. markets; (xi) political hostility to investments by foreign or private equity investors; (xii) reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; (xiii) more volatile or challenging market conditions, including higher rates of inflation; (xiv) higher transaction costs; (xv) difficulty in enforcing contractual obligations; and (xvi) fewer investor protections and less publicly available information. Accounting, auditing, financial and other reporting standards, practices and disclosure requirements in certain of the countries in which an Advisory Client may invest are not equivalent to those in the United States and certain Western European countries and may differ in fundamental ways. Accordingly, information available to an Advisory Client, including both general economic and commercial information and information concerning specific enterprises or assets, may be less reliable and less detailed than information available in more economically sophisticated countries and less information may be available to investors. As a result, an Advisory Client’s due diligence activities may provide less information than due diligence reviews conducted in more developed countries. The lower standards of due diligence in certain countries will increase the risk related to the investments in these countries. While an Advisory Client will endeavor to conduct appropriate due diligence in connection with each of its investments, no guarantee can be given that they will obtain the information or assurances that an investor in a more sophisticated economy would obtain before proceeding with an investment. An Advisory Client’s investments outside of the United States may also face delays, limitations, or restrictions as a result of notifications made under and/or compliance with foreign legal regimes and rapidly-changing agency practices. Other countries continue to establish and/or strengthen their own national security investment clearance regimes, including in response to U.S. encouragement of other countries to impose CFIUS-like regulations on foreign investment in certain sectors and assets on national security grounds, which could have a corresponding effect of limiting an Advisory Client’s ability to make investments in such countries. As a result of such regimes, an Advisory Client may incur significant delays and costs or be altogether prohibited from making a particular investment, all of which could adversely affect such Advisory Client’s ability to meet its investment objectives. The application such regimes may also lead to higher amounts of, or longer durations of, borrowings by an Advisory Client. Heightened scrutiny of foreign direct investment worldwide may also make it more difficult for an Advisory Client to identify suitable buyers for its investments upon exit and may constrain the universe of exit opportunities for its investment in a portfolio company. As a result, the above laws may prevent, delay, impede or restrict syndication or sale of an Advisory Client’s assets to certain buyers. Please see the “CFIUS and Similar Non-U.S. Regulatory Regimes” disclosure above. The U.S. Department of the Treasury’s Outbound Investment Security Program (the “Outbound Investment Security Program”), which became effective on January 2, 2025, provides for a

targeted national security regulatory framework directed at regulating outbound investment from the United States into entities from the People’s Republic of China, Hong Kong, and Macau engaged in the semiconductors and microelectronics, quantum information technologies, and artificial intelligence sectors. Codified at 31 C.F.R. § 850.101 et seq, the Outbound Investment Security Program imposes notification requirements and prohibitions for certain categories of transactions involving such entities. The Outbound Investment Security Program will result in legal obligations and reporting requirements relating to new investments in such entities and could negatively impact an Advisory Client’s operations or its ability to make and exit investments, including without limitation by (i) limiting the scope of its investment activities, and (ii) limiting its ability to exit certain investments or the range of exit opportunities. Furthermore, given the program’s infancy and its evolving interpretation and implementation, it is unclear how it, and any related future regulations, will be interpreted, amended, and implemented by the U.S. government. The scope of the Outbound Investment Security Program is subject to change, and it is possible that legislation and/or regulations could expand the list of regulated technologies, the list of implicated countries, or the types of transactions that are prohibited or require notification; such changes could impact Carlyle’s ability to participate in transactions—either as buyer or seller—or otherwise affect Carlyle’s investment strategies. In addition, an Advisory Client’s investments in emerging markets may be subject to a greater risk of loss than investments in more developed and traditional markets (such as the United States and Europe). Emerging markets are more likely to experience inflation, currency and liquidity risks, geopolitical turmoil, policy changes and rapid changes in economic conditions than more developed and traditional markets. Emerging markets often have less uniformity in accounting and reporting requirements, unreliable securities valuation and greater risk associated with custody of securities. Predictions about general economic and market conditions are uncertain and the impact of such factors will be larger or smaller depending on the types of investments and the markets in which they trade. Finally, investments in portfolio companies that are based outside of the U.S. may be negatively impacted by restrictions on international trade or the imposition of tariffs (and any resulting reciprocal tariffs) which have been an area of focus for the current U.S. administration. Please see the “Trade and Other Governmental Policy” disclosure herein. Political Activities A portfolio company of an Advisory Client may, in the ordinary course of its business, make political contributions to elected officials, candidates for elected office or political organizations, hire lobbyists or engage in other permissible political activities in the U.S. and/or non-U.S. jurisdictions with the intent of furthering its business interests or otherwise. Portfolio companies are generally not considered affiliates of Carlyle (and in some cases are not controlled by Carlyle), and joint venture partners generally are not considered affiliates of Carlyle and therefore such activities are not subject to relevant policies of Carlyle and may be undertaken by a portfolio company without the knowledge or direction of Carlyle. In other circumstances, there may be initiatives where such activities are coordinated by Carlyle for the benefit of certain portfolio companies. The interests advanced by a portfolio company through such activities may, in certain circumstances, not align with or be adverse to the interests of other portfolio companies, the Advisory Client and/or its investors. The costs of such activities may be allocated among those portfolio companies (and borne indirectly by the investors). While the costs of such activities will

typically be borne by the portfolio companies undertaking such activities, such activities may also directly or indirectly benefit other portfolio companies, Advisory Clients, advisory clients, and/or Carlyle. There can be no assurance that any such activities will be successful in advancing the interests of a portfolio company or otherwise benefit such portfolio company or the Advisory Client. Social Unrest Events concerning discrimination, race relations and inequality previously led to protests, demonstrations, marches and other forms of political and social activism on a local, regional, national and international level as well as rioting in some instances. Such activism, which has ranged from peaceful to in some instances, violent, has resulted in curfews, the deployment of the national guard and other local and national interference, and could lead to increased political and social volatility and uncertainty. While the overall effect of such activism remains unknown, this type of volatility and uncertainty could materially and adversely impact the securities and other assets in which the Advisory Client invests. Risks from Operations of Other Portfolio Companies It is possible that the activities of one portfolio company may have adverse consequences on one or more other portfolio companies or Advisory Clients, even in cases where the portfolio companies are held by different Carlyle-sponsored investment vehicles and have no other connection to each other. In particular, the laws and regulations governing the limited liability of such companies vary from jurisdiction to jurisdiction, and in certain contexts (including, by way of example only, bankruptcy, environmental liabilities, consumer protection or pension / labor law matters) the laws of certain jurisdictions may provide not only for carve-outs from limited liability protection for the portfolio company that has incurred the liabilities, but also for recourse to assets of other entities under common control with, or that are part of the same economic group as, such company. For example, if one of Carlyle’s investments is subject to bankruptcy or insolvency proceedings in a jurisdiction and is found to have liabilities under the local consumer protection laws, the laws of that jurisdiction may permit authorities or creditors to file a lien on, or to otherwise have recourse to, assets held by other Carlyle portfolio companies in that jurisdiction. A Carlyle portfolio company may be subject to law or regulation that limits the operations of its affiliates, which may be construed to include any Advisory Client and its portfolio companies. For example, the acquisition of or operations of a Carlyle portfolio company may require an Advisory Client or its portfolio company to divest certain assets or businesses or to cease servicing certain clients (particularly government clients). There can be no assurance that any Advisory Client will not be adversely affected as a result of the foregoing risks. Industry-Specific Investments For an Advisory Client that invests in a particular industry, investments involve certain additional material risks. For example, the communications and technology industries, are heavily regulated. Other more highly regulated industries may include energy, power, natural resources, healthcare, life sciences, financial services (including banking and mortgage servicing), insurance and also businesses that primarily serve customers that are governmental entities, including in the defense

industry. In particular, financial services institutions 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. 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. Monetary policies have had, and will continue to have, significant effects on the operations and results of financial services institutions. In addition, the financial services industry is highly dependent on communication and information systems and is exposed to many types of operational risks. Furthermore, financial services institutions 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. Investments in Debt An Advisory Client may invest in certain permitted debt investments as provided under its governing documents, which can create various risks for the Advisory Client. For example, debt investments typically do not provide the holders with any governance rights, and so the Advisory Client’s ability to influence the success of such investment may be significantly limited. To the extent an Advisory Client makes debt investments, the debt securities may include secured or unsecured debt, which would be subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured and the ability of such Advisory Client to influence a portfolio entity’s affairs is likely to be substantially less than that of senior creditors, which exacerbates the risk that the value of the permitted debt investment will be impaired if the portfolio company does not perform. In addition, the debt securities in which an Advisory Client may invest may not be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity, and may not be rated by a credit rating agency. Debt securities are also subject to other creditor risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligations and (iii) environmental liabilities that may arise with respect to collateral securing the obligations. An Advisory Client’s investments may be subject to early redemption features, refinancing options, pre-payment options, or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by such Advisory Client earlier than expected and the Advisory Client failing to achieve its target returns with regards to such investment. In addition, depending on fluctuations of the equity markets and other factors, warrants and other equity securities may become worthless. In addition, the market for selling debt may not be as liquid as the market for selling equity securities, which may impair the ability of the Advisory Client to sell the investment at the opportune time. An Advisory Client’s investment may be in debt which is subordinate to other outstanding indebtedness of a portfolio company, which exacerbates the risk that the value of the investment will be impaired if the portfolio company does not perform. If the debt investment is in a portfolio company in which an Advisory Client holds an equity investment, there is a risk that the Advisory Client’s debt

investment could be subjected to equitable subordination or recharacterization, either of which would potentially impair the value materially. One of the fundamental risks associated with an Advisory Client’s debt investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. The fact that payments are contracted or regulated does not imply that there is no risk of default. An Advisory Client’s return to its investors would be adversely impacted if an issuer of debt securities in which the Advisory Client invests becomes unable to make such payments when due. Investments by an Advisory Client in debt, even for an Advisory Client whose primary investment objective relates to the making of equity and equity-related investments, may not be limited or restricted. Distressed Companies An Advisory Client may make investments in companies that are experiencing financial or operational difficulties or are otherwise out-of-favor. An investment in the securities of financially troubled issuers or operationally troubled issuers involves a high degree of credit and market risk. There is a possibility that an Advisory Client may incur substantial or total losses on its investments. Investments in distressed companies may be premised on a turnaround strategy. If turnarounds are not achieved, these companies could experience failures or substantial declines in value, and an Advisory Client may not be able to divest itself of such unprofitable investments in a timely fashion or at all. Additionally, turnarounds may not be achieved within the contemplated investment horizons. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of investments or otherwise adversely affect Carlyle’s CIM’s, and/or an Advisory Client’s reputation. Unionized Labor Additionally, certain portfolio companies may have a unionized workforce or employees who are covered by a collective bargaining agreement, which could subject any such portfolio company’s activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a portfolio company’s operations and profitability could suffer if it experiences labor relations problems. Upon the expiration of any such portfolio company’s collective bargaining agreements, it may be unable to negotiate new collective bargaining agreements on terms favorable to it, and its business operations at one or more of its facilities may be interrupted as a result of labor disputes or difficulties and delays in the process of renegotiating its collective bargaining agreements. A work stoppage at one or more of any such portfolio company’s facilities could have an adverse effect on its business, results of operations and financial condition. Sustainability and ESG Risks Certain Advisory Clients will be exposed to potential sustainability or ESG risks which such Advisory Clients will address as follows. Before investment decisions are made in respect of applicable Advisory Clients, the portfolio manager of such Advisory Client via the team of investment professionals associated with the portfolio manager who perform the investment sourcing and execution activities with respect to such Advisory Client (the “Deal Teams”) will

identify potentially material risks associated with the proposed investment. These risks form part of the overall investment proposal submitted to the investment committee for such Advisory Client, which is a committee of senior professionals that meets on an as-needed basis to review all investment activity recommended to such Advisory Client, and the AIFM of such Advisory Client, if applicable, and as the case may be, recommend to proceed, and monitor the portfolio (“Investment Committee”). The Investment Committee will assess the identified risks alongside other relevant factors set out in the proposal and will approve (or disapprove) the investment proposal. The portfolio manager of the applicable Advisory Client will then review the proposal and determine if it is suitable for such Advisory Client, in which case such portfolio manager will authorize the investment opportunity on behalf of such Advisory Client and the board of managers of such Advisory Client will ultimately make the investment decision. During this process, potential ESG risks will be identified and assessed using the same process as is applied to other relevant risks affecting such Advisory Client. The assessment of potential ESG risks is led by the Deal Teams with support from Carlyle’s in-house sustainability team, and in certain instances, third party providers with expertise in specific ESG risks. The applicable Advisory Client’s AIFM risk management function will also include ESG risk as part of its assessment of the risk profile of each investment in accordance with such AIFM’s responsibility for risk management of such Advisory Client. The specific investment decision-making on behalf of the applicable Advisory Client, as outlined above, is part of Carlyle’s wider policies and procedures on the integration of ESG risks in its decision-making process in relation to its funds generally. As part of that process, Carlyle may determine that ESG risks are potentially relevant to certain Advisory Clients having regard to the types of investments that may be made in accordance with its investment policy and objectives. There can be no guarantee that Carlyle will successfully identify and mitigate all material risks. Diversification of an Advisory Client’s investments will help mitigate the potential impact on returns of any single sustainability or ESG risk. In any instances where the applicable Advisory Client’s portfolio manager identifies ESG risks that are more widespread, such portfolio manager will take broader action to mitigate such risks. As described above, a portfolio manager of the applicable Advisory Client will consider ESG issues that represent potential or actual material risks to such Advisory Client’s investments. The identification and assessments of risks, including ESG risks, will be made on an investment-byinvestment basis by such portfolio manager. While the general partner of the Advisory Client may consider sustainability and ESG when making investment decisions, such factors are not binding on investment decisions. However, Carlyle frequently integrates ESG metrics as part of its investment strategy to identify and mitigate risks with the purpose of safeguarding the financial value of its investments. Where permitted by the underlying partnership agreement, consideration of ESG factors and pursuit of sustainability or ESG goals may also impose additional expenses on the Advisory Client that would not be incurred if the Advisory Client did not apply an ESG framework. Further, Carlyle may seek to incorporate sustainability or ESG considerations into other transactions or service arrangements of its funds and their portfolio companies. Additionally, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives, and associations, including organizations advancing action to address

climate change or climate-related risk. Furthermore, in April 2025, President Trump signed an Executive Order directing the Attorney General to stop the enforcement of state and local laws, regulations, policies and practices directed at climate change, greenhouse gas emissions and other ESG-related matters to the extent those laws or activities are unconstitutional, preempted by federal law, or otherwise unenforceable. While there is still uncertainty as to the potential effects of such order, if the SEC or any other governmental authority, regulatory agency or similar body, as applicable, were to take issue with Carlyle’s past or future practices, Carlyle and/or Advisory Clients may be at risk for regulatory investigation and/or sanctions, and any such investigations or sanctions could be costly, distracting and/or time consuming. In addition, some conservative groups and federal and state officials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education admissions in June 2023 should be analogized to private employment matters and private contract matters. Several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision, and in January 2025, the Trump administration signed a number of Executive Orders focused on diversity, equity, and inclusion (“DEI”), which caution the private sector to end “illegal DEI discrimination and preferences” and preview upcoming compliance investigations of private entities. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, legal opinions and scrutiny could result in Carlyle facing additional compliance obligations or expose CIM and/or the general partners of Advisory Clients to the risk of investigations or challenges and enforcement by state or federal authorities and result in penalties and/or reputational harm. ERISA Considerations Operating a Carlyle-sponsored investment vehicle as a “venture capital operating company” (“VCOC”) within the meaning of the regulations promulgated under Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), would require that such investment vehicle obtain rights to substantially participate in, or influence the conduct of the management of a number of its portfolio investments. The designation of directors and other measures contemplated could expose the assets of such investment vehicle to claims by a portfolio company, its security holders and its creditors. In the event a Carlyle-sponsored investment vehicle is operated to qualify as a VCOC or a “real estate operating company” (“REOC”) within the meaning of the Plan Asset Regulations in order to avoid holding “plan assets” within the meaning of ERISA and the Plan Asset Regulations, such investment vehicle may be restricted or precluded from making certain investments. In addition, it could be necessary to liquidate investments at a disadvantageous time in order to avoid holding “plan assets,” resulting in lower proceeds to such investment vehicle than might have been the case without the need to qualify as a VCOC or REOC. This is particularly the case in circumstances where an Advisory Client’s portfolio includes a substantial amount of distressed debt investments, which typically do not qualify as “venture capital investments” for purposes of determining the VCOC status of such Advisory Client. Risk Arising from Potential Control Group Liability Under ERISA, any entity that is a “trade or business” within a “controlled group” can be liable for

certain ERISA Title IV pension obligations of any other member of the controlled group. In addition, in the case of a plan termination, the U.S. Pension Benefit Guaranty Corporation (“PBGC”) can assert a lien against any member of the controlled group of up to 30% of the collective net worth of all members of the controlled group. A “controlled group” generally requires 80% or greater common ownership applying specified constructive ownership and exclusion rules and in certain circumstances not generally applicable to entities like an Advisory Client, could include other “brother-sister” commonly controlled arrangements. While there are a number of cases that have held that managing investments is not a “trade or business” for tax purposes, in 2007 the PBGC Appeals Board ruled that a private equity fund was a “trade or business” for ERISA controlled group liability purposes and at least one Federal Circuit Court has similarly concluded that a private equity fund could be a trade or business for these purposes based upon a number of factors, including the fund’s level of involvement in the management of its portfolio companies and the nature of any management fee arrangements. If an Advisory Client were determined to be a trade or business for purposes of ERISA, it is possible, depending upon the structure of the investment by such Advisory Client and/or its affiliates and other co-investors in a portfolio company and their respective ownership interests in the portfolio company, that any tax-qualified single employer defined benefit pension plan liabilities and/or multiemployer plan withdrawal liabilities incurred by the portfolio company could result in liability being incurred by such Advisory Client, with a resulting need for additional capital contributions, the appropriation of Advisory Client assets to satisfy such pension liabilities and/or the imposition of a lien by the PBGC on certain Advisory Client assets. Moreover, regardless of whether or not the Advisory Client were determined to be a trade or business for purposes of ERISA, a court might hold that one of the Advisory Client’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above. European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) The Alternative Investment Fund Managers Directive, as transposed into national law (the “AIFMD”), regulates and imposes regulatory obligations on alternative investment fund managers (“AIFMs”) that market alternative investment funds (“AIFs”) within the European Economic Area (“EEA”). The AIFMD is retained and transposed within the national law of the UK pursuant to the Alternative Investment Fund Managers Regulation 2013, as amended (the “UK AIFM Law”). The UK AIFM Law regulates AIFMs established in the UK that manage or market AIFs, and nonUK AIFMs that market AIFs within the UK. Both the CIM AIFM and the Carlyle entities that act as AIFMs, including as non-EEA / non-UK AIFMs, are in scope of the AIFMD’s requirements and the requirements of the UK AIFM Law to varying degrees. The AIFMD and the UK AIFM Law could have an adverse effect on CIM and any Advisory Client by, among other things, increasing the regulatory burden and costs of doing business in the EEA and the UK. Except in limited circumstances, a non-EEA AIFM marketing its AIF to prospective EEA and UK investors will be required to satisfy extensive disclosure obligations, including periodic disclosures to EEA regulators and the FCA. The general partner of certain Advisory

Clients has formed parallel AIFs in Luxembourg primarily to facilitate the participation of investors in the EEA under the AIFMD. Control over portfolio management is retained by CIM, as the CIM AIFM has delegated its portfolio management and marketing functions to CIM. The CIM AIFM is subject to the requirements of the AIFMD, such as rules relating to remuneration, minimum regulatory capital requirements, restrictions on the use of leverage, requirements in relation to liquidity, risk management, valuation of assets, etc. As a delegate undertaking portfolio management for an authorized AIFM, CIM is also subject to certain remuneration requirements similar to those applicable to the CIM AIFM. Any required changes to compensation structures and practices could make it harder for CIM to recruit and retain key personnel. Where a Carlyle AIF pursues a strategy of acquiring control of non-listed companies and issuers established in the EEA or in the UK, the AIFMD and the UK AIFM Law restricts any distribution, capital reduction, share redemption and/or acquisition of shares for a period of 24 months following the acquisition of the company (these are the so-called “asset stripping” rules). These rules apply to the CIM AIFM (as an authorized EEA AIFM) and to a non-EEA / non-UK AIFM marketing under the EEA / UK national private placement regimes. To the extent that Carlyle relies on a non-EEA / non-UK AIFM marketing a Carlyle AIF under national private placement regimes, certain member states of the EEA apply more stringent measures, such as requiring a depositary; while other member states have chosen not to allow nonEEA AIFMs to market AIFs in their territory at all. The AIFMD could adversely impact Advisory Clients in these circumstances by, among other things: (i) limiting the territories in the EEA in which Carlyle is able to market its funds to investors; (ii) limiting an Advisory Client’s investment opportunities and Carlyle’s operating flexibility both internally and with respect to investments made by the Advisory Client; (iii) exposing an Advisory Client and/or its manager to conflicting regulatory requirements in the United States and one or more member states of the EEA or the UK and (iv) constraining an Advisory Client’s ability to carry out its investment approach, which may make it more difficult to achieve its investment objectives. Directive (EU) 2024/927 (“AIFMD II”) entered into force on 15 April 2024. EU member states will have until 16 April 2026 to implement AIFMD II, subject to some grandfathering periods for certain requirements. AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-ended AIFs, and revised regulatory reporting and investor disclosures requirement. In respect of loan originating AIFs, AIFMD II imposes leverage limits, concentration limits in respect of certain financial sector borrowers, limits on lending to connected entities, a prohibition on “originate to distribute” strategies, potential prohibitions on consumer lending strategies, and risk retention requirements, amongst others. The implementation of these requirements could have a negative impact on the ability of any Advisory Client or Carlyle entity which constitutes a loan originating AIF to achieve its investment objective and conduct its operations. European Market Infrastructure Regulation

In the European Union, Regulation (EU) 648/2012 (as may be supplemented and amended from time to time, “EMIR”) introduced the following obligations for trade counterparties entering into derivative contracts: (a) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (b) risk mitigation techniques in respect of uncleared OTC derivative contracts (such as the exchange and segregation of collateral); and (c) reporting and record-keeping requirements in respect of all derivative contracts. Both EMIR (as it existed prior to the amendments made by EMIR 3.0 (as defined below)) and the Markets in Financial Instruments Directive (Directive 2014/65/EU), its accompanying Regulation (Regulation (EU) No 600/2014) and accompanying regulatory technical standards (as may be amended and supplemented from time to time, “MiFID II”) have been onshored into the national laws of the UK. For the purpose of this risk factor, reference to EMIR and MiFID II shall also include EMIR and MiFID II as they form part of the national laws of the UK. The EMIR obligations will apply primarily to any Advisory Client which is a “financial counterparty” as well as, to more a limited extent, any Advisory Client, or any special purpose entity which such Advisory Client may establish in the EEA (or UK as appropriate), which is a “non-financial counterparty.” However, in both cases, the precise scope of application of EMIR will be dependent on the extent to which the position in OTC derivative contracts exceeds certain thresholds prescribed by EMIR. A financial counterparty includes authorized investment firms, credit institutions, insurance companies or a UCITS fund, as well as, subject to certain exceptions, either (i) an AIF established in the EEA (or UK as appropriate) or (ii) an AIF managed by an authorized (or registered) alternative investment fund manager (AIFM). A non-EEA AIF managed by a non-EEA AIFM (or a non-UK AIF managed by a non-UK AIFM, as appropriate) may also considered to be a financial counterparty. A non-financial counterparty is an entity established in the EEA (or UK as appropriate) which is not a financial counterparty. Of the classes of derivatives declared subject to the clearing obligation under EMIR, such derivatives, or a subset of that class of derivatives, are also required to be traded on approved trading venues by virtue of MiFID II. An approved trading venue includes a regulated market, a multilateral trading facility, an organized trading facility or a third country trading venue deemed to be equivalent by the European Commission (or HM Treasury, as appropriate). From December 24, 2024, “EMIR 3.0” (comprising Regulation (EU) 2024/2987 and Directive 2024/2994) came into force in the EU only. EMIR 3.0 introduced, amongst other things, an active account obligation (including reporting, operational condition stress testing and representativeness requirements) as well as changes to the reporting obligation and the calculations/categorization of financial counterparties and non-financial counterparties. Consequently, a similar but not identical set of rules to those onshored in the UK apply. Prospective investors should be aware that the regulatory changes arising from EMIR and other reforms under MiFID II may in due course significantly raise the costs of entering into derivative

contracts with counterparties in the EEA or the UK, and may adversely affect an Advisory Client’s ability to engage in transactions in derivatives, including hedging transactions. Climate Change Risks and Regulatory and Other Efforts to Reduce Climate Change An Advisory Client may acquire investments that are located in, or have operations in, areas that are subject to climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the business and operations of an Advisory Client’s portfolio investments. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise, fires, and extreme and changing temperatures. As a result of these impacts from climate-related events, the portfolio investments of an Advisory Client may be vulnerable to the following, which can adversely impact its value: (i) risks of property damage; (ii) indirect financial and operational impacts from disruptions to the operations from severe weather; (iii) increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which a business is located, resulting in lower than expected demand for the products and services of such business; (iv) increased insurance claims and liabilities; increase in energy costs impacting operational returns; (v) changes in the availability or quality of water, food or other natural resources on a business depends; (vi) decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); (vii) incorrect long-term valuation of a business due to changing conditions not previously anticipated at the time of the investment; and (viii) other economic disruptions arising from the foregoing. Carlyle and portfolio companies in which Advisory Clients invest face a number of risks associated with climate change, including both transition and physical risks. The transition risks that could impact Carlyle and the portfolio companies include those risks related to the impact of current and potential U.S. and foreign climate-and ESG-related legislation and regulation, as well as risks arising from climate-related business trends. In addition, Carlyle and its Advisory Clients’ investments in portfolio companies are subject to risks stemming from the physical impacts of climate change. New climate change-related laws and regulations, or interpretations of existing laws, may result in enhanced or conflicting disclosure obligations that could negatively affect Carlyle and portfolio companies in which an Advisory Client invest, and also materially increase Carlyle’s regulatory burden. For example, California’s climate-related disclosure laws will require entities meeting certain revenue threshold and operating requirements to disclose their Scope 1, 2 and 3 greenhouse gas emissions, along with climate-related risk reports Increased and/or conflicting applicable or proposed regulations generally increase the costs to Carlyle, an Advisory Client and the portfolio companies, and those higher costs may continue to increase if new laws require additional resources. Moreover, significant increases in regulatory compliance expenses may negatively impact an Advisory Client and the portfolio companies. In particular, compliance with climate and

other sustainability- or ESG-related rules in the EU and the United Kingdom, such as the Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive is expected to result in increased legal and compliance costs and expenses, which would be borne by Carlyle and an Advisory Client and/or the portfolio companies. In addition, the portfolio companies could face transition risk if carbon-related regulations or taxes are implemented. Even if not directly applicable, these and similar laws may have indirect effects on Carlyle, an Advisory Client and the portfolio companies including with respect to exit considerations and market expectations for collecting and reporting sustainability-related information. There remains uncertainty as to how these laws will be applied and whether these laws will withstand pending and future legal challenges. Furthermore, there has been growing regulatory interest, particularly in the U.S., UK and EU (which may be looked to as models in growth markets), in improving transparency around the role of sustainability in asset managers’ and issuers’ investment processes, in order to allow investors to scrutinize, validate and better understand sustainability claims. CIM, the general partners of Advisory Clients and/or the Advisory Clients’ portfolio companies may be subject to disclosure laws and regulations related to a range of sustainability matters, including, but not limited to, greenhouse gas emissions; climate change risks; and human rights matters. Impacts may include those connected with an entity’s own operations and upstream and downstream value chain, including through its products and services, as well as through its business relationships (the “Sustainability Disclosure Laws”). Compliance with the Sustainability Disclosure Laws may require the implementation of or changes to systems and procedures for the collection and processing of relevant data and related internal and external controls, changes to management and/or operational obligations, and dedication of substantial time and financial resources. The compliance burden and related costs may increase over time. Failure to comply with applicable Sustainability Disclosure Laws may lead to investigations and audits, fines, other enforcement action or liabilities, or reputational damage. The SEC has previously brought enforcement actions based on ESG marketing and disclosures not matching actual investment processes and controls, and Carlyle anticipates additional regulatory obligations could be imposed by the SEC in the future. This could increase the risk that Carlyle will be perceived as, or accused of, greenwashing (i.e., the making of inaccurate or misleading statements related to sustainability) or possibly greenhushing (i.e., the downplaying of sustainability-related commitments or actions). At the same time, regulators and other stakeholders have increasingly expressed or pursued opposing views, legislation, and investment expectations with respect to sustainability and diversity, equity, and inclusion initiatives, including the enactment or proposal of “anti-ESG” and “anti-DEI” legislation, policies or initiatives. If CIM’s practices do not meet evolving stakeholders’ expectations and standards, or if CIM is unable to satisfy all stakeholders, Carlyle’s reputation, ability to attract or retain employees, financial condition, results of operations, and cash flows could be negatively impacted. CIM, the general partners of the Advisory Clients and/or the Advisory Clients’ portfolio companies could become subject to additional regulation and/or risk of regulatory scrutiny in the future, and the general partners of the Advisory Clients cannot guarantee that their current approach (including the Carlyle ESG policy) or the Advisory Clients’ portfolio companies will meet future regulatory requirements, reporting frameworks or best practices, increasing the risk of related enforcement. Compliance with new requirements may lead to increased management burdens and costs.

ESG and Sustainable Finance Regulation Regulatory initiatives related to ESG and sustainable finance that are or will be applicable to CIM, the CIM AIFM, the Advisory Clients, and their portfolio companies could adversely Carlyle’s business. In 2018, the European Commission adopted an “action plan on financing sustainable growth” (the “Action Plan”). As part of the Action Plan, among other things, the EU has established EU disclosure obligations for financial products, clarifying asset managers’ and institutional investors’ duties regarding sustainability in their investment decision-making processes, and increasing disclosure requirements in the financial services sector around sustainability, increasing the transparency of companies on their ESG policies and related processes and management systems. On June 22, 2020, the Official Journal of the European Union published a classification system that establishes a list of environmentally sustainable economic activities and sets out four overarching conditions that an economic activity has to meet in order to qualify as environmentally sustainable (Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088, “Taxonomy Regulation”). The Taxonomy Regulation, among other things, introduced mandatory disclosure and reporting requirements and supplements the framework set out in the Sustainable Financial Disclosure Regulation (Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector, “SFDR”), which requires certain disclosures in relation to whether and, if so, how sustainability risks and negative impacts on environmental and social factors are taken into account in the investment process and the likely impacts of sustainability risks on the returns of the financial products. Financial products that have as their objective “sustainable investment” or that promote binding environmental or social characteristics are required to disclose that objective or those characteristics in pre-contractual disclosures required pursuant to the AIFMD and report on an ongoing basis their performance in achieving that objective or those characteristics in annual periodic reports produced pursuant to the AIFMD. In addition, if a financial product does not promote environmental or social characteristics or does not have as its objective “sustainable investment,” the information to be disclosed in accordance with applicable sectoral legislation must also be followed by a statement indicating that the financial product does not take into account EU criteria for environmentally sustainable economic activities. The disclosure requirements in the SFDR are supplemented by Commission Delegated Regulation (EU) 2022/1288 of 6 April 2022 (commonly referred to as the “RTS”), which requires enhanced disclosures in pre-contractual documents, on websites and in periodic reports. On November 20, 2025, the European Commission proposed significant changes to the SFDR regime (“SFDR 2.0”), which are anticipated to come into effect during 2028. Based on this proposal, the changes are not expected to apply directly to any closed-ended products which were created and distributed before the date of application of SFDR 2.0 by virtue of transitional provisions. Nonetheless, there is significant uncertainty as to the final form that such rules could take and it is unclear whether and to what extent there could be any direct or indirect impact on CIM and/or the CIM AIFM. The CIM AIFM will, therefore, continue to monitor developments to these proposals and their implementation and resources will need to be allocated to continue to assess how funds, CIM and/or the CIM AIFM are impacted and the effects of any additional

compliance and reporting burdens. Commission Delegated Regulation (EU) 2021/1255 amends Delegated Regulation (EU) 231/2013 to require that sustainability risks are integrated into the investment decision-making, risk management, and compliance functions and processes of EU AIFMs. These requirements became effective and have applied since August 2022. Commission Delegated Regulation (EU) 2021/1253, amending Regulation (EU) 2017/565, requires, among other things, certain firms to carry out a mandatory assessment of the sustainability preferences of clients, integrate sustainability into risk management policies, and consider sustainability factors in the product approval and governance process, which also became effective and have applied since August 2022. There is a risk that a significant reorientation in the market following the implementation of these sustainable finance regulations and further measures could be adverse to an Advisory Client’s portfolio companies if they are perceived to be less valuable as a consequence of, among other things, their carbon footprint or allegations or evidence of “greenwashing.” There is also a risk that market expectations in relation to the SFDR categorization of financial products could adversely affect Carlyle’s ability to raise capital. On January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into force. Broadly, CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks, and insurance companies under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”). Moreover, in February 2025, the European Commission published an “omnibus” package of proposals with the expressed objective of reducing the administrative burden without retreating from the overarching intent of the CSRD, CSDDD and the Taxonomy Regulation. The so-called “Omnibus I”, among other items, changes the timeline and scoping thresholds of the CSRD. CSRD will require large companies (EU companies (including EU subsidiaries of non-EU parent companies) and non-EU companies with significant turnover and a legal presence on EU markets), to produce detailed and prescriptive reports on sustainabilityrelated matters within their financial statements. The reporting requirements were phased in from 2024, with the first reports including audited information on sustainability-related matters being published in 2025 to cover the 2024 fiscal year. There still is uncertainty around the specific requirements of CSRD reporting as the sector-specific reporting standards under CSRD are still due to be published within delegated acts. In addition, on July 5, 2024, the EU formally adopted the Corporate Sustainability Due Diligence Directive (the “CSDDD”). The CSDDD introduces mandatory human rights and environmental due diligence requirements for companies active in the EU, including disclosure on climate transition plans. The directive will apply to large EU companies (including EU subsidiaries of nonEU parent companies), as well as non-EU companies with significant turnover in EU markets. As part of Omnibus I, the Stop-the-Clock Directive delays CSDDD’s due diligence and reporting requirements by one year. The reporting requirements will, therefore, be phased in from 2028, with the first reports to be published in 2029. The CIM AIFM will, therefore, continue to assess how CIM and/or the CIM AIFM are impacted and the effects of any additional compliance and reporting burdens as a result of the CSRD and CSDDD. There can be no assurance that adverse developments with respect to such risks will not adversely affect assets held by an Advisory Client in certain countries or the returns from these assets.

In the UK, the FCA has introduced a regulatory framework that focused on implementing the recommendations of the Financial Stability Board Taskforce on Climate-related Financial Disclosures (“TCFD”), in particular, by introducing mandatory TCFD-aligned disclosure requirements for certain FCA authorized firms. These rules are set out in the ESG Sourcebook in the Business Standards section of the FCA Handbook of Rules and Guidance (“ESG Sourcebook”). The rules capture certain asset managers including, so far as relevant, certain private fund advisors such as CECP and investment portfolio managers such as CELF, as well as insurers and FCAregulated pension providers. There is a phased approach to the implementation of these rules. For the largest in-scope firms (those with over £50 billion in AUM calculated as a 3-year rolling average), the rules applied beginning January 1, 2022, with the first public disclosures required by June 30, 2023. For those below this threshold but above £5 billion in AUM (calculated as a 3-year rolling average), the rules applied beginning January 1, 2023, with disclosures made by June 30, 2024. On November 28, 2023, the FCA published final rules and guidance for sustainability disclosure requirements (“SDR”) and sustainability labels for investment products, which specifies, among other requirements, an anti-greenwashing rule and sustainability-related disclosure requirements in respect of certain financial products and firms. The new rules have been added to the ESG Sourcebook and focus on UK managers and UK-managed funds and do not cover overseas managers or products marketed in the UK. However, the FCA has indicated that it intends to undertake a further consultation on expanding the scope of these requirements potentially to cover portfolio managers (particularly discretionary wealth management services, although the scope of the extension is unclear and could be much broader), overseas products, and pension products, which could capture more substantively Carlyle’s UK advisors and non-UK entities in future. The only rule under SDR that applies to all FCA-regulated firms is the new anti-greenwashing rule, which applies when communicating with or approving financial promotions directed at UK clients since May 31, 2024. This regime diverges from other international sustainability-related disclosure regimes, including the EU SFDR. Carlyle is monitoring these developments, particularly how they may impact Carlyle’s businesses. Additional regulatory costs may be incurred if following an extension, SDR materially applies to Carlyle’s UK authorized entities and/or funds in future. Such new rules may also have an impact on an Advisory Client’s investment strategy and financial return, as a result. Compliance with sustainable finance frameworks of this nature, including the Taxonomy Regulation, the SFDR, CSRD and CSDDD, has and will continue to create an additional compliance burden and increased legal, compliance, governance, reporting and other costs to CIM, Advisory Clients and their portfolio companies because of the need to collect certain information to meet the disclosure requirements, the need to update or develop new policies and processes to meet regulatory requirements and associated ESG commitments, claims, and initiatives and changes to the manner in which CIM, Advisory Clients or, their portfolio companies conduct business. In addition, where there are uncertainties regarding the operation of sustainable finance frameworks, a lack of official, conflicting, or inconsistent regulatory guidance, a lack of established market practice, and/or data gaps or methodological challenges affecting the ability to collect relevant data, CIM, Advisory Clients and their portfolio companies may be required to engage third party advisors and/or service providers to fulfill the requirements, thereby

exacerbating any increase in compliance burden and costs. In this respect, sustainable finance initiatives continue to evolve rapidly, and it is not possible at this stage to fully assess how Carlyle’s business will be affected with certainty. Carlyle continues to monitor developments in relation to EU sustainable finance as well as corporate sustainability reporting and proposals for laws requiring due diligence of supply chains. Guidance from EU policymakers and financial supervisors changes frequently. CIM, its Advisory Clients and their portfolio companies are subject to a risk that similar measures might be introduced in other jurisdictions in which CIM or Advisory Clients or their portfolio companies currently have investments or plan to invest in the future. Without legal certainty regarding the application of the above and future regulations, it is also difficult to assess the costs of compliance by the Advisory Clients. Resources will need to be allocated to determine the impact of the new regulatory framework and, to the extent applicable, creating an additional compliance burden and reporting costs. Environmental Matters Environmental laws, regulations and regulatory initiatives play a significant role in certain industries and can have a substantial impact on investments in these industries. For example, global initiatives to minimize pollution have played a major role in the increase in demand for natural gas and alternative energy sources, creating numerous new investment opportunities. Conversely, required expenditures for environmental compliance have adversely impacted investment returns in a number of segments of the industry. Certain industries will continue to face considerable oversight from environmental regulatory authorities and significant influence from nongovernmental organizations and special interest groups. An Advisory Client may invest in investments that are subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements, and there can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on an Advisory Client’s investments or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of an Advisory Client’s investments will not cause injury to the environment or to people under all circumstances or that such investments will not be required to incur additional unforeseen environmental expenditures. Environmental hazards could expose such investments to material liabilities for property damages, personal injuries or other environmental harm, including costs of investigating and remediating contaminated properties and reputational risk. Moreover, failure to comply with any such requirements could have a material adverse effect on an Advisory Client’s portfolio company or project, and there can be no assurance that portfolio companies will at all times comply with all applicable environmental laws, regulations and permit requirements. Past practices or future operations of portfolio companies could also result in material personal injury or property damage claims, including costs of investigating and remediating contaminated properties and reputational risk. Any noncompliance with these laws and regulations could subject an Advisory Client and its properties to material administrative, civil or criminal penalties or other liabilities, which in turn could have a material impact on the performance of the Advisory Clients. Moreover, the adoption of clean and low-emission energy technologies and processes is currently driven in part by

government policies targeting reduced GHG emissions. Currently, a substantial number of countries have committed to becoming carbon neutral by 2050, with many of them having earlier target dates. If governments globally were to abandon or diminish their GHG reduction initiatives, this may have the effect of reducing the corporate incentives to adopt clean and low-emission energy technologies and processes, resulting in less activity in this area and potentially adversely affecting Advisory Clients. Under certain circumstances, environmental authorities and other parties may seek to impose personal liability on the limited partners of a partnership (including certain Advisory Clients) subject to environmental liability. However, an investor of an Advisory Client may reduce its risk of such personal liability by avoiding activities with respect to such Advisory Client’s investments other than as specifically contemplated by the governing agreement of such Advisory Client. Prolonged changes in climatic conditions could have a significant impact on the revenues, expenses and conditions of certain investments of certain Advisory Clients and, as a result, could negatively affect the Advisory Clients’ performance. While the precise future effects of climate change are unknown, it is possible that climate change could affect precipitation levels, cause droughts, affect wind levels, annual sunshine levels, sea levels and the severity and frequency of storms and create or substantially contribute to other severe weather events. The general partner of an Advisory Client cannot rule out the possibility that climate risks, including changes in weather and climate patterns, could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities or the effective management of a portfolio company once undertaken, any of which could have a material adverse effect on an investment or such Advisory Client. In the event that climate change causes sea levels to rise, certain investments might be forced to incur expenses to prevent assets from being damaged or rendered unusable by such rising sea levels. Moreover, if the evidence supporting climate change continues to mount, various regulatory agencies may enact more restrictive environmental regulations. These more restrictive regulations could materially impact the revenues and expenses of an Advisory Client’s investment. Natural Resources Portfolio Companies Natural resources portfolio companies may face construction and operational risks typical for energy, infrastructure, and power generation infrastructure businesses, including, among other things: (i) labor disputes, work stoppages, or shortages of skilled labor; (i) shortages of fuels or materials; (iii) slower than projected construction progress and the unavailability or late delivery of necessary equipment; (iv) delays caused by or in obtaining the necessary regulatory approvals or permits; (v) adverse weather conditions and unexpected construction conditions; (vi) accidents or the breakdown or failure of equipment or processes; (vii) difficulties in obtaining suitable or sufficient financing; and (viii) force majeure or catastrophic events such as explosions, fires, and terrorist activities and other similar events beyond Carlyle’s control. Such developments could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of construction activities once undertaken. Construction costs may exceed estimates for various reasons, including inaccurate engineering and planning, labor and building material costs in excess of expectations, and unanticipated problems with

project start-up. Such unexpected increases may result in increased debt service costs and funds being insufficient to complete construction. Portfolio investments under development or portfolio investments acquired to be developed may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that make such development less attractive than at the time it was commenced. Any events of this nature could severely delay or prevent the completion of, or significantly increase the cost of, the construction. There also are risks inherent in the construction work that may give rise to claims or demands against one of the portfolio companies of an Advisory Client from time to time. Delays in the completion of any energy or power project may result in lost revenues or increased expenses, including higher operation and maintenance costs related to such portfolio company. Data Protection, Cybersecurity and Digital Regulation Laws and regulations related to privacy, data protection and information security and the wider digital landscape could increase costs, and a failure to comply with applicable laws and regulations could result in fines, sanctions or other penalties. Investments of the Advisory Clients are subject to regulations related to privacy, data protection and information security and the wider digital landscape in jurisdictions in which they conduct business. As these regulations are implemented, interpreted and applied, compliance costs may increase for the Advisory Clients and their investments. The laws, regulations and regulatory frameworks described below apply to Carlyle, CIM, Advisory Clients, and their portfolio companies in varying degrees and contexts. The relative significance of these obligations for Carlyle, CIM’s advisory business, Advisory Clients or portfolio companies will depend in part on the Advisory Client’s investment strategy, geographic focus and the jurisdictions in which the Advisory Client or its portfolio companies operate. Legislators and regulators around the world identify data security and privacy as top priorities. As a result, an Advisory Client and its portfolio companies will be subject to an increasing variety of federal, state, local, and international laws, directives, and regulations, as well as contractual obligations, relating to the collection, use, retention, security, disclosure, transfer, and other processing of personal information and other confidential data. The global legal frameworks for privacy, data protection, and data transfers are rapidly evolving and are likely to remain uncertain for the foreseeable future. Certain activities of CIM, an Advisory Client or its portfolio companies are subject to the GDPR, U.S. state and federal privacy laws, the Cayman Islands Data Protection Act (as amended), the UK General Data Protection Regulation (“UK GDPR”), the Personal Information Protection Law (the “PIPL”), and other existing and developing laws and regulations. Although Carlyle maintains cybersecurity controls designed to prevent cyber incidents from occurring, no security is impenetrable to cyberattacks. It is possible that current and future cyber enforcement activity will target practices that Carlyle believes are compliant but the SEC deems otherwise. In addition, the SEC’s cybersecurity disclosure rules apply to publicly-traded portfolio companies, and compliance with this rule could be costly while any regulatory investigation into compliance with the rule could lead to significant fines. In addition, many jurisdictions in which Carlyle operates have other laws and regulations relating to data privacy, cybersecurity, data

transfers, data localization and protection of personal information. Carlyle’s use of AI technologies could also subject Carlyle to additional cybersecurity risks and data protection obligations as well as regulatory scrutiny. See the “Artificial Intelligence Technologies” and “Cybersecurity” disclosures above. In particular, where AI Technologies are classified as “high-risk” under the EU AI Act, providers and deployers of such systems are subject to data governance obligations that are distinct from and cumulative with obligations under the GDPR, including requirements regarding the quality and representativeness of training datasets, documentation of data provenance, and logging sufficient to enable post-deployment audits. To the extent CIM, the CIM AIFM, Advisory Clients or their portfolio companies develop, deploy or use high-risk AI systems within the scope of the EU AI Act, compliance with these data governance requirements may require material changes to data management practices and may increase the cost and complexity of the deployment of AI Technologies. Any regulatory investigation into compliance with these laws and regulations would be costly and could lead to significant fines, service interruption, loss of licensure and other harms to Carlyle as well as affecting an Advisory Client’s ability to achieve its investment objective and/or conduct its operations. In May 2024, the SEC adopted Regulation S-P, which governs the treatment of nonpublic personal information about consumers by certain financial institutions. Regulation S-P took effect in December 2025 and requires such financial institutions, including registered investment advisers, to adopt procedures to detect, respond, provide notice to impacted individuals, and recover from certain unauthorized access to or unauthorized use of certain investor or customer information or systems containing such information. Also in the United States, federal privacy legislation is frequently considered by Congress and if passed may lead to significant new obligations for an Advisory Client and its portfolio companies. In the interim, a number of state laws are being passed, such as the California Consumer Privacy Act (“CCPA”), which took effect in January 2020 and provides for enhanced consumer protections for California residents, a private right of action for certain data breaches that is expected to increase related litigation and statutory fines for CCPA violations. In addition, the CCPA requires covered companies to provide new disclosures to California residents and provides such residents new ways to opt-out of certain sales of personal information. California voters also approved the California Privacy Rights Act (“CPRA”) in November 2020. Effective starting on January 1, 2023, the CPRA made significant modifications to the CCPA, including by expanding rights with respect to certain sensitive personal information and creating a new state agency for enforcing the CCPA. Unless and until a federal privacy law that preempts state laws is enacted, states have and will continue to shape the data privacy environment nationally. Over twenty U.S. states have enacted comprehensive privacy legislation, creating an increasingly complex and inconsistent patchwork of obligations for entities processing the personal information of residents of those states. These laws vary in significant respects including the scope of covered entities, categories of sensitive data, consumer rights, enforcement mechanisms and private rights of action. Compliance with this patchwork of state laws may require Advisory Clients, their portfolio companies and CIM to continually update their data processing practices, consent mechanisms and privacy notices, incurring substantial ongoing compliance costs. Importantly, these laws may also limit the ways Advisory Clients, their portfolio companies and CIM are able to use personal data in the course of their business.

The U.S. Department of Justice issued a rule to implement Executive Order 14117 of February 28, 2024, titled Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern (the “Bulk Sensitive Data Rule”), which took effect in April 2025. The Bulk Sensitive Data Rule prohibits or restricts U.S. persons from engaging in transactions with “countries of concern” (including China, Russia, Iran, North Korea, Cuba, and Venezuela) or those deemed “covered persons” involving bulk U.S. sensitive personal data and U.S. government-related data. The Bulk Sensitive Data Rule imposes data security obligations, among other requirements, which could increase compliance burdens and associated costs, and may impact Carlyle, CIM, Advisory Clients, or their portfolio companies’ ability to access or share information in jurisdictions outside the U.S. Additionally, the Cyber Incident Reporting for Critical Infrastructure Act of 2022 (“CIRCIA”), among other things, directed the U.S. Cybersecurity and Infrastructure Security Agency (“CISA”) to issue regulations requiring covered entities to report covered cyber incidents to CISA within 72 hours and ransomware payments within 24 hours. CISA extended the deadline to issue its regulations under CIRCIA to May 2026. Meanwhile, in Europe, the GDPR establishes requirements applicable to the processing of personal data in the European Economic Area (“EEA”), affords data protection rights to individuals, and imposes penalties for violations, including those that result in serious data breaches. After the UK exited the EU it enacted the UK GDPR. The GDPR and the UK GDPR impose similar and stringent operational requirements on entities which process personal data, including requirements to notify certain data breaches and restrictions on transfers of personal data outside of the EEA and UK (as applicable), and provide regulators with significant enforcement powers, including the ability to impose penalties of up to the higher of 4% of total annual worldwide turnover or €20 million (£17.5 million for the UK GDPR). These requirements are subject to ongoing judicial and regulatory interpretation. For instance, the Court of Justice of the European Union has interpreted the GDPR as requiring that entities sending personal data out of the EEA perform ongoing assessments as to whether the laws of the receiving country provide adequate protection in comparison to EEA laws, which has led to an increase in compliance costs. The legal implications of this ruling are still being contested and are likely to be subject to further judicial scrutiny, which may ultimately further increase compliance costs and/or reduce the ability to send personal data outside of the EEA and/or UK. In addition, the EEA and U.S. governments finalized a framework for trans-Atlantic data transfers (which has been extended by the UK and U.S. governments to cover transfers from the UK to the U.S.) that is limited in its application to financial institutions, requiring entities not able to certify to the framework to rely on alternative data transfer mechanisms. These updates and any future updates to data transfer rules may require an Advisory Client and its portfolio companies to expend significant resources to update contractual arrangements and to otherwise comply with such obligations. An Advisory Client and its portfolio companies may experience additional costs to comply with these changes, and an Advisory Client and its portfolio companies face the potential for regulators in the EEA and UK to apply different standards to the transfer of personal data from the EEA or UK to the United States and other nonEEA and non-UK countries. There may also be further divergence in data protection laws between the UK and EEA in future, as the UK is making various amendments to the UK GDPR via the Data (Use and Access) Act, including to bring the maximum fine threshold for infringement of

certain requirements relating to direct marketing and the use of cookies (currently £500,000) in line with the UK GDPR threshold (i.e., the higher of £17.5 million or 4% of annual global turnover), as well as introducing new data sharing frameworks. In addition, on November 19, 2025, the EU published a proposal to make certain simplifications to the GDPR and other data, privacy and cybersecurity related laws, including the ePrivacy Directive and EU AI Act. This is increasing divergence between EEA and UK requirements, which may create a greater dual regulatory compliance burden on organizations that are subject to both regimes. Additionally, DORA entered into force in January 2023 and has applied since January 2025. DORA, which applies directly to financial entities operating in the EU including alternative investment fund managers authorized under the AIFMD, imposes additional information security compliance requirements on in-scope financial entities and third-party critical information technology service providers, including requirements related to ICT risk management, contractual arrangements with third-party service providers, and incident reporting. The EU’s Network and Information Security Directive 2 (Directive (EU) 2022/2555, “NIS2”), which EU member states were required to transpose into national law by October 17, 2024, significantly expands the scope of mandatory cybersecurity requirements across the EU relative to its predecessor. NIS2 applies to a broad range of entities operating in critical and important sectors. Notably, NIS2 introduces direct accountability at senior management level, including the potential for personal liability of executives of in-scope entities for failure to oversee compliance. To the extent that Advisory Clients’ portfolio companies, or Carlyle’s EU-based entities, are in scope, compliance with NIS2 requirements may result in material compliance costs and operational obligations. The UK and EEA are also considering or have enacted a variety of other laws and regulations such as the Data Act (EEA), Online Safety Act (UK), and the Artificial Intelligence Act (EEA) (the latter of which is discussed under “— Artificial Intelligence Technologies” herein), all of which could have a material impact on an Advisory Client’s and/or its portfolio companies’ ability to operate. Carlyle cannot predict how these laws or regulations may develop. China continues to develop its protections of personal information and controls over cross-border data transfers with the implementation of the Cybersecurity Law, Data Security Law (the “DSL”), the PIPL, and the Espionage Act. These laws may affect the business of an Advisory Client and its portfolio companies in the following ways. First, an Advisory Client and its portfolio companies may be subject to these laws when conducting business and processing personal information or other data in China. Second, these laws may apply extra-territorially to the processing of personal information and other data originating in China when conducted by an Advisory Client and its portfolio companies outside of China. Third, these laws may impose new regulations on crossborder data transfers and transfers to third-party vendors conducted by an Advisory Client and its portfolio companies. The PIPL imposes several conditions that limit certain cross border transfer of personal information of Chinese residents, while the DSL restricts transfer of “important data” outside of China. The scope of “important data” remains unclear but may include certain data collected and/or generated by an Advisory Client and its portfolio companies in China, in which case these restrictions could harm an Advisory Client and its portfolio companies that rely on the ability to freely transfer data outside China. Finally, an Advisory Client and its portfolio companies may be contractually bound by certain compliance obligations that lead to increased costs when dealing with counterparties in China as a result of these laws.

Many other jurisdictions where an Advisory Client and its portfolio companies may conduct business have or are considering privacy and data protection laws and regulations that are more restrictive than those in the United States, for example, the Hong Kong Personal Data (Privacy) Ordinance, the Australian Privacy Act, and the Brazilian Bank Secrecy Law. Global laws in this area are rapidly increasing in the scope and depth of their requirements, which are often extraterritorial in nature, and global regulators are seeking to enforce their countries’ laws outside of their borders. In addition, an Advisory Client frequently has added privacy compliance requirements as a result of its contractual obligations with counterparties. These legal and contractual obligations heighten an Advisory Client’s privacy obligations and costs in the ordinary course of conducting our business in the U.S. and internationally. Complying with various existing, proposed, or yet to be proposed laws, regulations, amendments to or re-interpretations of existing laws and regulations, and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require an Advisory Client and its portfolio companies to make changes to their services to enable them to meet new legal requirements, incur substantial operational costs, modify their data practices and policies, and restrict their business operations. Any actual or perceived failure to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, costs for remediation, and other liabilities. The costs of an Advisory Client’s compliance with, and other burdens imposed by, the GDPR, the UK GDPR, CCPA, PIPL and other applicable data protection laws will be borne (whether directly or indirectly) by investors in the Advisory Client, and may, therefore, affect any returns that would otherwise be available to investors in the Advisory Client. A single cybersecurity incident may trigger simultaneous, overlapping and potentially conflicting notification obligations under multiple regulatory frameworks, including but not limited to, notices to individuals, regulators, counterparties, or others. Notice obligations vary significantly in their trigger thresholds, required content and timing. Meeting these overlapping obligations simultaneously while managing an active incident response represents a significant operational risk and may result in material costs, regulatory scrutiny and reputational harm. Any failure to comply with applicable privacy and data protection related obligations may result in significant liability, which could have an adverse effect on investors in an Advisory Client. Under some such privacy and data protection laws, it is an offense not to notify the appropriate regulator of a security breach of personal data, or not to notify the data subjects affected by the breach. Certain violations of data protection laws, including in China and under the GDPR and the UK GDPR, may result in significant penalties. Further, Carlyle may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret such privacy and data protection laws and if such laws are implemented or applied in a manner inconsistent with Carlyle’s expectations, it may result in Carlyle’s business practices changing in a manner that adversely impacts the Advisory Client. Further legislative evolution is expected in the field of privacy and data protection and the costs of monitoring and addressing such changes may increase the compliance burden of an Advisory Client and its portfolio companies, and thus adversely affect such Advisory Client. Taxation in Other Jurisdictions

If an Advisory Client makes investments or carries on activities in a jurisdiction outside the United States, such Advisory Client or its investors (as applicable) may be subject to income, capital gains or other tax in that jurisdiction and may be subject to additional reporting requirements. Additionally, withholding tax or branch tax may be imposed on earnings from investments in such jurisdictions. In addition, local tax incurred in non-U.S. jurisdictions by an Advisory Client or vehicles through which it invests may not be creditable to or deductible by investors in their respective jurisdictions. Income or gains of an Advisory Client may be subject to withholding, income, net wealth or other tax in the jurisdictions where its investments are located. In addition, the general partner of an Advisory Client may enter into agreements with certain tax jurisdictions relating to the taxation of an Advisory Client’s investments, including agreements providing for a composite rate of withholdings or other tax applicable to an Advisory Client’s investments. It is possible that such an arrangement could result in some investors being allocated more tax than they otherwise would in the absence of such agreement (for example, an investor that may be entitled to a lower tax rate pursuant to an applicable tax treaty). In certain situations, an Advisory Client may hold investments through entities organized outside the United States that are treated as corporations for U.S. federal income tax purposes. Investors in such Advisory Clients may be subject to special rules applicable to “controlled foreign corporations,” or “passive foreign investment companies” with respect to investments made through such entities, which could result in certain disadvantageous tax treatment and could subject such investors to additional reporting requirements. Moreover, various rules and measures have been proposed and/or implemented in jurisdictions outside of the United States to address global tax issues, including perceived treaty abuse, the deductibility of interest expense, local nexus requirements, transfer pricing and hybrid mismatch arrangements. Such rules could impact the structures used by an Advisory Client and may have an adverse effect on such Advisory Client’s investors and/or investments. Impact of Certain Tax Legislation and Potential Tax Reform Changes in tax laws or interpretation of such laws, which changes may be significant, may be adverse to an Advisory Client and its investors. Carlyle’s ability to achieve the investment objectives of each Advisory Client depends to a substantial degree on its ability to retain and motivate its investment professionals and other key personnel, and to recruit talented new personnel. Carlyle’s ability to recruit, retain and motivate its professionals is dependent on its ability to offer highly attractive incentive compensation, and such compensation may be impacted by changes in tax legislation. U.S. federal income tax law currently imposes a three-year holding period requirement for carried interest to be treated as longterm capital gain. This holding period requirement may result in some carried interest being treated as ordinary income, which would increase the amount of taxes that Carlyle’s employees and other key personnel could be required to pay. Further, Congress has previously considered legislation that would treat carried interest as ordinary income for U.S. federal income tax purposes. Enactment of this legislation could cause Carlyle’s investment professionals to incur a material increase in their tax liability with respect to their entitlement to carried interest. In addition, other countries could clarify or modify their tax treatment of carried interest. This might make it more difficult for Carlyle to incentivize, attract and retain these professionals, which may have an adverse effect on Carlyle’s ability to achieve the investment objectives of the Advisory Clients. In addition, this can create a conflict of interest as the tax position of Carlyle may differ from the tax

positions of the Advisory Clients and/or the investors and therefore, these rules may have an additional impact on the investment decisions made by the Advisory Clients, including with respect to decisions on the timing and structure of dispositions and whether to pursue other realization events during the holding period of an investment such as non-liquidating distributions. For example, Carlyle has an incentive to cause an Advisory Client to hold an investment for at least three years in order to obtain lower tax rates on carried interest gains even if there are attractive realization opportunities earlier than three years. Furthermore, there is a material risk that regulatory agencies in the United States, Europe, Asia, or elsewhere may adopt burdensome laws (including tax laws) or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the alternative asset management (including public or private markets) industry, or other changes that could adversely affect alternative investment firms and the funds they sponsor, including an Advisory Client. In addition, and in particular in light of the changing global regulatory climate, Advisory Clients may be required to register under certain foreign laws and regulations, and need to engage distributors or other agents in certain non-U.S. jurisdictions in order to market to potential investors, which may generally limit an Advisory Client’s ability to raise capital and/or increase the costs and expenses borne by the investors in such Advisory Clients. Furthermore, the OECD (as defined below) has proposed changes to numerous long-standing principles through its base erosion and profit shifting project (“BEPS”). Several of the proposed measures, including measures covering treaty abuse, the deductibility of interest expense, local nexus requirements, transfer pricing and hybrid mismatch arrangements are potentially relevant to investment structures and could have an adverse impact on each Advisory Client and investors. In addition to BEPS, the EU (as defined below) has adopted the Anti-Tax Avoidance Directive that addresses many of the items of BEPS, including hybrid mismatch rules and interest deduction limitations, which such rules could have an adverse tax impact on Advisory Clients and investors. The AntiTax Avoidance Directive includes rules targeting reverse hybrids, and the domestic laws that implement them are extensive, complex and could apply to a wide range of scenarios. While certain countries have issued guidance on the application of these rules, the impact of these rules and their application to our entities remains uncertain. The OECD is also leading work on proposals based on two “pillars” involving the reallocation of taxing rights (“Pillar One”) and ensuring all companies pay a global minimum corporate tax (“Pillar Two”) which, if implemented, could fundamentally change the international tax system. The OECD recently announced a “side-by-side” system under which U.S.-parented groups would be able to elect to be effectively exempt from certain of the Pillar Two rules, together with certain simplifications to the existing rules. The details of such amendments and the “side-by-side” system remain the subject of further discussions and clarifications from the OECD, and the implementation of such system by the OECD member countries remains uncertain. Subject to the development and implementation of both Pillar One and Pillar Two (including the details of any domestic legislation, double taxation treaty amendments and multilateral agreements that may be necessary to implement them), effective tax rates could increase for Advisory Clients or their subsidiaries or limited partners, including by way of higher levels of tax being imposed, possible denial of deductions, increased withholding taxes and/or profits being allocated differently.

Phantom Income Each U.S. investor will be, and a non-U.S. investor may be, required to take into account its distributive share of all items of partnership income, gain, loss, deduction and credit, whether or not distributed. Because of the nature of the investment activities of a Carlyle-sponsored investment vehicle, such investment vehicle may generate taxable income in excess of cash distributions to investors and no assurance can be given that a Carlyle-sponsored investment vehicle will be able to make cash distributions to cover such tax liabilities as they arise. No Internal Revenue Service Rulings Carlyle-sponsored investment vehicles generally will not seek rulings from the U.S. Internal Revenue Service (the “IRS”) with respect to any U.S. federal income tax considerations. Thus, positions to be taken by the IRS as to tax consequences could differ from positions taken by such investment vehicles. Absence of Regulatory Oversight Notwithstanding that CIM is registered as an investment adviser under the Advisers Act, and that certain Advisory Clients may be considered similar in some ways to an investment company, such investment vehicles are not required and do not intend to register as such under the 1940 Act and, accordingly, investors are not afforded the protections of the 1940 Act. Litigation In the ordinary course of business, Carlyle is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Absence of Recourse Each Advisory Client’s governing documents will include exculpation, indemnification and other provisions that will limit the circumstances under which the general partner of an Advisory Client, CIM and others can be held liable to an Advisory Client. Additionally, certain service providers to an Advisory Client and its general partner, CIM, their respective affiliates and other persons, including, without limitation, the members of the Investor Advisory Committee, members of the investment committee of an Advisory Client’s general partner (or other similar managing fiduciary) and placement agents and finders, may be entitled to exculpation and indemnification (in certain cases on terms more favorable to them than those available to indemnitees as provided under an Advisory Client’s governing documents generally). As a result, the investors may have a more limited right of action in certain cases than they would in the absence of such limitations. Indemnification Each Advisory Client generally will be required to indemnify its general partner (or equivalent parties), its investment adviser, certain service providers and their respective affiliates and certain other persons associated with Carlyle and/or the operation of such investment vehicle and its investment activities for liabilities incurred in connection with the affairs of such Advisory Client,

including, for example and where permitted by such Advisory Client’s governing agreements, placement agents and other similar finders and consultants in connection with the offering of interests in an Advisory Client. Where applicable, members of an Investor Advisory Committee of such investment vehicle will also be entitled to the benefit of certain indemnification and exculpation provisions. Such indemnification obligations may be material and have an adverse effect on the returns to the investors in an Advisory Client. The indemnification obligation of such Advisory Client (including advancement of expenses in connection therewith) would be payable from its assets, including the unpaid capital commitments of the investors therein and if the assets of such Advisory Client are insufficient, the applicable general partner may recall distributions previously made to the applicable investors to fund indemnification obligations (subject to certain limitations set forth in the governing agreement of such Advisory Client). Certain investments may require a joint and several indemnity to a third party with uncapped liability. Furthermore, as a result of, and subject in all cases to, the provisions contained in the governing agreement of an Advisory Client, an Advisory Client’s general partner’s (or equivalent parties’) duties to the Advisory Client and investors in such Advisory Client are more limited than they would be in the absence of such limitations. It should be noted that Advisory Client’s may, at their expense (unless the general partner of such Advisory Client elects to pay such expenses), purchase insurance for such Advisory Client, its general partner, CIM and their associated employees, agents and representatives. In addition, because the Advisory Client may advance the costs and expenses of an indemnitee pending outcome of the particular matter, there may be periods where an Advisory Client is advancing expenses to an individual or entity with whom such Advisory Client is not aligned or is otherwise an adverse party in a dispute. Moreover, in its capacity as general partner of an Advisory Client, such general partner will, notwithstanding any actual or perceived conflict of interest, be the beneficiary of any decision by it to provide indemnification (including advancement of expenses). In addition, the general partner of an Advisory Client, an Advisory Client and its portfolio companies are generally obligated to indemnify certain counterparties (e.g., custodians, administrators, joint venture partners or other service providers) under various agreements entered into with such persons against any liability that they or their respective affiliates may incur in connection with their relationship with an Advisory Client and/or such portfolio company. For example, an Advisory Client is expected to enter into agreements with joint venture partners and operating partners under which such parties will be entitled to indemnification from such Advisory Client under certain circumstances (subject to customary carve-outs for “bad acts” by such party), including with respect to sanctions, fines or penalties, including civil damage actions, imposed in connection with their activities related to such an Advisory Client or its investments. See also “Service Providers and Deal Sourcers” below. Follow-On Investments An Advisory Client may be called upon to provide follow-on funding for its portfolio companies or have the opportunity to increase its investment in such portfolio companies. There can be no assurance that an Advisory Client will wish to make follow-on investments (whether for diversification, legal, tax, regulatory, accounting or other reasons) or that it will have sufficient funds to do so. Any decision by an Advisory Client not to make follow-on investments or its inability to make them may have a substantial negative impact on a portfolio company in need of

such an investment or may dilute an Advisory Client’s interest in a portfolio company, thereby diminishing its ability to influence the portfolio company’s future development. Additionally, if multiple Advisory Clients are invested in the same portfolio company and a follow-on investment opportunity arises, if one or more of such Advisory Clients decide not to pursue such follow-on investment, then, subject to the governing agreement of such Advisory Clients, the follow-on investment may be allocated to the other Advisory Clients, which can be expected to be dilutive to the non-participating Advisory Client’s interest in the portfolio company. Furthermore, an Advisory Client that participates in a follow-on investment in a portfolio company also held by another Advisory Client may benefit from the initial due diligence undertaken by the original Advisory Client and from operational or other information about such portfolio company acquired from the original Advisory Client’s portfolio company investment. Although such benefitting Advisory Client will likely conduct its own diligence and incur expense, it will not be required to reimburse the original Advisory Client for expenses incurred in connection with the original research regarding the portfolio company. An investment by an Advisory Client in a portfolio company in which another Advisory Client invests at a later stage may be made at a higher or lower valuation than the original portfolio company investment and may dilute the original Advisory Client’s interest in such portfolio company. Recycling; Reinvestment Under certain circumstances, proceeds distributable (or previously distributed) to the investors in a Carlyle-sponsored investment vehicle may be retained and reinvested (or recalled for reinvestment) by its general partner (or similar managing fiduciary) or used (or recalled for use) by its general partner. Accordingly, due to the recycling of capital commitments, an investor may, in certain circumstances, be required to fund an aggregate amount in excess of its capital commitment during the term of such investment vehicle, and to the extent such recalled or retained amounts are reinvested in investments, an investor will remain subject to investment and other risks associated with such investments. Failure to Make Capital Contributions If an investor fails to pay when due installments of its commitment or other of its payment obligations to a Carlyle-sponsored investment vehicle when due, and the capital contributions and/or other payments made by non-defaulting investors and borrowings by such investment vehicle are inadequate to cover the defaulted capital contribution, a Carlyle-sponsored investment vehicle may be unable to pay its obligations when due. As a result, such investment vehicle may be subjected to significant penalties that could materially adversely affect the returns to the investors (including non-defaulting investors). If an investor defaults, it may be subject to various remedies as provided in the governing documents of an Advisory Client, including, without limitation, a forfeiture of its interests therein, preclusion from further investment in the Advisory Client and participation in further investments by the Advisory Client, reductions in its capital account balance and a forced sale of its interest therein at a discount. The general partner of the Advisory Client may, subject to certain limitations, require an additional funding of capital contributions from the non-defaulting investors to fund the shortfall caused by a defaulting investor. A default by an investor may also limit the Advisory Client’s ability to incur borrowings and avail

itself of what would otherwise have been available credit. Investors in an Advisory Client may be controlled by Carlyle, to the effect that Carlyle controls whether the investor funds required capital contributions or other payments to an Advisory Client. To the extent such an investor does not so fund required capital contributions or other payments, Carlyle may elect not to impose default remedies under the governing documents of the Advisory Client. If any failure to fund relates to the actions or inactions of a third-party investor in such investor, Carlyle may elect to impose default remedies under the governing documents of such investor in lieu of at the Advisory Client. Investors in an Advisory Client may include other Carlyle-sponsored investment vehicles. The general partner of an Advisory Client does not expect to impose default remedies under such Advisory Client’s governing agreement on any such other Carlyle-sponsored investment vehicle where Carlyle is in control of whether such other Carlyle-sponsored investment vehicle funds required capital contributions and/or other payments. Other Carlyle-Sponsored Invest Vehicles as Limited Partners Another Carlyle-sponsored investment vehicle which is itself an Advisory Client may hold interests in an Advisory Client and, although Carlyle controls such other Carlyle-sponsored investment vehicle, the beneficial owner or owners may be permitted to exercise such other Carlyle-sponsored investment vehicle’s voting rights in respect of an Advisory Client. In such a case the other Carlyle-sponsored investment vehicle will vote its interests in an Advisory Client in the manner directed by the beneficial owner or owners of such other Carlyle-sponsored investment vehicle and such other Carlyle-sponsored investment vehicle will not be considered an affiliate of Carlyle for purposes of the voting provisions of a partnership agreement. Dilution from Subsequent Closings Where applicable, investors subscribing for interests at subsequent closings of a Carlyle-sponsored investment vehicle generally will participate in existing investments, diluting the interest of existing investors therein. To the extent such existing investments were funded by capital contributions from existing investors and not funded off of one or more of an Advisory Client’s revolving credit facilities, such subsequent closing investors generally will be required to contribute their pro rata share of capital contributions for such existing investments (plus an additional amount thereon), there can be no assurance that this payment by subsequent closing investors will reflect the fair value of such investment vehicle’s existing investments at the time such additional investors subscribe for interests. Distributions In-Kind Although, under normal circumstances, an Advisory Client intends to make distributions in cash, it is possible that under certain circumstances (including the winding up and dissolution of an Advisory Client) distributions may be made in-kind and could consist of securities (or other instruments) for which there is no readily available public market or securities of entities unable to meet required interest or sinking fund payments. In addition, a general partner may offer each investor the opportunity to affirmatively elect to receive an in-kind distribution of securities or interests that are not marketable or are otherwise illiquid with respect to all or any portion of any

investment that a general partner had otherwise determined to liquidate and distribute as cash, subject to the terms of a partnership agreement. At the time of any such distribution, such securities may be experiencing periods of limited liquidity, price volatility or a decline in market value and may have certain investment and transfer restrictions limiting marketability. The ability of investors to liquidate positions in such securities is subject to these and other risks, and investors must be prepared to hold such securities for an extended period of time. In-kind distributions of investments may comprise, among other things, interests in one or more investment vehicles or special purpose vehicles holding the financial instruments or participations in the financial instruments which are being held or that were held by an Advisory Client. The value of the securities distributed may be difficult to assess and may increase or decrease before such securities are sold, and such investor will incur transaction costs in connection with the sale of any such securities. There can be no assurance that the value of such investments will ultimately be realized. Additionally, securities distributed to an investor may not be readily marketable or saleable and may have to be held by such investor for an indefinite period of time. The risk of loss and delay in liquidating these securities will be borne by the investor, with the result that such investor may ultimately receive less cash than it would have received if it had been paid in cash. In addition, when securities are distributed to investors in-kind, such investors may then become debt or minority equity holders in the issuer and may be unable to protect their interests effectively. See also “Carried Interest” below. To the extent a general partner agrees to arrange for the sale of any securities that would otherwise be distributed in-kind on behalf of and for the account of an investor and distribute the proceeds of such sale to such investor, a general partner will be deemed to have satisfied such obligations if the general partner or its affiliates assist an investor in establishing a brokerage account with a brokerage firm to which such securities are transferred pursuant to an arrangement with such brokerage firm to sell such securities on behalf of an investor for cash. Diverse Investor Group Investors at times will have conflicting investment, tax and other interests with respect to their investments in a Carlyle-sponsored investment vehicle. As a consequence, conflicts of interest may arise in connection with decisions made by the general partner (or similar managing fiduciary) or investment adviser or collateral manager of such investment vehicle, including with respect to the nature, structuring or sale of investments, that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. For example, investors may be given the opportunity to invest in certain investments indirectly through an entity treated as a corporation for U.S. federal income tax purposes (a “Corporation”) rather than through an entity treated as a partnership for U.S. federal income tax purposes. While investing through a Corporation may provide certain tax benefits to certain investors, the investment returns of investors that invest through a Corporation may be less than the investment returns received by other investors. It is also possible that a Carlyle-sponsored investment vehicle may seek to sell shares of the Corporation in connection with the disposition of an investment, which would likely provide certain benefits to investors participating through the Corporation but may result in total sales proceeds which are lower than such proceeds otherwise would be had the sale not been structured in part as a sale of shares of the Corporation. Nonetheless, in such case such reduced sales price may be borne by all the investors participating in the investment and not just those

investors who participated in the investment through the relevant Corporation. In other circumstances, the acquirer may pay less on a per unit basis for the shares of the Corporation as compared to the underlying assets (and in certain cases the quantum of the reduction may not be specified by the applicable purchaser and may be determined by Carlyle in good faith). In those instances where the acquirer pays less on a per unit basis for the shares of the Corporation, Carlyle may nonetheless be entitled to receive the same amount of carried interest it would have received had the shares of the Corporation not been sold. Accordingly, Carlyle will have a conflict of interest in circumstances where shares of the Corporation are intended to be sold in determining the quantum of the reduction in sales proceeds attributable due to the sale of shares of the Corporation, as well as whether or not the reduction should be borne solely by the investors participating through the Corporation. Public Disclosure Some of the interests in Advisory Clients will be held by investors, such as public pension plans and listed investment vehicles, which are subject to public disclosure requirements. The amount of information about their investments that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that disclosure of confidential information relating to such Advisory Client or its portfolio companies results from interests being held by public investors, such Advisory Client may be adversely affected, including the Advisory Client’s competitive advantage in finding attractive investment opportunities. The Advisory Client may, in order to prevent any such potential disclosure, withhold information otherwise to be provided to such public investors. Conversely, potential future regulatory changes applicable to investment advisers and/or the accounts they advise could result in Carlyle and/or the Advisory Client becoming subject to additional disclosure requirements, the specific nature of which is as yet uncertain. Limited Access to Information Investors’ rights to information regarding certain Advisory Clients will be specified, and strictly limited, in such investment vehicle’s subscription, governing or offering documents. The general partner (or other similar managing fiduciary) of an Advisory Client may also withhold information to preserve legal privilege, including in situations involving privilege to which Carlyle, and not the Advisory Client, may be entitled. No Market for Interests; Restrictions on and Limitations Relating to Transfers and Withdrawal An investment in an Advisory Client typically requires a long-term commitment, with no certainty of return. Interests in private fund Advisory Client vehicles have not been registered under the Securities Act, or applicable securities laws of any U.S. state or the securities laws of any other jurisdiction and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and any other applicable securities laws or an exemption from such registration is available. There is no market for the interests in such investment vehicles and one is not expected to develop. An investor will not be permitted to directly or indirectly sell, assign, pledge, charge, grant security over, mortgage, hypothecate, encumber, exchange, substitute or otherwise transfer

its interest in whole or in part (including any right to receive distributions or allocations in respect of such interest in an Advisory Client), whether voluntarily, involuntarily, by merger, by operation of law or otherwise, any of its rights or obligations with respect to its interests without the prior written consent of the general partner (or other similar managing fiduciary) of such applicable Advisory Client, which consent may be given or withheld in accordance with the governing documents of such Advisory Client, and transfers are also subject to the other terms and conditions of the governing documents of such Advisory Client. In addition, the general partner of an Advisory Client may condition its consent to any sale or transfer of an investor’s interest in such Advisory Client on the transferee or transferor making an unrelated investment in another Advisory Client, or on other matters which are solely in the interests of the general partner or Carlyle. Accordingly, Carlyle may condition its consent to any transfer of an investor’s interest or influence the set of potential transferees who may acquire an interest from an investor that is seeking to transfer, which may affect the terms on which such transfer is completed, including by reducing the transfer price. Any transfer by an investor to a person other than an affiliate of such investor with substantially the same beneficial ownership generally will be subject to a right of first refusal for the benefit of the general partner of the Advisory Client (which right is generally transferable to an affiliate of such general partner, including their respective employees). The general partner (or its affiliate or any respective employee) may exercise such right of first refusal with respect to an investor’s interest to subsequently transfer such acquired interests to one or more third parties that are unaffiliated with Carlyle, or from time to time, to an affiliate of Carlyle or other Advisory Clients, including Advisory Clients that invest alongside one another as part of such other Advisory Client’s overall investment strategy and/or in light of portfolio composition considerations. Such general partner may further be incentivized to exercise its right of first refusal in connection with syndicating such acquired interest to an affiliate or an Advisory Client if such general partner believes that the interests are being sold at a price below their fair market value. Such general partner will have no obligation to notify investors generally if it chooses to exercise its right of first refusal in the foregoing manner. Except in extremely limited circumstances, withdrawals from an Advisory Client will not be permitted. Investors therein must be prepared to bear the risks of owning interests in an Advisory Client for an indefinite period of time. In extraordinary and very limited circumstances that are set out in the governing documents of such Advisory Client, generally where the continued involvement of the investor with the Advisory Client creates a material adverse effect in respect of the Advisory Client, the general partner, the investment advisor, any portfolio company, or any of their affiliates or for the investor in certain limited circumstances, an investor may be required to withdraw, or may be permitted to withdraw, in respect of some or all of its interest in such Advisory Client. With respect to an investor that seeks consent from the general partner of an Advisory Client to transfer its interests, it should be expected that as a condition to such transfer such investor will be required to pay and bear the out-of-pocket costs and expenses of the general partner of an Advisory Client, CIM and their affiliates in connection with reviewing and processing such proposed transfer. This includes the costs and expenses of legal counsel to the general partner of an Advisory Client, CIM and their affiliates which costs and expenses may be material. Because the rates for such legal counsel are high, transfer costs are likewise high, and could be significantly more depending on the circumstances. Prospective investors in any Carlyle-sponsored investment vehicle should also note that to the extent any costs and expenses incurred in connection with a

transfer are not paid by the transferring investor and its proposed transferee, such costs and expenses could be borne by an Advisory Client. FATCA and CRS The Foreign Account Tax Compliance Act (“FATCA”) requires all entities in a broadly defined class of foreign financial institutions (“FFIs”) to comply with a complicated and expansive reporting regime or be subject to a 30% U.S. withholding tax on certain U.S. payments and requires non-U.S. entities which are not FFIs to either certify they have no substantial U.S. beneficial ownership or to report certain information with respect to their substantial U.S. beneficial ownership or be subject to a 30% U.S. withholding tax on certain U.S. payments. FATCA also contains complex provisions requiring participating FFIs to withhold on certain “foreign passthru payments” made to nonparticipating FFIs and to holders that fail to provide the required information. The definition of a “foreign passthru payment” is still reserved under the current U.S. Treasury Regulations; however, the term generally refers to payments that are from non-U.S. sources but that are “attributable to” certain U.S. payments as described above. Under proposed U.S. Treasury Regulations on which taxpayers may rely, withholding on these payments is not set to apply before the date that is two years after the date of publication of final U.S. Treasury Regulations defining the term “foreign passthru payment.” In general, non-U.S. investment funds, such as any non-U.S. Carlyle-sponsored investment vehicle advised by CIM or underlying entities in which such vehicle invests, may be considered FFIs. The reporting obligations imposed under FATCA require FFIs to enter into agreements with the IRS to obtain and disclose information about certain investors to the IRS or, if subject to an Intergovernmental Agreement (“IGA”), register with the IRS. IGAs are generally intended to result in the automatic exchange of tax information through reporting by an FFI to the government or tax authorities of the country in which such FFI is domiciled, followed by the automatic exchange of the reported information with the IRS. These reporting requirements may apply to underlying entities in which an Advisory Client invests and the Advisory Client may not have control over whether such entities comply with the reporting regime. Any amounts withheld pursuant to FATCA that are allocable to an investor may, in accordance with the governing document of such Advisory Client, be deemed to have been distributed to such investor to the extent the taxes reduce the amount otherwise distributable to such investor. Prospective investors in any Carlyle-sponsored investment vehicle should consult their own tax advisors regarding all aspects of FATCA as it affects their particular circumstances. In addition, the Organisation for Economic Cooperation and Development (the “OECD”) has developed Common Reporting Standard (“CRS”) rules for the automatic exchange of FATCAlike financial account information amongst OECD member states. Like FATCA, CRS imposes certain due diligence, documentation and reporting requirements on various Carlyle entities. While CRS does not contain a potential withholding requirement, non-compliance could subject Carlyle to certain reputational harm. Moreover, compliance with such regimes could result in increased administrative and compliance costs and could subject certain CIM-sponsored investment entities to increased non-U.S. withholding taxes. Partnership Audit Legislation

U.S. federal income tax audits of partnerships are conducted at the partnership level, and, unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. There can be no assurance that a Carlyle-sponsored investment vehicle will be eligible to, or will, make an election under the alternative procedure, and if such vehicle does not or is not able to make such an election, then (1) its then-current investors, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had such vehicle elected the alternative procedure, and (2) a given investor may indirectly bear taxes attributable to income allocable to other investors or former investors, including taxes (as well as interest and penalties) with respect to periods prior to such investor’s ownership of interests. Amounts available for distribution to investors may be reduced as a result of a Carlyle-sponsored investment vehicle’s obligations to pay any taxes associated with an adjustment. Valuation of Advisory Client Interest and Investments Because there is significant uncertainty as to the valuation of illiquid investments, the values of such investments may not necessarily reflect the values that could actually be realized by an Advisory Client. Under certain conditions, an Advisory Client may be forced to sell investments at lower prices than it had expected to realize or defer, potentially for a considerable period of time, sales that it had planned to make. In addition, under limited circumstances, the general partner of such Advisory Client may not have access to all material information relevant to a valuation analysis with respect to an investment. As a result, the valuation of such Advisory Client’s investments, and as a result the valuation of the interests themselves, may be based on imperfect information and is subject to inherent uncertainties. Valuation also entails subjective determinations, judgments and opinions by Carlyle, and presents certain conflicts of interest. See “Valuations of Investments” below. Also see the risk factors above discussing market conditions and turmoil in the global financial markets for an additional discussion of the potential impact such market conditions may have on asset prices and valuations for Advisory Clients and their potential or existing investments and portfolio companies. Secondary Transactions CIM could propose to an Advisory Client’s Investor Advisory Committee or investors one or more transactions that would enable such investors to monetize or restructure all or a portion of their interests in an Advisory Client, including through the use of a continuation vehicle (each such transaction, a “Secondary Transaction”). The sale of an investment to a continuation vehicle could result in certain investors, the general partner of an Advisory Client and/or members of CIM (including employees and affiliates) disposing of their investments in the underlying assets at a different time than some or all investors of such an Advisory Client and otherwise taking actions with respect to such investments that are different than the actions taken by other investors. CIM could be subject to other conflicts of interests in connection with a Secondary Transaction (whether ultimately completed or not), including with respect to investment valuations, allocation of fees and expenses and the offering of investment opportunities to an Advisory Client and co-investors.

SPAC From time to time, an Advisory Client may form a SPAC for the purposes of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The managers of the SPAC will have different financial incentives as compared with CIM and the Advisory Client. This may create a conflict of interest. In addition, certain CIM personnel may serve as board members of a SPAC (whether formed by an Advisory Client or otherwise). Although these individuals will continue to devote their time and attention to the investment activities of the Advisory Clients, they will have other obligations with respect to the SPACs as board members. In addition, such personnel may regularly obtain confidential information regarding various target companies and other investment opportunities which would be imputed to Carlyle. Therefore, if CIM personnel receive confidential information with respect to a company, Advisory Clients may face certain restrictions on their ability to pursue a transaction with that company or dispose of an investment. Certain fees received by CIM or its affiliates in respect of a SPAC may not be subject to the management and/or advisory fee offset provisions or otherwise shared with an Advisory Client or its investors. In addition, a SPAC formed by Carlyle or its affiliates (and not otherwise by an Advisory Client) may consummate an investment opportunity that would otherwise be made by an Advisory Client. Expenses In certain instances, an Advisory Client will bear expenses related to a portfolio company that will not be borne by other owners or investors in such portfolio company (including co-investors or coinvestment funds). Such expenses that an Advisory Client may solely bear include the Global Portfolio Solutions Costs even if a portfolio company and other owners or investors in such portfolio company also benefit from the services and support of the Global Portfolio Solutions team. In addition to the generally-applicable material risks described above, CIM’s significant investment strategies involve additional material risks. The risks for some or all of the investment strategies listed below are applicable to certain Advisory Clients that are designed to invest across Carlyle’s platform, which may include Retail Vehicles as defined below. The following is a list of additional material risks that are generally applicable to these investment strategies (and while grouped under particular investment strategies, certain risks may also apply to other strategies): Global Private Equity: Buyout General Buyout Strategy Risk for Control Investments The exercise of control over a portfolio company, which often results from a leveraged buyout, imposes additional risks of liability for environmental damage, social and governance issues, workplace accidents, product defects, failure to supervise and other types of related liability. If such liabilities are to arise, an Advisory Client may suffer a loss, which may be complete, on its

investment. Concentration Risk The portfolio of an Advisory Client may be concentrated in a limited number of portfolio companies and industries. Beyond asset diversification requirements or concentration limitations set forth in an Advisory Client’s applicable governing documents or contractual agreements, Advisory Clients do not have fixed guidelines for diversification and investments may be concentrated in relatively few industries. As a result, the aggregate returns realized may be significantly adversely affected if a small number of investments perform poorly or if the Advisory Client needs to write down the value of one or more investments. Additionally, a downturn in any particular industry in which the Advisory Client is invested could also significantly impact the aggregate returns realized. Reliance on Portfolio Company Management Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although CIM (and any relevant CIM sub-adviser) and the relevant general partner (or similar managing fiduciary) of the applicable Advisory Client will be responsible for monitoring the performance of each investment, there can be no assurance that the existing management team, or any successor, will be able to successfully operate a portfolio company in accordance with the applicable Advisory Client’s plans. Additionally, while it is the intent of the general partner of an Advisory Client that the Advisory Client generally invest in companies with proven operating management in place, there can be no assurance that such management will continue to be employed by the portfolio company and will continue to operate successfully throughout the life of the investment. As such, portfolio companies need to attract, retain and develop executives and members of their management teams. The market for executive talent can be, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of their management teams and, as a result, an Advisory Client may be adversely affected thereby. Risks in Effecting Operating Improvements In some cases, the success of an Advisory Client’s investment strategy will depend, in part, on the ability to restructure and effect improvements in the operations of an investment. The activity of identifying and implementing restructuring programs and operating improvements at investments entails a high degree of uncertainty. There can be no assurance that Carlyle will be able to successfully identify and implement such restructuring programs and improvements. Companies in certain industries in which an Advisory Client expects to invest, for example, in the healthcare sector, will be subject to additional pressures to continuously upgrade their facilities through ongoing renovations and capital improvements in order to stay competitive. There is no assurance that a company’s management team will undertake such capital improvements or that cash flow and reserves from operations will be adequate to meet costs of such improvements. In these circumstances, an Advisory Client may be required to provide additional funding and may be adversely affected thereby.

Investments in Highly Leveraged Companies; Use of Leverage; Risk of Borrowing by an Advisory Client Investments may involve varying degrees of leverage, which could magnify the impact of circumstances such as unfavorable market or economic conditions, operating problems and other changes that affect the relevant portfolio company or its industry, resulting in a more pronounced effect of such circumstances on the profitability or prospects of such companies. Moreover, rising interest rates will, unless such rates are fixed pursuant to the terms of any such indebtedness, significantly increase investments’ interest expenses, causing losses and/or the inability to service debt levels. Principal and interest payments on indebtedness will have to be made regardless of the sufficiency of cash flow from the investments. In addition, to the extent there is not ample availability of financing for leveraged transactions (e.g., due to adverse changes in economic or financial market conditions or a decreased appetite for risk by lenders), such Advisory Client’s ability to consummate certain transactions could be impaired. The general partner of an Advisory Client may also cause an Advisory Client to incur investment vehicle-level debt (subject to the limitations set forth in the governing agreement of the relevant Advisory Client), such as debt resulting from bridge financings, subscription facilities or assetbacked facilities, repurchase agreements, financing transactions from prime brokers or custodians, short-sales and/or hedging activities, which debt may be in addition to, or in lieu of (or a replacement for), debt at the asset level, and borrowings may be secured by assignment of the obligations of the investors to make capital contributions to an Advisory Client and a security interest in some or all of the Advisory Client’s investments. Recourse debt, which an Advisory Client may have the right to obtain, may subject other assets of such Advisory Client to the risk of loss and its partners’ commitments to be called or some or all of its assets to be sold to satisfy such debt. Full or partial recourse debt may also limit the ability of an Advisory Client to effect a debt restructuring at or prior to maturity of the debt. To the extent that an Advisory Client co-invests with any vehicles managed or controlled by Carlyle, including any other Carlyle funds, vehicles and accounts (including vehicles formed for strategic investors, other third-party co-investors, Carlyle professionals or other qualified individuals to co-invest alongside such Advisory Client), the Advisory Client may incur indebtedness and guarantee obligations together with such vehicles on a joint and several or crosscollateralized basis (which may be on an investment-by-investment or portfolio-wide basis). While such arrangements may be joint and several or cross-collateralized with respect to the Advisory Client, such arrangements may not necessarily impose reciprocal joint and several or crosscollateralized obligations on such vehicles. As a result of the incurrence of indebtedness on a joint and several or cross-collateralized basis, the Advisory Client may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. Moreover, an Advisory Client could also lose its interests in performing investments in the event such performing investments are cross-collateralized with poorly performing or non-performing investments. Depending on the terms of the cross-collateralization and the performance of the underlying assets, it is possible that an Advisory Client may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings or credit support that are incurred on a cross-collateralized or

joint basis with other Advisory Clients but an Advisory Client will not receive compensation for bearing such risks for such other Advisory Clients. Further, to the extent a guarantee, borrowing or credit support is incurred by an Advisory Client on a cross-collateralized and/or joint and several basis with other Advisory Clients, such other Advisory Clients may have limited or no remaining unused capital commitments to fund their pro rata share of such borrowing, guarantee or credit support, in which case an Advisory Client could be obligated to contribute more than its pro rata share, or may be required to advance payment on behalf of such Advisory Clients, potentially for an unspecified period. An Advisory Client may also be obligated in some circumstances to reimburse other Advisory Clients (including vehicles formed to permit Carlyle professionals or other qualified individuals to co-invest alongside such Advisory Client) for their losses resulting from cross-collateralization of their investments with assets of such Advisory Client that are in default. An Advisory Client may (i) create an investment vehicle, contribute fund assets to such investment vehicle (or make investments directly or indirectly through such investment vehicles), and cause such investment vehicle to incur indebtedness or other obligations or (ii) cause multiple new or existing investment vehicles to incur indebtedness on a joint and several or cross-collateralized basis. Any arrangements entered into by such vehicles or entities (and not the Advisory Client itself), may not be considered indebtedness by such Advisory Client for purposes of the limits on indebtedness set forth in the governing agreement of such Advisory Client. In either case of (i) or (ii), such investment vehicle(s) may not be treated as a single investment for purposes of the investment limitations applicable to such Advisory Client even if multiple investments (or all) are pledged to, and at risk with respect to, indebtedness with respect to one single investment (even if the amounts involved are greater than any single-investment diversification limit set forth in the governing agreement of such Advisory Client). For the avoidance of doubt, proceeds held by such investment vehicles may be used to repay any such outstanding indebtedness or other credit obligations. The use of back leverage potentially enhances the return profile of the applicable investments and such Advisory Client overall, but also increases the risk of the applicable investments, including the risks associated with collateralized investments held through the same leverage facilities. Similarly, any other indebtedness or other obligations incurred by subsidiaries of an Advisory Client and certain types of indebtedness and other obligations incurred by such Advisory Client, including limited recourse or “bad boy” guarantees, primary obligations of other persons for which such Advisory Client is liable on a joint and several or cross-collateralized basis, letter of credit obligations and equity commitment letters will not be subject to or counted toward the limits on indebtedness that are set forth in the governing agreement of such Advisory Client. In addition, the borrowing utilized by an Advisory Client to leverage its investments, including in connection with a net-asset-value facility or hybrid facility, may be collateralized by any or all assets of such Advisory Client (and may be cross-collateralized with the assets of any parallel vehicle, subsidiary, financing vehicle or alternative investment vehicle of such Advisory Client or with the assets of any other affiliates or other persons and such entities may be held jointly and severally liable for the full amount of the obligations arising out of such borrowings). Accordingly, an Advisory Client may pledge or charge or otherwise grant security over all or any of its assets (including commitments of its investors) in order to borrow additional funds or

otherwise obtain leverage for investment or other purposes (including in support of the obligations of any parallel vehicle, subsidiary, financing vehicle or alternative investment vehicle of such Advisory Client or with the assets of any other affiliates or other persons). Certain restrictions on borrowings by an Advisory Client only apply to borrowings secured by unfunded commitments; accordingly, borrowings secured by other assets of such Advisory Client would not be subject to such restrictions. An Advisory Client may be permitted to enter into contractual arrangements, including deferred purchase price payments, staged funding obligations, earn outs, milestone payments, equity commitment letters, letters of credit and other forms of credit support, and other contractual undertakings such as indemnification obligations that obligate it to fund amounts to special purpose vehicles, portfolio companies or other third parties. Such arrangements may not be treated as indebtedness of the Advisory Client that are subject to limitations under the governing agreement of such Advisory Client even though these arrangements pose many of the same risks and conflicts associated with the use of leverage that the caps intend to address. In addition to secured financing arrangements, an Advisory Client could employ preferred financing arrangements or margin loans with respect to some or all of the investments of such Advisory Client (including, for the avoidance of doubt, causing intermediate vehicles or other persons to enter into margin loans or similar financings in respect of an Advisory Client’s investments). In such arrangements, a third party typically provides cash liquidity in exchange for the right to receive a return of such amount plus a preferred return thereon prior to the return of any additional proceeds to an Advisory Client. Such arrangements could be employed to accelerate distributions to the investors in an Advisory Client or to provide for additional capital for new or follow-on investments by an Advisory Client. These arrangements could result in an Advisory Client receiving a lower overall return of distributions than it would otherwise have received if, for example, an investment is held for a long period of time, resulting in a compounding preferred return in favor of the third-party financing provider, or where the proceeds of the financing are reinvested in investments that do not perform as well as the original investments that were subject to the financing arrangement. Such secured financing arrangements may not be treated as borrowings incurred by an Advisory Client for purposes of determining such Advisory Client’s compliance with the limitations on borrowings set forth in such Advisory Client’s governing documents. Certain Risks and Costs of Leverage Below an Advisory Client Even though it presents many of the same risks as Advisory Client-level borrowing, indebtedness of entities other than an Advisory Client will not be treated as Advisory Client-level borrowing for purposes of the governing agreements of such Advisory Client, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of an Advisory Client’s value are at risk. As a result, these borrowings will not be subject to any limitations on Advisory Client-level borrowing in applicable governing agreement. Since CIM has more flexibility to engage in these structures, CIM has an incentive to incur significant leverage at the level of holding companies beneath an Advisory Client. The negative performance of one asset may materially and adversely impact the performance of other investments or an Advisory Client

as a whole. Broad Investment Mandate Certain Advisory Clients within the buyout strategies have a broad investment mandate. Such Advisory Clients are permitted to invest in a wide range of industries, instruments, markets and countries and utilize various investment strategies without material limitations. The Advisory Client may make equity and/or debt investments that may or may not involve control or influence over an underlying portfolio company and the Advisory Client may invest in various types of assets. In addition, CIM’s experience with, and understanding of, industries may evolve over the term of an Advisory Client, resulting in a similar evolution of an Advisory Client’s investment objective. Global Private Equity: Growth Capital Risk of Investments in Less Established Companies An Advisory Client may invest a portion of its assets in less established companies and familyowned companies (and certain of the investments may be in businesses with little or no operating history). Investments in such less established or family-owned companies may involve greater risks than are generally associated with investments in more established companies. To the extent there is any public market for the securities held by the Advisory Client, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies and family-owned companies tend to have lower capitalizations and fewer resources, and therefore, are often more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. In addition, less mature companies and family-owned companies could be deemed to be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which an Advisory Client invests, such Advisory Client may suffer a partial or total loss of capital invested in that company. There can be no assurance that any such losses will be offset by gains (if any) realized on such Advisory Client’s other investments. Investments in Middle-Market Companies Investments in middle-market companies such as those that an Advisory Client may invest in, while often presenting greater opportunities for growth, may also entail larger risks than are customarily associated with investments in large companies. Middle-market companies may have more limited product lines, markets and financial resources, and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. In addition, future growth may be dependent on additional financing, which may not be available on acceptable terms when required. Furthermore, there is ordinarily a more limited marketplace for the sale of interests in smaller, private companies, which may make realizations of gains more difficult, by requiring sales to other private investors. In addition, the relative illiquidity of investments in private investment funds generally, and the somewhat greater illiquidity of private investments in middle-market

companies, could make it difficult for an Advisory Client to react quickly to negative economic or political developments. Global Credit Bankruptcy Risks Given that the investment strategies for Advisory Clients within Global Credit focus primarily on investments in debt, the related investments entail risks associated with bankruptcy. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances, which can result in challenges in predicting outcomes. The equitable power of bankruptcy judges also can result in uncertainty as to the ultimate resolution of claims. Security interests held by creditors are closely scrutinized and frequently challenged in bankruptcy proceedings and may be invalidated for a number of reasons. To the extent CIM personnel serve on an official or unofficial committee of a portfolio company, it increases the possibility that an Advisory Client will be deemed an “insider” or a “fiduciary” of such company and may restrict the Advisory Client’s trading of its investments in such company. Should such assistance be provided before a company enters bankruptcy proceedings, the bankruptcy court, under certain conditions such as a finding of fraud or inequitable conduct, may invoke the doctrine of “equitable subordination” with respect to any claim or equity interest held by the Advisory Client in such company and subordinate any such claim or equity interest in whole or in part to other claims or equity interests in such company. If a security interest is invalidated, the secured creditor loses the value of the collateral and because loss of the secured status causes the claim to be treated as an unsecured claim, the holder of such claim will almost certainly experience a significant loss of its investment. Below Investment-Grade Assets Involve Particular Risks An Advisory Client may invest in non-investment grade loans or interests in non-investment grade loans and high-yield debt securities, which are subject to liquidity, market value, credit, interest rate, reinvestment and certain other risks and generally will be subject to greater risks than investment grade corporate obligations and overall greater risk of timely payment of principal and interest. An Advisory Client may invest in loans, either through primary issuances or secondary transactions, including potentially on a synthetic basis. The value of an Advisory Client’s investment in loans may be detrimentally affected to the extent a borrower defaults on its obligations. There can be no assurance that the value assigned by CIM to collateralize an underlying loan can be realized upon liquidation, nor can there be any assurance that any such collateral will retain its value. Furthermore, circumstances could arise (such as in the bankruptcy of a borrower) that could cause an Advisory Client’s security interest in the loan’s collateral to be invalidated. Also, much of the collateral will be subject to restrictions on transfer intended to satisfy securities regulations, which will limit the number of potential purchasers if an Advisory Client intends to liquidate such collateral. The amount realizable with respect to a loan may be detrimentally affected if a guarantor, if any, fails to meet its obligations under a guarantee. There may be a monetary, as well as a time cost involved in collecting on defaulted loans and, if applicable, taking possession of various types of collateral. Finally, loans may become nonperforming for a variety of reasons. Non-performing debt obligations may require substantial

workout negotiations, restructuring or bankruptcy filings that may entail a substantial reduction in the interest rate, deferral of payments and/or a substantial write-down of the principal of a loan or conversion of some or all of the debt to equity. Lender Liability Considerations and Equitable Subordination A number of judicial decisions have upheld judgments of borrowers against lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Because of the nature of the assets in which an Advisory Client may invest, it may be subject to allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lender or bondholder (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Investing in Loans Involves Particular Risks An Advisory Client may acquire interests in loans either directly (by way of assignment from the selling institution) or indirectly (by purchasing a participation interest from the selling institution or through the acquisition of synthetic securities). Holders of participation interests and synthetic securities are subject to additional risks not applicable to a holder of a direct interest in a loan. Such risks might include risk that a counterparty other than the borrower is not creditworthy. Interest Rate Fluctuations General interest rate fluctuations may have a substantial negative impact on an Advisory Client’s investment and investment opportunities and accordingly may have an adverse effect on an Advisory Client’s investment objectives and the rate of return on invested capital. The securities and other instruments in which an Advisory Client will invest have valuations that are based on numerous factors, including specific company characteristics. However, such securities and other instruments are also susceptible to fluctuations in interest rates and, like treasury bonds, the prices of securities and other instruments can increase when interest rates fall and decline when interest rates rise. Investments in senior-secured loans through CLOs are sensitive to interest rate levels and volatility. Although CLOs are generally structured to mitigate the risk of interest rate mismatch, there may be some difference between the timing of interest rate resets on the assets and liabilities of a CLO. Such a mismatch in timing could have a negative effect on the amount of funds distributed to CLO investors. In addition, CLOs may not be able to enter into hedge agreements, even if it may otherwise be in the best interests of the CLO to hedge such interest rate risk. Furthermore, in the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses that may adversely affect a CLO’s cash flow, fair value of its assets and operating results.

The senior-secured loans underlying CLOs typically have floating interest rates. A rising interest rate environment may increase loan defaults, resulting in losses for the CLOs. Further, a general rise in interest rates will increase the financing costs of the CLOs. However, since many of the senior secured loans within these CLOs have applicable minimum interest rates, there may not be corresponding increases in investment income constraining distributions to investors in these CLOs. Investing in Structured Finance Obligations Involves Particular Risks An Advisory Client that invests in structured finance obligations may be subject to prepayment risk, credit risk, liquidity risk, market risk, structural risk, legal risk and interest rate risk (which may be exacerbated if the interest rate payable on a structured finance obligation changes based on multiples of changes in interest rates or inversely to changes in interest rates). CLOs are also subject to the risk that distributions from collateral assets will be inadequate to make interest or other payments and the quality of the collateral may decline in value, default or be downgraded. Investing in Synthetic Securities Involves Particular Risks A portion of the investments of an Advisory Client may consist of synthetic securities, the reference obligations of which may be leveraged loans, high-yield debt securities or similar securities. Investments in such types of assets through the purchase of synthetic securities present risks in addition to those resulting from direct purchases of such collateral obligations. With respect to each synthetic security, the Advisory Client will usually have a contractual relationship only with the counterparty of such synthetic security, and not the reference obligor on the reference obligation. As such, the Advisory Client may not have the rights or the ability to enforce rights of a typical lender. Risks Related to Holding CLO Interests The value of interests in CLOs generally will fluctuate with, among other things, the financial condition of the obligors/issuers of the underlying portfolio of assets of the related CLO (“CLO Collateral”), market conditions, general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Interests in CLOs are issued on a non-recourse basis, and holders of interests in CLOs must rely solely on distributions on the CLO Collateral or proceeds thereof for payment in respect thereof. If distributions on the CLO Collateral are insufficient to make payments on the interests in CLOs, no other assets will be available for payment of the deficiency and following liquidation of the CLO Collateral, the obligations of such issuer to pay such deficiency will be extinguished. The performance of a CLO may be adversely affected by a variety of factors, including the availability of any credit enhancement, the adequacy of and ability to realize upon any related collateral and the capability of the servicer or collateral manager of the securitized assets. There are also the risks that the trustee of a CLO does not properly carry out its duties to the CLO, potentially resulting in loss to the CLO. Mandatory Redemption of CLO Senior Tranches

Under certain circumstances, cash flows from CLO Collateral that otherwise would have been paid to the holders of its mezzanine CLO notes and equity will be used to redeem the related CLO senior notes pursuant to the applicable governing agreements. This could result in an elimination, deferral, or reduction in the interest payments, principal repayments or other payments made to investors who hold the senior or mezzanine notes of the CLOs, which would adversely impact their returns. Optional Redemption of CLO Senior Tranches An optional redemption by a CLO of its notes (which generally can be required at the request of a majority of the equity class as set forth in the applicable governing agreements) could require the collateral manager to liquidate positions more rapidly than would otherwise be desirable for the Advisory Client and its Investors, and could result in earlier than expected repayment of the notes, thereby reducing their duration and the amount of interest otherwise expected to be earned thereon. Global Private Equity: Real Estate Real estate investments may be particularly sensitive to adverse changes in economic and employment conditions, which may have adverse impacts on the availability of credit to businesses as well as on asset prices, including real estate, and more generally the public and private markets. Further, there is an increased risk of default in real estate investments in the event of slowing and/or idling of large segments of business activity which may occur during a public health or other emergency, and in particular, investments in the hospitality industry as well as the transportation, office and multifamily residential sectors could face material declines in demand, operating income (and increasing expenses) and/or the ability to maintain current rental rates, for example, and could face both increased governmental intervention and regulation (such as rent control legislation) and/or litigation in respect of current events. Industrial facilities are particularly sensitive to consumer trends relating to online and delivery shopping habits and the aforementioned risks generally are more relevant for and may have a greater impact on such facilities than the traditional brick and mortar facilities. Further, such investments may face decreased cash flows and may as a result, be unable to meet their debt obligations. Events that decrease demand for, and usage and/or occupancy of, certain property types or properties in certain areas, such as that which resulted during the COVID-19 pandemic, have in the past and may in the future result, in a decreased ability to generate revenue and cash flow, which in turn may adversely affect the value of an investment in such property types. Such effects have been (in the case of the COVID-19 pandemic), and may in the future be, material in nature, and the value of investments in such real estate asset classes have been (in the case of the COVID19 pandemic), may in the future be, adversely affected in particular. There is also no guarantee that any diminution in demand for certain types of real estate assets and investments (including those discussed above) which may occur during a pandemic or similar event will be wholly or even partially reversed following the conclusion of such pandemic or epidemic, and even if a complete reversal does occur, it may only happen after an extended period of time. Certain of CIM’s Advisory Clients are expected to invest in residential real estate assets, which

subjects the Advisory Client to particular economic and operating risks as well as potential legal risks. These risks relate to, among other things, supply of and demand for living space in the local market, wage and job growth in the local market, availability of mortgage financing and homeownership affordability (including the level of mortgage interest rates and availability of government incentives which may encourage residents to ultimately purchase rather than lease the homes), the generally short terms of residential leases, the presence of competing properties, the resident mix, state and local regulations, which may affect the Advisory Client’s ability to increase rent to the level of market rents for an equivalent home, government assistance/rent subsidy programs available in competing homes, tenant quality, the physical attributes of the building in relation to competing buildings, the types of services or amenities that the property or surrounding area provides and the property’s or the area’s reputation and access to transportation, among other factors. Further, ownership of single-family residential properties may become subject to legislation or regulations intending to limit, tax or penalize the ownership of, or transactions involving, single-family residential properties by private equity sponsors. CIM’s investment strategies in certain real estate sectors may depend on its ability to enter into satisfactory relationships with joint venture, operating, development or other partners. In addition, certain Advisory Clients are expected to rely in part on their joint venture or other operating partners in selecting and managing contractors, subcontractors and third-party service providers. There can be no assurance that Carlyle’s relationship with any existing joint venture partners, operators or developers will continue or that suitable joint venture partners, operators or developers will be found with respect to an Advisory Client’s investments. The failure to perform, bankruptcy, insolvency, default or other events relating to a joint venture partner, operator or developer, such as investigations or legal proceedings relating to the conduct of such joint venture partner, operator or developer (or relating to the service providers selected and engaged by such joint venture partner, operator or developer) could also harm CIM’s, the Advisory Client’s and/or an investment’s operations, reputation or value. Recently, a number of U.S. states are passing and implementing Foreign Ownership Laws. These laws could limit the Advisory Client’s ability to invest in certain properties or assets or impose burdensome notification requirements, operational restrictions, or delays in pursuing and consummating transactions. The effect of such laws could also result in the Advisory Client excluding from participation (in whole or in part) or requiring the withdrawal of certain Limited Partners (or certain categories of Limited Partners) from certain transactions. In addition, the U.S. government, and the governments of several U.S. states, are evaluating, implementing and/or have implemented measures, including legislative and executive actions, to regulate institutional and corporate investment in and ownership of residential property and it is expected that other similar actions may be taken by the states or other levels of government and that additional federal level actions could be taken in this regard. Such laws include proposals that could restrict certain entities, including certain Advisory Clients or their affiliates, from acquiring various types of residential real property, cap the number of units of residential property that may be owned by such entities, subject such entities to waiting periods prior to acquiring such properties, and/or require divestment of such properties, among other proposals and could have a material adverse effect on such Advisory Client’s ability to implement its investment approach and achieve its objective, including with respect to certain categories of residential property or within certain U.S. states

implementing such laws. Advisory Clients may make investments in non-performing, underperforming, or other troubled assets or undercapitalized real estate companies, which involve a degree of financial risk and are experiencing or are expected to experience severe financial difficulties, which may never be overcome and, as a result, may lead to a loss of some or all of the Advisory Client’s investment. Real Estate Risks Generally An Advisory Client that invests in real estate will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. These risks include, but are not limited to, the burdens of ownership of real property; general and local economic conditions; the supply and demand for properties and/or real estate values generally; changes in environmental and zoning laws; casualty or condemnation losses; changes in government statutes, regulations on regulatory action or regulatory interpretation at the federal, state or local level (such as vacancy control, rent control, pricing software or practices, price disclosure and climate change) and litigation from public or private parties relating thereto, and changes in market practices in consideration of the foregoing; decreases in property values; changes in the appeal of neighborhoods as well as particular properties to tenants or potential purchasers of such properties; changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding); energy and supply shortages; fluctuations in real estate fundamentals (including the average occupancy and operating income); the financial resources of tenants and defaults by tenants or borrowers; rent control legislations; changes in availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable; changes in building, environmental and other laws and/or regulations; political events; zoning laws; changes in real property tax rates and operating expenses; changes in interest rates; increased mortgage defaults; increases in borrowing rates; negative developments in the economy that depress travel or leasing activity; environmental liabilities; contingent liabilities on disposition of assets; claims by third parties, including adjacent landowners and homeowners’ associations; breaches by (or claims from) third parties in connection with their contractual rights and obligations, including ground lessors, ground lessees, landlords, tenants, partners and property managers; dependence on local operating partners; various uninsured or uninsurable risks; natural disasters, casualties, acts of God, terrorist attacks and war; and other factors which are beyond the control of the general partner or CIM. There can be no assurance that there will be a ready market for resale of investments because investments will generally not be liquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by the Advisory Client. Global Private Equity: Infrastructure and Natural Resources Volatility of Oil and Natural Gas Prices The performance of certain investments will be substantially dependent upon prevailing prices of oil and natural gas. Historically, the markets for oil and natural gas have been volatile, and such markets are likely to continue to be volatile in the future.

Power Contracts The income generated by certain power and energy assets may rely entirely on as few as a single long-term contract. If the costs to produce energy exceed the negotiated contract price or the counterparties to these material contracts cease to perform, do not renew or renew on unfavorable terms, the value of the underlying asset may be materially impaired. Infrastructure Investments Project revenues can be affected by a number of factors including economic and market conditions, political events, competition, regulation and the financial position and business strategy of customers. Unanticipated changes in the availability or price of inputs necessary for the operation of infrastructure assets may adversely affect the overall profitability of the investment or related project. Events outside the control of a portfolio company, such as political action, governmental regulation, demographic changes, economic growth, increasing fuel prices, government macroeconomic policies, toll rates, social stability, competition from untolled or other forms of transportation, natural disasters, changes in weather, a pandemic or other outbreaks of infectious disease, changes in demand for products or services, bankruptcy or financial difficulty of a major customer and acts of war or terrorism, could significantly reduce the revenues generated or significantly increase the expense of constructing, operating, maintaining or restoring infrastructure facilities. Energy Industry Risks Investments in the energy industry are subject to certain special risks, including the volatility of commodity prices, regulatory risk, regulatory approvals, political and social changes, documentation and other legal risk, sovereign risk, change of law, renewable energy policy risk, uncertainty of estimates, land title risk, construction risk, environmental matters, catastrophe risk, terrorist activities, climate change risk and new technology risk. See “Ongoing Turmoil in the U.S. and Global Financial Markets” for additional discussion on energy industry volatility. New Technology Risks Historically, technology changes in the energy sector have resulted in gradual incremental improvements with no disruptive technology impacts. However, there are currently a number of companies and scientific research institutions (including those supported by major venture capital firms and corporations) seeking to develop disruptive technologies designed to reduce dependence upon large-scale fossil fuel generation (for example, electric vehicles). In the event that a disruptive technology in the energy industry is successfully developed and implemented, an Advisory Client’s investments might be adversely affected. While an Advisory Client’s investments may benefit from such technologies, there can be no assurance that technology innovation will not favor properties of a type not held by the Advisory Client, which would competitively disadvantage the Advisory Client and possibly drive down the value of its assets. Global Private Equity: Life Sciences

Risks Associated with Clinical Co-Development (“CCD”) Investments Given the nature of CCD investments as compared to more traditional private equity investments, whether and to what extent a disposition of a portfolio asset occurs will be determined by the general partner of the Advisory Client. The exercise of such significant discretion by the general partner of the Advisory Client will have significant impact on such general partner’s entitlement to carried interest. For example, the Advisory Client’s portfolio assets may be considered “disposed” or “partially disposed” where the Advisory Client has fully realized its cost or realized a portion of the cost (i.e. received some or all of the expected payments in connection with an investment). For example, because the CCD strategy’s focus is to finance the development of a clinical asset for a pharmaceutical sponsor through Phase 3 trials (typically the final phase before a treatment is submitted for regulatory approval) and regulatory approval generally for a prenegotiated, structured return post regulatory approval, the fact that a portfolio asset has achieved Phase 3 approval may also be considered in determining whether a portfolio asset is realized or partially realized. If the milestone(s) required to receive proceeds related to the portfolio assets are not met or not expected to be met, then such asset may also be considered a realized investment since the Advisory Client does not expect to receive any future payments in connection with the investment. In relation to possible CCD investments in special purpose vehicles (“SPVs”) that finance late stage clinical trials: (i) such trials are financed at the risk of the relevant SPV. There is a risk that the clinical trial does not result in approval by a clinical regulatory agency as a result of failure to demonstrate efficacy, safety concerns, failure to recruit trial subjects or unforeseen regulatory concerns. If the clinical trial does not result in approval then it is highly likely that the Advisory Client will lose its entire investment in the project; (ii) such investments may be exposed to losses in the event that a counterparty fails to meet its obligation to make contractually agreed payments; (iii) if such a trial achieves approval by a clinical regulatory agency, the pharmaceutical partner’s payment obligations will usually extend over a number of years. It may be possible to improve rates of return by monetizing the payments but this may not always be possible. Discount rates achievable for selling the payment streams will be dependent on general interest rates, and if these increase then the proceeds achievable from monetization will reduce; and (iv) the returns available from successful clinical co-development transactions may be capped by the terms agreed with the counterparty. Competitive product launches may also erode future revenue of portfolio assets, or result in unanticipated product obsolescence. Carlyle and Abingworth cannot predict with accuracy the timing or impact of the introduction of competitive products that treat diseases and conditions like those treated by the product candidates of portfolio assets. In addition, competition from manufacturers of generic drugs, including from generic versions of competitors’ branded products that lose their market exclusivity, is expected to be a major challenge for the branded products of portfolio assets. Risks Associated with Life Science and Healthcare Companies Investments Life sciences and healthcare companies are subject to extensive regulation by the U.S. Food and Drug Administration, similar foreign regulatory authorities like the European Medicines Agency

and, to a lesser extent, other federal and state agencies. New and existing regulations, changing regulatory schemes and the burdens of regulatory compliance all may have a material negative impact on the performance of portfolio companies that operate in the healthcare and life sciences sector, which may adversely affect an Advisory Client’s performance. The general partner of an Advisory Client cannot predict whether new legislation or regulation governing this sector will be enacted by legislative bodies or governmental agencies, nor can it predict what effect such legislation or regulation might have. These companies are subject to the expense, delay, and uncertainty of the product approval process, and there can be no guarantee that a particular product candidate will obtain regulatory approval. In addition, the current regulatory framework may change or additional regulations may arise at any stage during the product development phase of an investment, which may delay or prevent regulatory approval or impact applicable exclusivity periods. Changes affecting the U.S. Department of Health and Human Services, the U.S. Food and Drug Administration and other regulatory authorities (including changes in funding, reductions in personnel, agency restructurings and reorganizations) may also impact or delay regulatory reviews and approvals. If a portfolio company is unable to obtain regulatory approval for a product candidate, or a product candidate does not obtain regulatory approval, in a timely fashion or at all, the value of the investment would be adversely impacted. Moreover, a clinical trial (including enrollment therein) or regulatory approval process for pharmaceuticals has and may in the future be delayed, otherwise hindered, or abandoned as a result of epidemics (including the COVID-19 pandemic), which could have a negative impact on the ability of the investment to engage in trials or receive approvals, and thereby could adversely affect the performance of the investment. In the event such clinical trials do not comply with the complicated regulatory requirements applicable thereto, such companies may be subject to regulatory actions, including clinical holds. Intellectual property often constitutes an important part of a life sciences company’s assets and competitive strengths, particularly for royalty monetization transactions. To the extent such companies’ intellectual property positions with respect to products in which an Advisory Client invests, whether through a royalty monetization or otherwise, are challenged, invalidated, or circumvented, the value of an Advisory Client’s investment may be impaired. The success of a life sciences investment depends in part on the ability of the biopharmaceutical or medical device companies in whose products an Advisory Client invests to obtain and defend patent rights and other intellectual property rights that are important to the commercialization of such products. The patent position of life science assets in many countries is highly uncertain and involves complex legal, scientific and factual questions. Patent disputes are frequent and can preclude commercialization of products, and patent litigation is costly and could subject a portfolio company to significant liabilities to third parties. The presence of patents or other proprietary rights belonging to other parties may lead to the termination of a product or service developed or to be developed by a portfolio company. There can be no assurance that competitors will not develop technologies substantially equivalent or superior to a portfolio company’s technologies. While piracy adversely affects portfolio company revenue, the impact on revenue from other jurisdictions could be significant, particularly in countries where laws are less protective of intellectual property rights. The absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights. The commercial success of products could be compromised if governmental or third-party payers

do not provide coverage and reimbursement, breach, rescind, or modify their contracts or reimbursement policies or delay payments for such products. In both the U.S. and foreign markets, the successful sale of a life sciences company’s product depends on the ability to obtain and maintain adequate coverage and reimbursement from third-party payers, including government healthcare programs and private insurance plans. Governments and third-party payers continue to pursue aggressive initiatives to contain costs and manage drug utilization and are increasingly focused on the effectiveness, benefits, and costs of similar treatments, which could result in lower reimbursement rates and narrower populations for whom the products in which an Advisory Client invests will be reimbursed by payers. For example, in the U.S., federal legislation has passed that modifies coverage, reimbursement, and pricing policies for certain products. Although certain components of such legislation have yet to be implemented or defined by regulatory agencies, such legislation may result in the unavailability of adequate third-party payer reimbursement to enable an Advisory Client to realize an appropriate return on its investment. The products of life sciences and healthcare portfolio companies may require substantial development efforts and may encounter unforeseen technological or scientific problems, which may force abandonment or substantial change in the development of a specific product or process, or technological change or product developments by others, any of which may have a material adverse effect on the portfolio company. Portfolio companies may further, as a result of rising trade barriers and tariffs, be unable to purchase, acquire or import active pharmaceutical ingredients and other ingredients and supplies required for the manufacture of their products, or may not be able to do so in a timely or cost-effective manner, which may delay or otherwise impact product development or commercialization or investment returns. Portfolio companies’ success in developing marketable products and achieving a competitive position will depend, in part, on their ability to retain qualified scientific and management personnel. Competition for such personnel is fierce, and no assurance can be given that portfolio companies will be able to retain such personnel. Products or processes that may be developed, licensed or sold by portfolio companies may expose them to potential liability from claims by end-users of such products or products manufactured by such processes, or by manufacturers or others selling such products, either directly or as a component of other products. Even though portfolio companies may maintain limited product liability insurance coverage, there can be no assurance that such insurance will provide adequate coverage against all potential claims. Reliance on Platform Teams An Advisory Client may be dependent on special purpose development companies, which may be owned by one or more Advisory Clients and/or Carlyle in partnership with other life sciences specialist investors, including Launch Therapeutics, Inc. (“Launch Tx,” and such companies, collectively, “Platform Companies”) and its team for operational services regarding such Advisory Client and its portfolio, and accordingly similar risks regarding the operations of Carlyle apply generally to Platform Companies and its operations. It is not expected that an Advisory Client will seek out third parties that could provide similar services to the Advisory Client and its portfolio, and who may be able to provide more effective or cost-effective services to the Advisory Client than such Platform Companies. There can be no assurance that such Platform Companies will be able to successfully develop any portfolio asset. It is expected that Abingworth fund(s) and potentially other advisory clients will hold an ownership interest in Platform Companies such as

Launch Tx. Platform Companies may perform services for portfolio assets in which the Advisory Client is not invested. Accordingly, there can be no assurance Platform Companies and their personnel will be able to dedicate sufficient time to an Advisory Client’s Portfolio Assets. Given that Platform Companies will be operated on a day-to-day basis by their own management, such Platform Companies may also take actions of which Carlyle is not aware or with which Carlyle disagrees which may be detrimental to the Advisory Client or a Portfolio Asset. An Advisory Client may from time to time fund capital to Platform Companies in support of its operations. Any investments therein by an Advisory Client after its commitment period (as defined in the governing documents of such Advisory Client), will not count towards any limitations in the governing documents of such Advisory Client on follow-on investments. In addition, for purposes of the “waterfall” provisions of the governing documents of such Advisory Client, Platform Companies will not be considered a portfolio asset; accordingly the Advisory Client will not be required to return to the limited partners any invested capital in such Platform Companies (or preferred return thereon) prior to earning any carried interest. Separately, the Advisory Client or portfolio assets may compensate Platform Companies for the services they provide based on a “cost+” arrangement that will be updated periodically based on such Platform Company’s internal analysis of the marketplace for its services. Platform Companies are not and will not be expected to undertake a benchmarking survey to determine the rates for their services. There can be no assurance that such analysis will accurately characterize market rates for Platform Companies’ services. Platform Companies may determine to lower their fees in support of one or more portfolio assets, with the expectation that any shortfall in amounts they would otherwise receive would be recouped on its fees charged to one or more other portfolio assets. To the extent the owners of portfolio assets differ, the differing rates may have the effect of the Advisory Client subsidizing the services provided by Platform Companies in respect of a portfolio asset of which the Advisory Client is not an owner. The Advisory Client may not be able to engage another service provider in lieu of such Platform Companies, and accordingly is expected to rely on such Platform Companies for its services and may have limited ability to determine pricing. Accordingly, there can be no assurance that that the fees charged by Platform Companies will be arm’s length. Funds of Funds Strategies Certain of CIM’s Advisory Clients focus on investing in underlying funds. In general, such Advisory Clients will bear expenses and pay management fees and performance-based allocations (i.e., carried interest) both at the underlying fund level and with respect to the primary Advisory Client level. As a result, where an investment strategy involves underlying funds, such Advisory Client’s fees and expenses will be higher than if the investor invested directly in an underlying fund. Furthermore, the determination of whether the general partner of an underlying fund is entitled to carried interest distributions is made on a fund-by-fund basis and not in the aggregate. Therefore, carried interest in respect of one underlying fund is calculated and distributed without regard to the fees or performance (including negative performance) of any other underlying fund. Thus, it is possible that an Advisory Client, as a limited partner of each of the underlying funds, would be

required to bear carried interest in respect of one or more underlying funds even if the performance of the Advisory Client’s investments in the underlying funds in the aggregate (and therefore the performance of the Advisory Client itself) is negative. Such underlying funds often include other Advisory Clients advised by CIM or an affiliate thereof. With respect to investments involving underlying funds, Advisory Clients generally will not have an active role in the day-to-day management of the underlying funds or the ability to direct the specific investment decisions made by the managers of the underlying funds. The failure of such unrelated investment managers to make profitable investments may have a negative impact on an Advisory Client’s ability to achieve its investment goals. Additionally, the success of an underlying fund will to a great degree rely on the skill and experience of the managers of the underlying funds and their ability to manage a franchise successfully, generate attractive returns and retain key talent. Managers of underlying funds are likely to rely on a limited number of “key personnel,” the departure of which could adversely impact the performance of the underlying fund. Potential Conflicts of Interest There will be occasions when CIM and its affiliates may encounter potential conflicts of interest in connection with an Advisory Client. There can be no assurance that CIM will identify or resolve any conflict of interest in a manner that is favorable to a particular Advisory Client. In particular, the size and overall complexity of Carlyle as a business likely increases the number and severity of the conflict of interest that may confront a general partner, an Advisory Client and their affiliates as compared to other sponsors that manage fewer investment programs and pursue fewer investment strategies. Moreover, as a consequence of the Public Company status as a public company, the officers, directors, members, managers and employees of Carlyle may take into account certain considerations and other factors in connection with the management of the business and affairs of an Advisory Client that would not necessarily be taken into account if the Public Company were not a public company. In addition to the conflicts of interest discussed elsewhere in this Brochure, the following discussion enumerates certain potential conflicts of interest: Incentive Fees and Carried Interest As described in Items 5 and 6, incentive fees and carried interest may create incentives to make riskier or more speculative investments on behalf of an investment vehicle than would be the case in the absence of this arrangement. Pursuant to an Advisory Client’s governing documents, the general partner of such Advisory Client may be required to return excess amounts of carried interest as a “clawback.” This clawback obligation creates an incentive for the general partner to defer disposition of one or more investments or delay the liquidation of an Advisory Client if the disposition and/or liquidation would result in a realized loss to the Advisory Client or would otherwise result in a clawback situation for such general partner. In addition, the general partner of an Advisory Client may elect to compensate its personnel with shares of the Public Company, including in circumstances in which cash proceeds are received in connection with the disposition of an Advisory Client’s investment. To the extent such personnel are unable to sell such shares, or the value of such shares decreases, such personnel may have a reduced incentive to devote the necessary time and attention to the investment activities of such Advisory Client or otherwise remain at Carlyle.

In addition, the manner in which a general partner of an Advisory Client’s entitlement to carried interest is determined may result in a conflict between its interests and the interests of investors with respect to the sequence and timing of disposals of investments. For example, the members and partners of the general partner of an Advisory Client are generally subject to U.S. federal and local income tax (unlike certain of the investors). Investors should note in this regard that current law imposes a lower capital gains tax rate on carried interest in respect of investments held for at least three years. Carlyle may be incentivized to operate an Advisory Client, including to acquire, structure, hold and/or sell investments (including follow-on investments), in a manner that takes into account the tax treatment of its carried interest. While each Advisory Client’s general partner (or other similar managing fiduciary) generally intends to seek to maximize pre-tax returns for the relevant Advisory Client as a whole, such general partner may nonetheless be incentivized, for example, to hold investments longer to ensure long-term capital gains treatment and/or realize investments prior to any change in law that results in a higher effective income tax rate on its carried interest. See also “Valuations of Investments” below. Further, Carlyle expects from time to time, to defer distributions of carried interest that it is entitled to early in the life of an Advisory Client. Such a deferral may be made in connection with an investment in respect of which certain limited partners of an Advisory Client participate through a corporation. To the extent that the general partner of an Advisory Client later receives a “makewhole” distribution from a separate investment in respect of which those limited partners do not participate through a corporation, the aggregate after-tax proceeds received by such limited partners may be lower than what would have been the case had the carried interest not been deferred. Valuations of Investments There may be situations in which CIM is incentivized to influence or manipulate the valuation of investments. For example, CIM could be motivated to overstate valuation in order to: (i) improve an Advisory Client’s track record, (ii) minimize losses from write-downs that must be returned prior to an affiliate receiving carried interest, or (iii) for certain Advisory Clients, and to a lesser extent, increase fees due to the adviser, such as a management fee that is calculated as a percentage of the value of the Advisory Client assets. CIM values securities and instruments at their fair value in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 820-10, “Fair Value Measurements.” To facilitate this process, CIM has implemented a written valuation policy (the “Valuation Policy”), supplemented by guidance and valuation templates. If active market quotations are readily available, CIM generally values securities and other instruments at their market price, with a discount in certain cases of restricted securities and/or other instruments. Otherwise, securities and other instruments are valued based on management’s judgment and estimation in accordance with the Valuation Policy, guidance and templates. The valuation procedures may differ based on the type of security and/or instrument and the observability of market inputs, and may include reliance on analyses of similar publicly traded companies, recent comparable transactions, and discounted cash flow models. For instance, a real asset will be subject to valuation methodologies and procedures that are different from those

methodologies and procedures used to value a portfolio company or a derivative. CIM may alter its valuation procedures based on market events, such as trading suspensions, unreliability of pricing sources, or macro-economic events. Investors typically receive disclosure regarding the valuation process of an Advisory Client in the offering documents for the relevant Advisory Client. Moreover, to the extent applicable to an Advisory Client, the valuation procedures may change over time and have subjective elements including as to interpreting whether a writedown represents a permanent decline in value that may be deducted under Section 165(g) of the U.S. Internal Revenue Code of 1986, as amended. Although CIM will make valuation determinations in accordance with the governing agreement of an Advisory Client and the Valuation Policy, the impact of such determinations on management fees and carried interest or incentive fees payable to CIM or its affiliates, as applicable, creates incentives on the part of the CIM to refrain from or delay in determining that an investment has been permanently impaired or is worthless and to select and/or apply valuation methodologies in a manner that maximizes the amount of fees and carried interest CIM or its affiliates receives. In addition, the management fee and/or carried interest terms of an Advisory Client could incentivize the general partner of an Advisory Client to hold on to investments that are valued below cost and that have poor prospects for improvement, which determination generally remains in the sole discretion of the general partner of the Advisory Client. As a result, the valuation of investments has conflicts that may not be resolved in favor of investors of an Advisory Client. There will be no retroactive adjustment in the valuation of any investment or the management fees and/or carried interest paid to CIM or its affiliates to the extent any valuation proves to not accurately reflect the realizable value of an asset of an Advisory Client, even if that retroactive adjustment would benefit the Advisory Client and/or its investors. Carlyle Global Capital Markets Provider One or more affiliates of the general partner of an Advisory Client are expected to be entitled to receive certain fees and interest payments in connection with the activities of such Advisory Client and its portfolio companies, including, without limitation, offering, placement, financing, syndication, capital markets advisory, turnaround, workout, underwriting, solicitation, investment banking, currency, hedging, structuring, loan agent, loan servicing, insurance, rating advisory or similar fees in connection with the activities of such Advisory Client and its portfolio companies, including with respect to an initial public offering or private placement, the arranging or provision of credit facilities (including any related extensions or refinancings) for such Advisory Client or one of its portfolio companies and other vehicles managed or controlled by Carlyle, the placing of co-investment and other capital raising activities, the effecting of transactions (including transactions in the secondary markets or transferable tax credits) that result in commissions or other compensation paid to a GCM Provider, the distribution or placement of debt or equity securities of an Advisory Client portfolio company or otherwise arranging or providing financing for (or borrowings by) such portfolio company alone or with other lenders, which could include other vehicles managed or controlled by Carlyle and other third parties, including without limitation, banks, finance providers, placement agents and other advisors (any such services, “GCM Services”). Such an affiliate is either (i) a U.S. regulated broker-dealer or a non-U.S. equivalent thereof or (ii) otherwise conducts a financial services, investment bank, trade execution,

chaperoning services, loan origination, structuring, placement, advisory or other similar business (including, for example, as a broker, dealer, distributor, financial advisor, syndicator, arranger, underwriter, servicer or originator of securities or loans (a “GCM Provider”)). It is possible that the GCM Provider or an affiliate thereof may receive a fee for a type of transaction, and determine not to take a fee on a similar transaction in the future. Carlyle is committed to growing its GCM Services, and could in the future develop new businesses, such as providing additional investment banking, advisory and other services to corporations, financial sponsors, management or other persons. Such services could relate to transactions that could give rise to investment opportunities that are suitable for one or more Advisory Clients. Partnership expenses of certain Advisory Clients will include the fees, costs and expenses of a GCM Provider in connection with the provision of GCM Services to such Advisory Client or any of its portfolio companies. Moreover, an Advisory Client may bear all of the fees, costs and expenses for services provided to any portfolio company thereof notwithstanding that one or more third parties invest directly or indirectly therein. There is no limitation on the amount of such fees, costs and expenses that may be borne by an Advisory Client, and the amount and structure of such fees could differ materially from past transactions as a result of, but not limited to, transaction-specific considerations, including, without limitation the complexity of the transaction, the number of potential counterparties, and market conditions. Additionally, the structure of fees may vary due to the nature of the transaction or based on current market rates; for example, a fee may be structured as a flat fee for a particular service, a variable fee based on deal size or may be structured as an incentive-based fee depending on performance or the transaction closing. With respect to any service provided by a GCM Provider to an Advisory Client or any of its portfolio companies, there can be no assurances that a third party would not have provided better or more cost-effective services. In addition, any such fees and payments will be retained by such GCM Provider (other than fees and payments for M&A advisory services (“Excluded Services”)). The fee potential inherent in a particular investment or transaction could be viewed as an incentive for the general partner of an Advisory Client to seek to refer, allocate or recommend an investment or transaction or a particular counterparty, including a lender or other financing party, to such Advisory Client. In addition, the general partner of an Advisory Client may be incentivized to structure an investment, transaction or arrangement in a manner that could create an opportunity for a fee to be received by a GCM Provider when an alternative structure would have given rise to a more favorable transaction for such Advisory Client. Further, a GCM Provider may receive a portion of the fees that are otherwise payable to the entity leading a credit or equity transaction relating to an Advisory Client or any of its related entities (including, without limitation, any of its holding vehicles or special purpose vehicles) or any of their respective activities. For example, such fees may be received in connection with the establishment of an Advisory Client’s subscription line credit facility, asset-backed facility or other form of credit facility (or of any asset-backed or other credit facility of a holding vehicle or a special purpose vehicle). Any such fees may be determined or approved through negotiations between Carlyle and counterparties or other participants unaffiliated with Carlyle in a transaction, although the fee would otherwise be determined by Carlyle based on a different methodology determined to be appropriate at the time (including in instances where a GCM Provider provides different services than counterparties or other participants in a transaction). Carlyle may from time

to time receive additional fees that are otherwise payable to an arranging, structuring or similar party in connection with such transaction, whether payable in connection with the closing of such facility (e.g., arranger fees, unused fees, upfront fees, structuring fees, and placement fees) or on an ongoing basis (e.g., administrative fees). Carlyle will aim to benchmark such fees based on fees charged in comparable facilities, although the amount of such fees will vary based on then-current market conditions, the leverage of the sponsor and other considerations. Carlyle may also seek to benchmark such fees for purposes of negotiating a lower fee payable to the lead counterparty, with the GCM Provider receiving fees in an amount equal to the spread between such benchmark and the fee payable to the lead counterparty. Moreover, it should be noted that because Carlyle may be negotiating the fees payable to the entity leading the relevant credit or equity transaction (including the amount and percentage of such fees in which Carlyle would share) at the same time that Carlyle may be selecting such entity, Carlyle may be incentivized to select such entity and negotiate the structure and terms (including fee terms) of such facility in a manner that does not fully align with the interests of an Advisory Client or its investors. Accordingly, there can be no assurances that Carlyle may not have selected a different entity or structured the facility and its terms differently in the absence of such conflict, or that the amount or percentage of fees payable to Carlyle may not have been higher or lower had a different entity been selected. Carlyle may, as an inducement to third parties investing in an Advisory Client and/or other Carlylesponsored investment vehicles, enter into agreements that provide exclusivity over opportunities to provide portfolio company acquisition financing. These exclusivity arrangements may cause an Advisory Client and/or other Carlyle-sponsored investment vehicles to utilize acquisition financing on terms less favorable than would be available from other sources. In addition, any agreed-upon exclusivity period may hinder the ability of an Advisory Client and/or other Carlylesponsored investment vehicles from consummating certain investment opportunities. A GCM Provider may provide syndication or placement services to an Advisory Client’s holding vehicles, special purposes vehicles and portfolio companies, including to third parties investing directly or indirectly through a vehicle formed for strategic investors or investors and co-investors or other Advisory Clients. The vehicles through which such investments (including co-investments) are effected may be controlled by Carlyle. An Advisory Client may directly bear, or indirectly bear through such holding vehicles, special purposes vehicles and portfolio companies (including where such costs are shared between such entities and an Advisory Client and including where one or more third parties directly or indirectly invest into such holding vehicles, special purpose vehicles and portfolio companies), the fees paid to Carlyle in respect of the foregoing services. It is possible that a GCM Provider or one or more vehicles managed or controlled by Carlyle provide financing as part of a third-party purchaser’s bid for or acquisition of an investment of an Advisory Client. This generally would include circumstances where a GCM Provider or one or more vehicles managed or controlled by Carlyle makes commitments to provide financing at, prior to or around the time such third-party purchaser commits to purchase or purchases such investment from such Advisory Client. The involvement of a GCM Provider or one or more vehicles managed or controlled by Carlyle as a provider of debt financing in connection with the potential acquisition of investments by third parties from an Advisory Client will give rise to potential or actual conflicts of interest, including the possibility of the general partner of such Advisory Client being motivated to cause such Advisory Client to agree to terms with a third party with respect to which a GCM

Provider or one or more vehicles managed or controlled by Carlyle is providing such debt financing that are less favorable to the applicable portfolio company and/or such Advisory Client than might have been obtained from another third party that did not have access to such financing, which may adversely impact such Advisory Client. Carlyle professionals involved in the provision of GCM Services by a GCM Provider may also spend a portion of their time providing investment advisory services to vehicles managed or controlled by Carlyle. Similarly, the members of the investment advisory team and/or the investment committee of the general partner of an Advisory Client are expected to spend a portion of their time participating in the provision of services that result in fees payable to a GCM Provider, in particular where the investment advisory team is able to assist in light of time zone, language, relevant experience, geographic location or other similar considerations, and, for the avoidance of doubt, the participation of such investment advisory personnel will not give rise to any entitlement to an Advisory Client to share in the benefit of any such fees (other than fees and payments for Excluded Services). See “Other Activities of Management” below. GCM Services may also include the provision of certain capital markets advisory services that a GCM Provider may provide to one or more of an Advisory Client’s portfolio companies; for example, where a thirdparty investment bank has been engaged to provide underwriting, structuring, placement and/or similar services, a GCM Provider may also be engaged to provide advisory services on selecting the appropriate structure, assessing financing alternatives and assisting with execution. Fees for GCM Services (or other benefits) may also be received by a GCM Provider in respect of a Carlyle Debt Fund’s (as defined below) acquisition of indebtedness of an Advisory Client portfolio company, and any such fees will be retained by the GCM Provider and will not benefit an Advisory Client or its investors. In addition to the fee potential inherent in services provided by a GCM Provider to a portfolio company, the participation of a Carlyle fund or managed account whose investment objectives include the acquisition or issuance of debt, regardless of the geographic focus of such fund or managed account (a “Carlyle Debt Fund”) may incentivize the GCM Provider to provide more favorable terms to acquirers of the debt to the disadvantage of any Advisory Client. A Carlyle Debt Fund may also be entitled to participate in the indebtedness of another Advisory Client’s portfolio company, including at a discount, and a GCM Provider may be entitled to fees, in each case solely as a result of such Advisory Client’s investment in such portfolio company. In such a case, such Advisory Client will not be entitled to participate in the benefit of such fees or discounted purchase price notwithstanding that no further services may be performed by a GCM Provider in respect thereof. A GCM Provider may also provide financing and GCM Services to third parties that are not portfolio companies of an Advisory Client, including third parties that are competitors of portfolio companies of any Advisory Client, or that are service providers, suppliers, customers, or other counterparties with respect to such companies (“Competitor Companies”) and may act as placement agent in respect of investment funds that are sponsored and managed by other thirdparty investment managers, including funds that may compete with an Advisory Client. In addition, a GCM Provider may also be engaged to provide financing or other GCM Services to third parties in connection with transactions that may also be appropriate for an Advisory Client. In some cases, these services offered to third parties in connection with a transaction may be provided concurrently with services being provided in a similar manner to an Advisory Client even

if such Advisory Client has a competing interest with the third party. In providing such services to third parties, including to Competitor Companies, such GCM Provider may come into possession of information that it is prohibited from acting on (including on behalf of an Advisory Client) or disclosing to other Carlyle affiliates as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the best interests of such Advisory Client. In connection with selling investments by way of a public offering, a GCM Provider could act as the managing underwriter or a member of the underwriting syndicate. So long as any such transaction is structured in a manner such that the GCM Provider does not purchase investments from an Advisory Client, no consent of its investors or its Investor Advisory Committee will be required for purposes of such Advisory Client’s governing agreement and the Advisers Act. A GCM Provider may, from time to time hold positions in instruments or securities and/or loans issued by portfolio companies of an Advisory Client, including, for example, where a GCM Provider commits to fund the shortfall amount, if any, resulting from the incomplete syndication of debt, including loans, or equity. Under such circumstances, a GCM Provider may commit to provide capital support for the syndication on a short-term basis (i.e., to provide certainty there will be sufficient capital to complete the proposed transaction) or fund a different instrument or security in the portfolio company of an Advisory Client than that held by such Advisory Client to facilitate the syndication. In either scenario, a GCM Provider typically will sell its holdings prior to an Advisory Client disposing of its respective investments in its portfolio company. Where a GCM Provider serves as underwriter with respect to securities of an Advisory Client’s portfolio company, such Advisory Client will generally be subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This could prejudice such Advisory Client’s ability to dispose of such securities at an opportune time. In addition, in circumstances where a portfolio company of an Advisory Client becomes distressed and the participants in an offering undertaken by such portfolio company may have a valid claim against the underwriter, such Advisory Client would have a conflict in determining whether to sue a GCM Provider. In circumstances where a non-affiliate broker-dealer has underwritten an offering, the issuer of which becomes distressed, an Advisory Client will also have a conflict in determining whether to bring a claim on the basis of concerns regarding the GCM Provider’s relationship with the broker-dealer. On the other hand, a conflict of interest also exists to the extent the GCM Provider may have a valid claim against an Advisory Client’s portfolio company for indemnification relating to the GCM Provider’s services. A GCM Provider may in the future develop new businesses such as providing investment banking, advisory and other services to corporations, financial sponsors, management or other third parties. Such services may relate to transactions that could give rise to investment opportunities that are suitable for an Advisory Client. In such case, a GCM Provider’s client would typically require such GCM Provider to act exclusively on its behalf, thereby precluding such Advisory Client from participating in such investment opportunities. A GCM Provider would not be obligated to decline any such engagements in order to make an investment opportunity available to such Advisory Client.

While fees, commissions, upfront placement fees, interest payments and other compensation paid to a GCM Provider are generally believed to be reasonable and charged at rates that are market rates for the relevant activities, there may be substantial limitations in obtaining market rates as described more fully herein. In connection with the foregoing, it should be noted that it may not be possible to benchmark placement, syndication and arranging services provided by a GCM Provider against similar services provided by other investment banks, independent placement agents or other service providers, because the services provided by such third parties are often bundled with other services which are not priced separately from one another. As a matter of commercial practice, these services are often intrinsically linked such that it is challenging to precisely allocate the pricing between these services. For example, such similar services provided by investment banks and independent placement agents often also include the provision of debt financing or underwriting of securities or debt issuances. In many cases, the GCM Provider will not provide debt financing or underwriting of securities or issue debt in connection with the provision of placement, syndication or arranging services to an Advisory Client or its portfolio companies bundled or otherwise provided in the same way as a third-party investment bank or independent placement agent would do so. Accordingly, such services provided by a GCM Provider would be different than services commonly performed by persons unaffiliated with Carlyle. As a result, pricing information for the specific services provided by the GCM Provider may not be practicable to obtain, and accordingly the pricing of the services provided by a GCM Provider may not accurately reflect market rates. In connection with the involvement of a GCM Provider with an Advisory Client or its portfolio company, it may be required to engage multiple parties alongside a GCM Provider to provide the same bundle or level of services that a single third party would be able to provide, leading to less efficient or less effective services being provided by a GCM Provider to such Advisory Client or its portfolio company. In this case, the services provided by a third party on a standalone basis may be more expensive given they would be provided as part of a package of other services. In certain cases, an Advisory Client or the applicable portfolio company may pay aggregate fees to the GCM Provider and any investment bank or similar provider of capital or underwriting, collectively, that are greater than the fees that potentially would have been paid in the absence of the participation by the GCM Provider. Further, data available for benchmarking analyses of capital markets services, including placement and arranging services provided to companies in jurisdictions where certain Advisory Clients invest may be limited; Carlyle may, where possible, seek verification of any such fees charged by the GCM Provider from the management teams, shareholders and/or banks that are participating in the applicable financing. From time to time, a GCM Provider may be engaged on a transaction during the course of execution to the extent such GCM Provider or the investment team determines that the transaction execution is not proceeding as planned or where market risk to the issuer is higher than initially expected. In such cases, the compensation payable to such GCM Provider would be incremental to the fees previously agreed to by the applicable issuer. While the involvement by such GCM Provider in such a case may curtail the potential increase of pricing payable by the issuer or other deterioration of terms affecting the transaction documentation, for example by avoiding the exercise by such underwriters of “market flex” rights, there can be no assurances that Carlyle’s involvement will have such an effect.

For purposes of benchmarking fees payable to a GCM Provider, depending on the circumstances, OID (original issue discount) provided to initial purchasers may or may not be taken into account, even if such OID is not available to all purchasers. There are significant challenges in establishing the arm’s-length nature of fees payable in respect of certain broker dealer services. In many cases, Carlyle will benchmark fees based solely on fees earned by other captive broker dealers for services provided in connection with investments made by their affiliated investment funds or accounts. Accordingly, such benchmarking will not take into account fees paid to service providers that are not affiliated with the entity making the investment and may result in higher fees payable to a GCM Provider. In addition, fees for GCM Services payable in respect of certain transactions can vary widely on a case-by-case basis, including, without limitation, as a result of the nature of the assets, the complexity of a particular transaction and the involvement of multiple parties and stakeholders. Accordingly, there will be significant challenges in identifying precedent transactions that involve the same services, characteristics and/or dynamics as an investment in respect of which an affiliate of Carlyle will receive a fee for GCM Services. Any fees approved by Carlyle’s Capital Markets Oversight Committee, which is currently comprised of senior Carlyle executives familiar with the GCM Services, will be deemed to be on an arm’s-length basis. The general partner will not be required to request or obtain third-party estimates or quotations prior to a GCM Provider agreeing on terms with a portfolio company with respect to GCM Services. Where an investment is owned jointly with clients of one or more other investment advisors, a GCM Provider may provide services to such investment alongside broker dealers that are affiliates of such other investment advisors. In such a case, the fees payable to the GCM Provider and such other broker dealers will be shared on a basis agreed between the GCM Provider and such other broker dealers which may be based on relative ownership of the investment rather than the services provided by the GCM Provider and such other broker dealers, respectively. Such an allocation may result in a GCM Provider receiving fees that are different from the fees received in other circumstances for similar services. Other Fees As described in Items 5 and 6, CIM and its affiliates are entitled to receive cash and non-cash fees in connection with the purchase, monitoring or disposition of investments or from unconsummated transactions. Investors will receive the benefit of certain such fees only as set forth in the governing documents of the relevant Advisory Client or as required by applicable law. Other Activities of Management CIM personnel will devote such time as shall be reasonably necessary to conduct the business affairs of each Advisory Client in an appropriate manner. CIM personnel will work on the business and operations of Carlyle and on other projects, including CIM’s existing corporate investments and other Advisory Clients, and, therefore, conflicts may arise in the allocation of resources, including due to CIM’s internal policies and compliance with applicable law and regulation. Such other projects may include serving on the board of directors of companies (including those that were formerly portfolio companies and of companies unrelated to Carlyle), and such CIM personnel may receive and retain compensation for these activities, with no offset against management fees. Carlyle’s founders engage in personal investment or other activities as permitted

under current policies, applicable offering documents and other governing documents; and to the extent such activities present conflicts of interest, CIM employs appropriate mitigation procedures. Other of Carlyle’s key personnel may, to the extent permitted by the governing documents of the relevant Advisory Clients and Carlyle’s internal policies, make personal investments outside of Carlyle and its Advisory Clients. For example, one of Carlyle’s co-founders has created a family office and has engaged one or more investment advisers to manage certain of his non-Carlyle personal investments. Such personal investments may be substantial and divert attention from CIM and the Advisory Clients. In addition, one of the co-founders is a significant limited partner in certain third-party investment funds. Given that such funds are not affiliates of Carlyle (and the co-founders generally are not treated as affiliates of the general partner for applicable Advisory Clients), such third-party investment fund may compete with Advisory Clients for investment opportunities and a co-founder could allocate investment opportunities to such third-party investment fund. Outside Activities of Carlyle Personnel Carlyle personnel (including its co-founders) are generally permitted to invest in alternative investment funds, private equity funds, real estate funds, infrastructure and energy funds, hedge funds and other investment vehicles outside of Carlyle, as well as engage in other personal trading activities relating to companies, assets, securities or instruments outside of Carlyle (subject to Carlyle’s policies and procedures (including its Code of Conduct and Insider Trading Policy) and the terms of the governing agreements of applicable Advisory Clients), some of which will involve conflicts of interest. Such investments may divert such personnel’s time and attention away from the affairs of certain Advisory Clients. In addition, the investment vehicles in which such personnel may invest may compete with certain Advisory Clients for investment opportunities. In some cases, certain Advisory Clients or their portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with, such other investment vehicles. Although conflict mitigation strategies will be put into place with respect to a particular circumstance as determined by Carlyle, there can be no assurance that conflicts of interest arising out of such activities will be resolved in favor of Carlyle or any Advisory Client. For example, the personal investments of Carlyle personnel (including its co-founders) could fall within the investment objectives of an Advisory Client, overlap with a portfolio company, including competing with or having a business relationship with a portfolio company or other investment advisers, or could otherwise engage in an activity that would be inconsistent with the best interests of an Advisory Client or a portfolio company. While Carlyle seeks to mitigate these potential conflicts of interest, Carlyle’s efforts will not necessarily reduce or eliminate them. Allocation of Investment Opportunities to Carlyle Carlyle is, from time to time, presented with opportunities to acquire an investment advisory business or other financial services business that are attractive to Carlyle as a direct corporate investment and which would be incorporated as part of the Carlyle global investment advisory business. To the extent such opportunities are acquired by Carlyle on its own balance sheet, they are not viewed as portfolio investments, but instead as an addition to Carlyle’s operating business. Some of these acquisition opportunities may also appear to be suitable as potential investment opportunities for certain Advisory Clients. However, these potential direct corporate investments

generally are excluded by contract from the investment mandate of potentially relevant Advisory Clients. Allocation of Investment Opportunities with Other Advisory Clients and Conflicting Fiduciary Duties CIM is, from time to time, presented with investment opportunities that fall within the investment objectives of multiple Advisory Clients, and in such circumstances, except as otherwise provided in the governing documents of the applicable Advisory Client (or investment management agreement in the case of a separately managed account), CIM will allocate such opportunities (including any related co-investment opportunities) among the Advisory Clients (including, without limitation, an allocation of 100% of such an opportunity to a single Advisory Client) (the “Inter Vehicle Allocation”) on a basis that CIM reasonably determines in good faith to be fair and reasonable taking into account all factors CIM deems relevant, including the requirements of the governing documents of the applicable Advisory Clients (or investment management agreement in the case of a separately managed account), the sourcing of the transaction, the nature of the investment objective, investment focus, mandate or policies (including any related contractual restrictions), target return profile or projected hold period of each Advisory Client, results of underwriting analyses, including projected returns and target hold period for the investment, the size of the investment, risk tolerance, portfolio construction and diversification considerations, permissible and preferred asset classes, liquidity needs, 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 each such Advisory Client, applicable law and other regulatory guidance and other considerations deemed relevant by CIM in good faith. As a result of the Inter Vehicle Allocation, the participation by an Advisory Client in investments with other vehicles managed or controlled by Carlyle is expected to vary on an investment-byinvestment basis and there may be investments within such Advisory Client’s investment objective made by Carlyle, on behalf of such other vehicles, in which such Advisory Client does not participate or does not participate to the same extent as other investments. Moreover, consistent with the foregoing, Carlyle expects that an Advisory Client may make investments in industries and/or geographic regions in which other vehicles managed or controlled by Carlyle have been specifically organized to invest. Carlyle may pursue strategic investments (whether made directly or through a vehicle funded by one or more third parties (such as a special purpose acquisition company)) in businesses that Carlyle intends to operate as part of its overall business. Such investments may be suitable for, or alternatively competitive with, an Advisory Client. In either case, Carlyle is permitted to allocate such investments away from an Advisory Client to Carlyle or such other Advisory Clients. Carlyle has established and may establish in the future, in its sole discretion, Advisory Clients with investment objectives, mandates and policies that are the same or substantially similar to and/or overlap with those of another Advisory Client (including, without limitation co-investment funds or any successor fund to an Advisory Client), in each case, without the consent of, or notice to, any investor of an Advisory Client. In addition, Carlyle has established and may establish in the future Advisory Clients with investment objectives, mandates and policies that are substantially

similar to those of another Advisory Client, but with a focus on investments with a different target return profile, different projected hold period or other characteristics that make them inconsistent with an Advisory Client’s objectives, mandates or policies (thereby making them inappropriate for the other Advisory Client). Carlyle may allocate investment opportunities to such Advisory Clients based on the anticipated targeted returns or projected hold periods based solely on Carlyle’s expectations at the time such investments are made and certain investments may be allocated between Advisory Clients. However, there can be no assurances that the actual returns from such investments will be in line with such targets, that such investments will be held for the projected hold period or that such characteristics will ultimately match Carlyle’s expectations at the time such investments are made, and such investments may as a result prove to have been suitable for the other Advisory Client. Carlyle has established Retail Vehicles that target, in part, the same investment opportunities as certain Advisory Clients. A “Retail Vehicle” is a vehicle managed or controlled by Carlyle that participates in investments alongside Advisory Clients (although it is expected to mainly participate in investments alongside the GPE funds) and is either (i) regulated under the U.S. Investment Company Act (or is subject to substantive regulation under the laws of any non-U.S. jurisdiction) or (ii) intended primarily for high net worth, retail or individual investors. A Retail Vehicle may include, without limitation, a vehicle managed or controlled by Carlyle that participates alongside the Advisory Clients that is a publicly traded vehicle, business development company, European long-term investment fund or other collective investment vehicle. A Retail Vehicle that includes within its investment objectives investments of the type to be made by the Advisory Clients may invest alongside the Advisory Clients on a case-by-case basis (and other vehicles managed or controlled by Carlyle that participates alongside the Advisory Clients) or in a programmatic or otherwise formulaic manner (e.g., based on relative available capital), and any such methodology may be subject to adjustment on both a case-by-case and general basis from time to time (and any amounts allocated from time to time to, or otherwise invested in, a Retail Vehicle will not in any way be included in the amount of capital commitments that can be accepted into the Advisory Clients at any given time, nor shall such Retail Vehicle be considered a parallel vehicle or successor fund of an Advisory Client). It can be difficult to predict the amount of capital that any such Retail Vehicle will raise or the amount of capital that will be available for such Retail Vehicle to invest in opportunities in which the Advisory Clients will participate, each of which will affect, potentially materially, the allocation of an investment opportunity between such Retail Vehicle and the Advisory Clients. To the extent a Retail Vehicle is open-ended, such Retail Vehicle’s “available capital” for purposes of applying an allocation methodology will be determined by Carlyle in good faith and on a fair and reasonable basis taking into account such factors that it deems relevant, including but not limited to the relevant Retail Vehicle’s inception date, the date of the relevant investment, the Retail Vehicle’s historical and/or expected pace of deployment, portfolio construction and the expected time horizon of the investment, and there may be significant variations in allocation as between the Advisory Clients and any such Retail Vehicle as a result of any such determination. In determining a Retail Vehicle’s “available capital” for purposes of applying this allocation methodology, Carlyle will need to make subjective judgments and projections that may not ultimately prove correct in hindsight. These determinations inherently involve conflicts of interest (particularly in the event of any differences between the Advisory Clients and any Retail Vehicle regarding the amount or manner of calculation of any carried

interest/incentive allocation or management fee), and there can be no assurance that any such conflicts will be resolved in a manner that is favorable to the Advisory Clients. Although a Retail Vehicle is not expected to compete with Advisory Clients for investments, a Retail Vehicle with investment objectives that overlap with those of the Advisory Clients (to varying degrees) may also be allocated certain investment opportunities (in whole or in part) in lieu of the Advisory Clients on a case-by-case basis. Any such Retail Vehicle may grow significantly in size over time, and any such Retail Vehicle may be allocated a substantial portion of any such investment opportunities (and in some cases, a majority thereof) otherwise available to the Advisory Clients. Therefore, it is expected that to the extent such Retail Vehicles are formed and are actively investing, the Advisory Clients will receive a smaller allocation (and potentially, in some cases, no allocation) of investment opportunities than otherwise would be the case. Participation by such Retail Vehicles is also expected to reduce the frequency and size of co-investment opportunities made available to limited partners, especially with respect to the GPE funds. Please see “CoInvestments” below for additional disclosures regarding a Retail Vehicle. In addition, from time to time, Carlyle’s buyout funds may invest in certain investments alongside Carlyle’s long-dated funds. Such a co-investment may occur, by way of example, when the applicable investment has an underwritten return at the lower end of the target return range of a Carlyle buyout fund and the higher end of the target return profile of the Carlyle long-dated fund or an expected hold period at the longer end of such buyout fund’s targeted hold period but the shorter end of the long-dated fund’s targeted hold period. However, there can be no assurances that the actual returns from such investments will be in line with such targets, that such investments will be held for the projected hold period or that such characteristics will ultimately match Carlyle’s expectations at the time such investments are made and such investments may as a result prove to have been suitable for Carlyle’s buyout funds. Further, related to Carlyle’s Global Credit business, certain Advisory Clients (or advisory clients) may invest primarily in loans, which are generally made to private companies that are, in many cases, controlled by private equity firms or in which private equity firms otherwise hold, directly or indirectly, a financial interest in the form of debt and/or equity. Such other private equity firms likely will be competitors of Carlyle, Advisory Clients or Carlyle advisory clients. Accordingly, Carlyle’s interests in respect of the Advisory Clients making direct loans may be in conflict with those of other Advisory Clients or Carlyle advisory clients (e.g., those advisory clients seeking to make equity investments in such companies). The governing documents of certain Advisory Clients provide that Carlyle will not be required to allocate investment opportunities to them after they reach “Full Investment” (generally, when unpaid capital commitments of the non-defaulting investors of an Advisory Client are equal to or less than 10% of aggregate capital commitments of the non-defaulting investors of such Advisory Client). Allocations are further discussed below in Item 11. There may be circumstances, including in the case where there is a seller who is seeking to dispose a pool or combination of assets, securities or instruments, where two or more Advisory Clients participate in a single or related series of transactions with a particular seller where certain of such assets, securities or instruments are specifically allocated (in whole or in part) among such Advisory Clients. Similarly, there may be circumstances where two or more Advisory Clients are

seeking to dispose of a pool or combination of assets, securities or instruments and participate in a single or related transactions with a particular buyer. The allocation of such specific items generally would be based on fair and reasonable allocation considerations described above in respect of Inter Vehicle Allocations. Also, a pool may contain both debt and equity instruments that Carlyle determines should be allocated to different funds. In such situations Carlyle would typically acquire (or sell) such pool or combination of assets for a single combined purchase price with no prices specified for individual assets, securities or instruments. Accordingly, Carlyle will have a conflict in establishing the specific prices to be paid for each asset, security or instrument by the Advisory Clients. In some cases, a counterparty will require an allocation of value in the purchase or sale contract, though Carlyle could determine such allocation of value is not accurate and should not be relied upon. Carlyle will generally rely upon internal analysis to determine the ultimate allocation of value, though it could also obtain third-party valuation reports. Carlyle will generally have no obligation to present such conflicts of interests to the Investor Advisory Committee of the applicable Advisory Client when they arise, and Carlyle’s determination regarding such allocation of value may be binding on the Advisory Clients. There can be no assurance that an investment of an Advisory Client will not be valued or allocated a purchase price that is higher or lower than it might otherwise have been allocated if such investment were acquired or sold independently rather than as a component of a portfolio shared with other Advisory Clients. These conflicts related to allocation of portfolios will not necessarily be resolved in favor of a particular Advisory Client. More generally, and without limiting the foregoing, an Advisory Client could seek to sell one or more investments to other Advisory Clients including in transactions involving other Advisory Clients established to purchase the relevant investments, in which the partners may be given the opportunity to continue their investment in the relevant assets, in whole or in part, recapitalizations, preferred equity, strip sales and/or annex funds (such transactions, “Recapitalization Transactions”). A Recapitalization Transaction could also involve participation by Carlyle (and may also include Carlyle personnel), other Advisory Clients and/or third parties, which would indirectly acquire the portion of the relevant investments relating to the interests of limited partners that do not seek to continue their participation in whole or in part. In addition, the sale of any investment(s) in a Recapitalization Transaction could result in the general partner of an Advisory Client, Carlyle and/or other Advisory Clients disposing of their investment(s) at a different time than some or all limited partners and otherwise taking actions with respect to such investment(s) that are different than the actions taken by limited partners that do not make the same elections. As such, the general partners of Advisory Clients, Carlyle and/or other Advisory Clients could ultimately receive a return on their share of the relevant investment(s) that is higher than the return achieved by other limited partners. Carlyle, the general partner of an Advisory Clients and/or their affiliates, including a GCM Provider, may earn additional fees (including placement fees) and/or receive additional performance-based compensation and other benefits in respect of such Recapitalization Transactions which may create an incentive to pursue such transactions. The sale of an investment in certain Recapitalization Transactions may not be subject to the approval of an investor advisory committee or any limited partner (for example, if each partner receives an inkind distribution of its share of the relevant asset and the opportunity to either contribute such asset to a continuation vehicle or sell its share of such asset for cash). In the event that an Advisory Client proposes to sell any assets in a Recapitalization Transaction and that sale fails to close for

any reason, such Advisory Client would typically bear the broken deal expenses relating to the proposed transaction, including fees for services that would only have accrued to the benefit of certain subsets of limited partners, such as where applicable, those electing to continue their participation, if the transaction had closed. Capital Calls and Use of Subscription Lines and Asset-Backed Facilities The general partner of an Advisory Client may fund the making of investments and other permissible items under its governing documents with proceeds from drawdowns under one or more revolving credit facilities (the collateral for which can be, for example, one or all assets of the Advisory Client, i.e., asset-backed facilities, or the undrawn capital commitments of investors, i.e., subscription lines) prior to calling capital commitments. The interest expense and other costs of any such borrowings (including, but not limited to, the establishing and maintaining of any such borrowings, as well as on any borrowings to pay organizational expenses) will be borne by the relevant Advisory Client and, accordingly, decrease net returns of such Advisory Client. It is expected (though not guaranteed) that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return, which does not accrue on such borrowings and will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Advisory Client. As a result, the use of a subscription facility with respect to the relevant Advisory Client’s investments and ongoing capital needs may reduce or eliminate the preferred return received by such Advisory Client’s investors and accelerate or increase distributions of carried interest to the general partner of such Advisory Client. Because the preferred return does not accrue on such outstanding borrowing, the general partner of an Advisory Client has an incentive to cause such vehicle to borrow in this manner in lieu of drawing down capital commitments and, in view of the fact that the management fee payable by an Advisory Client is the same whether investments are funded with capital contributions or Advisory Client borrowings, such general partner may benefit from operating its Advisory Client in this matter. As a general matter, use of leverage in lieu of drawing down capital commitments amplifies returns (either negative or positive) to investors. Furthermore, certain Advisory Clients utilize subscription lines of credit to fund investments prior to the receipt of capital contributions from investors. Because the capital contributions from investors are delayed when using a subscription line of credit, the investment period of such investor capital is shortened, which may increase the internal rate of return of an Advisory Client where such return is based on investor cash flows. However, because interest expense and other costs of borrowings under subscription lines of credit are an expense of the Advisory Client, the Advisory Client’s net multiple of invested capital will be reduced. In addition, the batching of capital calls may amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. To the extent a subscription facility is due upon demand by a lender, such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults as a result of liquidity constraints on investors and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in an Advisory Client as a result of restrictions imposed on such transfers by the lender. Moreover, tax-exempt investors should note that the use of borrowings by an Advisory Client may cause the realization of unrelated business

taxable income. While an Advisory Client is subject to certain limits on borrowings as set forth in its governing agreement, portfolio companies, holding companies and/or special purpose entities formed by such Advisory Client to hold investments (i.e., asset level vehicles) may engage in borrowings and incur leverage, which may not count towards any caps on borrowings and guarantees on such Advisory Client, as contained in such Advisory Client’s governing agreement, as such borrowings are not recourse to such Advisory Client and do not reduce unpaid capital commitments of its investors. This may be the case even if such borrowings or leverage by entities owned by such Advisory Client engage in joint borrowings and/or are cross-collateralized with or among other such entities, such that multiple investments are pledged to and at risk with respect to a borrowing in connection with a single investment (even if the amounts involved are greater than the single investment diversification limit set forth in such Advisory Client’s governing agreement). Investors should note that an Advisory Client’s general partner (or other similar managing fiduciary) may have the right to borrow for the purpose of funding distributions to limited partners. To the extent a general partner elects to do so in order to accelerate a distribution that is expected to be made to the limited partners in connection with a legally binding agreement or the declaration of a dividend or similar distribution by a portfolio company (directly or indirectly), the proceeds from such borrowing will be split between the limited partners and such general partner on the same basis as the proceeds would be distributed upon consummation of the transaction contemplated by the applicable binding agreement (or dividend announcement). Accordingly, the general partner has an incentive to cause the Advisory Client to borrow for this purpose in order to accelerate its receipt of carried interest. To the extent an applicable transaction is not consummated or dividend not made (or, in either case, materially delayed) the Advisory Client may be required to call capital or dispose of other assets to repay the applicable borrowing and the general partner may be required to make a clawback payment to applicable limited partners. The general partner of an Advisory Client may also enter into one or more margin loans, including to effect a distribution to such Advisory Client’s partners, which are not subject to the restrictions on borrowings for distributions, or borrowings generally, in the governing agreement of such Advisory Client. Co-Investments Carlyle is permitted to offer co-investment opportunities in its sole discretion, is not expected to offer co-investment with respect to all Advisory Client investments and may allocate any such opportunities in its sole discretion, including for example, on the basis of the size of investor commitments to Carlyle funds, vehicles and accounts. In making such allocation decisions, the general partner will be entitled to consider any interests and factors as it desires, including placing its own interests ahead of the interests of any other person. The allocation of co-investment opportunities will in many or all cases involve a benefit to Carlyle including, without limitation, the receipt of fees or allocation of carried interest from the co-investment opportunity, and capital commitments to Advisory Clients. Co-investment opportunities may also be offered to third parties to the exclusion of some or all of the investors in an Advisory Client in its general partner’s sole discretion. Carlyle may or may not charge management fees, one-time funding/upfront fees and/or carried interest in respect of co-investments, as it determines in its sole discretion. While Carlyle’s

internal co-investment vehicles that invest alongside its Advisory Client funds are allocated a portion of expenses, including, but not limited to, broken deal expenses, all other co-investment vehicles (particularly those expected to be formed to invest alongside an Advisory Client fund in a single investment that will generally not close in the event of any unconsummated deal) generally will not share in broken deal expenses. In addition, an Advisory Client may make and pursue investments and bear costs as fund expenses in connection therewith with the expectation of offering a portion of its interests therein as a co-investment opportunity to limited partners, other Advisory Clients and/or other third parties, and, the event that the Advisory Client is not successful in transferring such co-investment, in whole or in part, the Advisory Client may consequently hold a greater concentration and have more exposure in the related investment than initially was intended. Investing in an Advisory Client does not give investors any rights, entitlements or priority to co-investment opportunities. The criteria that CIM considers in assessing potential co-investment opportunities includes but is not limited to: (i) whether a potential co-investor expressed an interest in evaluating co-investment opportunities; (ii) the potential co-investor’s current relationship with CIM, including historical investment activity in Advisory Clients, the existence of accounts or vehicles formed to co-invest in investments across all or a portion of the Carlyle platform (whether or not formed in connection with the admission of an investor to an Advisory Client) and the overall size of a potential coinvestor’s potential commitments to Advisory Clients; (iii) the timing of the potential co-investor’s commitment to the Advisory Client, (iv) the size of the potential co-investor’s interest to be held in the underlying portfolio company as a result of the Advisory Client’s investment (which is likely to be based on the size of the potential co-investor’s capital commitment and/or investment in the Advisory Client), (v) whether the potential co-investor has demonstrated a long-term and/or continuing commitment to the potential success of Carlyle, the Advisory Client, or other funds or co-investments, (vi) the potential co-investor’s ability to meet investment funding deadlines; (iv) the potential co-investment amount; (vii) the potential co-investor’s ability to keep target investment information confidential; (viii) past positive or negative experiences with the potential co-investor; (ix) the expected amount of negotiations required in connection with a potential coinvestor’s commitment; (x) the potential for competition or other conflicts of interest with the target investment; (xi) the potential co-investor’s ability to offer skillsets or relationships that are helpful to the target investment; and (xii) a belief that co-investment opportunity may cultivate a long-term relationship with the co-investor that may be indirectly beneficial to other or future Advisory Clients. Furthermore, decisions regarding whether and to whom to offer co-investment opportunities may be made by Carlyle in consultation with other participants in the relevant transactions, such as a co-sponsor. Carlyle may also give priority co-investment allocations to committed co-investment vehicles or accounts. An Advisory Client may co-invest with third parties through partnerships, joint ventures or other similar arrangements, thereby acquiring noncontrolling interests in certain investments or not otherwise retaining all decision-making authority, including the timing and nature of any exit. In addition to mandatory investments pursuant to Carlyle’s commitment to an Advisory Client, the general partner of an Advisory Client typically has the right to allocate, in its sole discretion, between 5-10% of each investment opportunity available to Carlyle-related funds, accounts or vehicles, and Carlyle directors, officers, employees, Operating Professionals, partners, members,

consultants, advisors, senior advisors and affiliates (“Carlyle Co-Investors”). Furthermore, Carlyle has formed (and may in the future form additional) funds, accounts or vehicles for the benefit of third-party investors that will be entitled to all or a portion of such allocation with respect to some or all of the investment made by Advisory Client(s), alongside one or more Carlyle funds as a Carlyle Co-Investor. Carlyle’s management fee and carried interest (or incentive allocation) from such funds, accounts or vehicles is expected to generally be determined by reference to the terms of the applicable Advisory Client and calculated solely with respect to such investments. Such accounts and vehicles, including, for the avoidance of doubt, any other vehicles managed or controlled by Carlyle formed solely to participate as a Carlyle Co-Investor alongside one or more Advisory Clients, are generally not considered a parallel vehicle or successor fund of an Advisory Client. No rights or benefits granted to an investor or other vehicles managed or controlled by Carlyle (or any investor in any such vehicles) that participates as Carlyle Co-Investor will be subject to any most-favored-nations provisions, including in cases where such investor or such other vehicles managed or controlled by Carlyle participates in all of the investments made by an Advisory Client or such investor or such other vehicle (or any investor in any such other vehicle) also invests in such Advisory Client. The participation of any such vehicle managed or controlled by Carlyle as a Carlyle Co-Investor alongside an Advisory Client will have the practical effect of enlarging the capital available to Carlyle for deployment in such Advisory Client’s investment program and will not be counted toward any limitation on aggregate commitments to such Advisory Client and its parallel vehicles. Carlyle may be permitted, without the consent of investors or of an Investor Advisory Committee of an Advisory Client, to sell investments from an Advisory Client to an entity formed to hold coinvestment, on the terms and conditions stated under the governing documents of the Advisory Client. Carlyle Co-Investors may not participate in any such transaction, and accordingly would retain the entirety of its investment in the underlying portfolio investment. Such Advisory Client will generally remain liable for all of the obligations and/or liabilities (including, but not limited to, customary indemnity obligations and undertakings pursuant to purchase and sale agreements or similar agreements) incurred in connection with the acquisition of an investment, notwithstanding the fact that a portion of such investment has been syndicated to co-investors. The foregoing co-investment rights generally result in an Advisory Client being allocated a smaller share of an investment than would otherwise be the case in the absence of such co-investment rights. In making co-investment allocation decisions, the general partner will be entitled to consider any interests and factors as it desires, including placing its own interests ahead of the interests of any other person. For example, the general partner may take into account the potential fees and carried interest that may be earned as a result of the participation of such other Carlylerelated funds, accounts or vehicles. Such fees or carried interest payable by investors in such other Carlyle-related funds, accounts or vehicles may be higher than the fees or carried interest payable by investors in the Advisory Client. Such other Carlyle-related funds, accounts or vehicles may also provide for management fees to be payable solely based on invested capital, which would create an incentive for Carlyle to allocate greater amounts of investment opportunities to such other Carlyle-related funds, accounts or vehicles. As a general matter, the remaining portion of any such opportunity would then be subject to Carlyle’s overall allocation policies, including the policy described under “Allocation of Investment Opportunities with Other Advisory Clients and

Conflicting Fiduciary Duties.” Certain Advisory Clients can be expected to invest alongside Retail Vehicles that are regulated under the 1940 Act (each, a “Regulated Vehicle”). Carlyle has received an exemptive order from the SEC (as amended or superseded from time to time, the “Exemptive Order”) which permits certain Regulated Vehicles to co-invest with certain other persons, including certain affiliates of CIM and its Advisory Clients, subject to certain terms and conditions. The Exemptive Order restricts the ability of an Advisory Client to invest in any privately negotiated investment opportunity alongside a Regulated Vehicle except at the same time and on the same terms. As a result, an Advisory Client may be unable to make investments in different parts of the capital structure of the same issuer in which a Regulated Vehicle has invested or seeks to invest, and a Regulated Vehicle may be unable to make investments in different parts of the capital structure of the same issuer in which an Advisory Client has invested or seeks to invest. Further, due to the requirements under the Exemptive Order, in the event that a Regulated Vehicle participates in an investment alongside an Advisory Client, the structuring options available for such investment may be more limited than if such U.S. Regulated Vehicle were not participating in such investment, and such structuring may result in increased costs to an Advisory Client that would not otherwise have resulted had such Regulated Vehicle not participated. An Advisory Client may therefore incur materially higher expenses on an ongoing basis than would otherwise be the case, particularly with respect to a Regulated Vehicle that includes investments of a type to be made by an Advisory Client within its investment objective and invests alongside an Advisory Client. Where a Regulated Vehicle has interests or requirements that do not align with those of an Advisory Client, including in particular differing liquidity needs or desired investment horizons, conflicts could arise with respect to the manner in which the voting or governance rights with respect to an aggregator (or similar) entity are exercised, potentially resulting in an adverse impact on the Advisory Client. The likelihood of such conflicts arising is heightened during periods of market volatility. A Regulated Vehicle will include any fund, vehicle and/or account that is formed by a third party in respect of which CIM has governance rights by advisory, sub-advisory or other contractual arrangement, and otherwise satisfies the definition of a Regulated Vehicle as described above. However, CIM may not control a Regulated Vehicle to the same extent as it controls Advisory Clients. To the extent CIM does not fully control a Regulated Vehicle, such Regulated Vehicle may take actions that are contrary to the interests of an Advisory Client. CIM’s relationship with any such Regulated Vehicle may be terminated by investors or board of directors therein (or other parties associated with such Retail Vehicle), and in any such case the risk that a Regulated Vehicle makes decisions contrary to the interests of an Advisory Client increases. Joint Venture Partners Some of the third-party operators and joint venture or consortium partners with whom an Advisory Client’s general partner may elect to co-invest such Advisory Client’s capital have pre-existing investments with Carlyle or other joint venture investments with other Advisory Clients. Accordingly, due to such investor’s actual or perceived influence on Carlyle, there may be a potential conflict of interest with respect to a particular investment and there can be no assurance that any such conflict will be resolved in favor of an Advisory Client. The terms of these pre-existing investments may differ from the terms upon which an Advisory Client invests with such operators and partners. To the extent a dispute arises between Carlyle and such operators and

partners, the investments relating thereto may be affected. In addition, an Advisory Client may make investments in, or may utilize for making investments, one or more other Advisory Clients. There can be no assurance that Carlyle’s relationship with any existing joint venture partners, operators or developers will continue or that suitable joint venture partners, operators or developers will be found with respect to an Advisory Client’s investments. In some cases (including in respect of platform arrangements in which an Advisory Client participates alongside other Advisory Clients) the compensation paid to third-party operators or joint venture partners, including incentive fees or carried interest, will be calculated based on net performance of all investments in a particular joint venture platform, even though such Advisory Client itself may not participate in all such investments. As a result, such third-party operators or joint venture partners will have different incentives with respect to an Advisory Client and its investments than would be the case if their compensation was based solely on the investments in which such Advisory Client participated. Investments in Which Another Advisory Client (or in Which a Vehicle or Account Managed by a Carlyle-Affiliated Investment Adviser) Has a Different Principal Investment Certain Advisory Clients make investments in portfolio companies in which other Advisory Clients (and/or other vehicles or accounts managed by an investment adviser affiliated with CIM) have made or are concurrently making a different principal investment at the time of such Advisory Client’s investment (e.g., in different parts of the capital structure). In such situations, the Advisory Clients (and/or other vehicles or accounts managed by an investment adviser affiliated with CIM) could have conflicting interests (e.g., over the terms of, or actions taken with respect to, their respective investments, including equity versus debt investments junior versus senior debt investments). In that regard, actions may be taken for one Advisory Client (or affiliated advisory client) that are adverse to another Advisory Client (or affiliated advisory client). Carlyle Policies and Procedures Policies and procedures implemented by Carlyle or its affiliates from time to time (including as may be implemented in the future) to mitigate actual or potential conflicts of interest and address certain regulatory requirements and contractual restrictions could at times reduce the synergies across CIM’s areas of operation or experience that an Advisory Client expects to draw on for purposes of pursuing attractive investment opportunities. Activities of Principals and Employees Certain of the principals and employees of CIM may be subject to a variety of conflicts of interest relating to their responsibilities to an Advisory Client and the management of such Advisory Client’s investment portfolio. Such individuals may serve in an advisory capacity to other existing corporate investments or investment vehicles or accounts, as members of an investment or advisory committee or a board of directors (or similar such capacity) for one or more investment funds or accounts, corporations, foundations or other organizations. Such positions may create a conflict between the services and advice provided to such entities and the responsibilities owed to such Advisory Client. The other existing corporate investments and/or investment funds or accounts in which such individuals may become involved may have investment objectives that

overlap with such Advisory Client. Furthermore, certain principals and employees of the CIM may have a greater financial interest in the performance of such other funds or accounts than the performance of such Advisory Client. Such involvement may create conflicts of interest in making investments on behalf of such Advisory Client and such other funds and accounts. Such principals and employees will seek to limit any such conflicts in a manner that is in accordance with their fiduciary duties to such Advisory Client and such organizations. Data Carlyle receives or obtains various kinds of data and information from Advisory Clients and their portfolio companies (and other data sources), including data and information relating to business operations, trends, budgets, customers and other metrics, some of which is sometimes referred to as “big data.” Carlyle may be better able to identify commercial trends or financial opportunities, and otherwise enhance and improve operations of portfolio companies of an Advisory Client, as a result of its access to (and rights regarding) this data and information from Advisory Clients and their portfolio companies. Carlyle also utilizes such data for the purposes of analyzing potential investment opportunities, identifying new investment opportunities or analyzing existing investments for Advisory Clients. Although Carlyle believes that these activities improve Carlyle’s investment management activities on behalf of its Advisory Clients, information obtained from Advisory Clients and their portfolio companies also provides material benefits to Carlyle and its Advisory Clients without compensation or other benefit accruing to such Advisory Clients or their respective investors. For example, information from a portfolio company owned by an Advisory Client may enable Carlyle to better understand a particular industry and execute trading and investment strategies in reliance on that understanding for Carlyle and other Advisory Clients that do not own an interest in such portfolio company, without compensation or benefit to such Advisory Client or its portfolio companies. Advisory Client portfolio companies may incur incremental expenses in collecting and organizing information requested or required to be furnished to Carlyle. Any such expenses will be borne indirectly by such Advisory Client. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information, (b) policies, practices and procedures designed to ensure confidentiality of trade secrets and other intellectual property and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, Carlyle is generally free to use data and information from an Advisory Client’s activities in its sole discretion for the benefit of Carlyle and other Advisory Clients, including to trade for the benefit of Carlyle or an Advisory Client. For example, Carlyle’s investment activities on behalf of Advisory Clients and their portfolio companies relating to a specific industry may, subject to applicable law, be enhanced by information of another Advisory Client portfolio company in the same or related industry. Such trading may provide a material benefit to Carlyle or another Advisory Client account without compensation or other benefit to the Advisory Client or its investors. Further, while Carlyle has adopted policies and procedures aimed at ensuring that data is not used (including by service providers) in a manner which breaches contractual terms in nondisclosure or confidentiality agreements, compromises trade secrets or other intellectual property, or violates laws relating to use of data and related technologies, the risk remains that such policies and procedures may not be effective or may not be perceived to be effective and that this could result in Carlyle, Advisory Clients and/or portfolio companies being subject to or otherwise

implicated by disputes, litigation, legal or regulatory investigations or enforcement action alleging that they have misused such data. Further, any such misuse could result in the loss of various privilege protections, contaminate proprietary methodologies or render such data unable to qualify for trade secret or other intellectual property protection, and third-party data sources may seek to prevent Carlyle’s use of data or receive a portion of related revenue. Any of the above could result in losses, limit the growth of, and otherwise cause material harm to Carlyle, Advisory Clients and their portfolio companies. The sharing and use of “big data” and other information presents potential conflicts of interest and the investors in each Advisory Client acknowledge and agree that any benefits received by Carlyle or its personnel will not be subject to the management and/or advisory fee offset provisions or otherwise shared with an Advisory Client or its investors. As a result, Carlyle has an incentive to pursue investments that have data and information that can be utilized in a manner that benefits Carlyle and its Advisory Clients, and may include covenants in acquisition agreements that require Advisory Client portfolio companies to periodically provide specified data to Carlyle. To the extent CIM utilizes data and information obtained from an Advisory Client or its portfolio companies in connection with the development, training, testing or refinement of AI Technologies (including internally-generated AI tools) such use may provide material benefits to Carlyle, CIM and to other Advisory Clients without specific compensation or other benefit accruing to the contributing Advisory Client or its investors. CIM’s policies address the use of Advisory Client data in connection with AI Technologies, including restrictions on the use of confidential portfolio company information in third-party AI platforms; however, investors should be aware that the boundaries of permissible internal data use in connection with AI model development continue to evolve as regulatory guidance develops. See also “Artificial Intelligence Technologies” above. Operating Professionals CIM engages and retains Operating Professionals who receive payments from, or allocations with respect to, portfolio companies (as well as from Advisory Clients) for their services (including for serving on a portfolio company’s board of directors). In such circumstances, such payments from, or allocations with respect to, portfolio companies and/or Advisory Clients will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by CIM, be deemed paid to or received by CIM (nor will such amounts be deemed paid to or received by affiliates or personnel of CIM) and such amounts will not be subject to the management fee offset provisions described in Item 5 (meaning that such compensation received from the portfolio company will be indirectly borne by the Advisory Client without any offset to such Advisory Client’s management fee). Advisory Clients may indemnify these Operating Professionals for actions taken with regards to the Advisory Client or its portfolio companies. To the extent Operating Professionals are engaged through a retainer agreement with CIM, although such retainer may be payable by and Advisory Client or its portfolio companies, Carlyle may elect to bear the expense of base retainer fees. Certain Operating Professionals have the right or are offered the ability to co-invest without fees or carry alongside or in Advisory Clients, including in those investments in which they are involved (and for which they may be entitled to receive performance-related incentive fees, which will reduce an Advisory Client’s returns and will not necessarily be subordinated to the return of the investors’ capital contributions), or otherwise

participate in equity plans for management of any such portfolio company, or invest directly in an Advisory Client or vehicle(s) controlled by such Advisory Client subject to reduced or waived advisory fees, and/or carried interest, including after termination of their engagement by or other status with Carlyle (which generally would reduce the amount invested by and returned in respect of an Advisory Client investment). Additionally, and notwithstanding the foregoing, these Operating Professionals may be (or have the preferred right to be) investors alongside or in other Advisory Clients. The nature of the relationship with each of the Operating Professionals and the amount of time devoted or required to be devoted by them varies considerably. In some cases, they provide an Advisory Client’s general partner (or other similar managing fiduciary) or CIM with industry-specific insights and feedback on investment themes, assist in transaction due diligence, make introductions to and provide reference checks on management teams. In other cases, they take on more extensive roles and serve as executives or directors on the boards of portfolio companies, contribute to the origination of new investment opportunities or serve in deal finder roles. The services provided by any one Operating Professional or Operating Professionals generally may expand over time, including during the term of an Advisory Client. In certain instances, Carlyle has formal arrangements with these Operating Professionals, management teams for operating platforms and/or other professionals (which may or may not be terminable upon notice by any party), and in other cases the relationships are more informal. They are either compensated (including pursuant to retainers and expense reimbursement, and, in any event, pursuant to negotiated arrangements which will not be confirmed as being comparable to the market rates for such services) by CIM, an Advisory Client and/or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. Certain Operating Professionals are subject to contractual obligations to exclusively provide certain services to CIM. Such Operating Professionals and/or other service providers may share office space with Carlyle employees and may have other indicia of a Carlyle employee (including, in certain cases, use of Carlyle email addresses and business cards, participation in Carlyle health plans and/or other similar benefits typically associated with employment). In addition, such Operating Professionals may share in carried interest otherwise payable to Carlyle. Over time, certain existing and former employees of Carlyle (including senior Carlyle personnel) may transition to an Operating Professional role. Such a transition would have the effect of shifting the burden of the compensation of such employees from CIM to the applicable Advisory Client and/or its portfolio companies. There can be no assurance that any of the Operating Professionals and/or other professionals will continue to serve in such roles and/or continue their arrangements with Carlyle, an Advisory Client and/or any portfolio company throughout the term of an Advisory Client. Additionally, and notwithstanding the foregoing, these Operating Professionals may be (or have the preferred right to be) investors in other Carlyle entities. They may be compensated (including pursuant to retainers and expense reimbursement) by CIM, an Advisory Client and/or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. Service Providers and Deal Sourcers Services required by an Advisory Client (including some services historically provided by Carlyle

to its sponsored investment vehicles) may for certain reasons, including among others, efficiency considerations and scarcity of supply of investment opportunities, be outsourced in whole or in part to third parties in the discretion of Carlyle or the general partner of an Advisory Client in connection with the operation of the Advisory Client, and such general partner will have an incentive to outsource such services at the expense of the Advisory Client in order to leverage the use of Carlyle’s employees. Such outsourced services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depositary, data processing, trading, settlement, client relations, administration, marketing material reviews, antimoney laundering/know-your customer and similar customer due diligence reviews, custodial, accounting, legal and tax support and other services. Outsourcing may not occur uniformly for all Carlyle-sponsored investment vehicles and, accordingly, certain costs may be incurred by an Advisory Client through the use of third-party service providers that are not incurred for comparable services used by other Carlyle-sponsored investment vehicles. The decision by Carlyle to initially perform particular services in-house for the Advisory Client will not preclude a later decision to outsource such services, or any additional services, in whole or in part to third parties. The costs, fees or expenses of any such third-party service providers as well as the joint venture partners and operating partners engaged by the Advisory Client in respect of its investments will be an expense of the Advisory Client and borne by such Advisory Client and will not be subject to the management fee offset provisions of the governing agreement of such Advisory Client, thereby increasing the expenses borne by the investors of such Advisory Client. Carlyle will determine (in its discretion based on relevant experience, its belief regarding market practice and such other factors as it determines relevant under the circumstances) the fees, carried interest and other consideration payable to deal sourcers (who may be exclusive to Carlyle), asset managers and other service providers (who may be exclusive to Carlyle and whose compensation may be significant). Certain advisors and other service providers, or their affiliates (including, without limitation, accountants, developers, property managers, asset managers, administrators, lenders, administrative agents, bankers, brokers or other deal “sourcers,” attorneys, consultants, custodians, investment or commercial banking firms, valuation agents and certain other service providers, advisors and agents) provide goods or services to Advisory Clients, Carlyle-sponsored or – affiliated investment vehicles and/or their portfolio companies, or have business, personal, political, financial or other relationships with Carlyle, its affiliates, employees and its portfolio companies. Certain service providers, including lenders, are owned by Carlyle, a Carlylesponsored or –affiliated investment vehicle(s), including, for example, SESAMm, Chronograph, iCapital, and Canoe Intelligence. Additionally, certain Carlyle employees may have ownership interests in certain service providers to Advisory Clients and/or other Carlyle entities. Such service providers or their affiliates may be (i) investors in an Advisory Client (or an affiliate of an Advisory Client), (ii) affiliates of Carlyle, the general partner of a Carlyle-sponsored investment vehicle, and/or their affiliates, (iii) sources of investment opportunities, (iv) co-investors or counterparties or (v) entities in which Carlyle and/or a Carlyle-sponsored investment vehicle has an investment, and payments by a Carlyle-sponsored investment vehicle and/or such portfolio company may indirectly benefit Carlyle and/or such other Carlyle entity. The services provided to the Advisory Client or its general partner could represent all or a significant portion of the activities of such advisors, deal “sourcers” and service providers. These relationships and the potential for

leveraging the capabilities of its personnel through the use of service providers (as such, for example, deal sourcers and operating or development partners who, in each case may be exclusive to Carlyle) may influence CIM in deciding whether to select or recommend such a provider (or affiliate thereof) to perform services for such Advisory Client or a portfolio company (the cost of which will generally be borne directly or indirectly by the Advisory Client or such portfolio company, as applicable). The existence of these relationships could potentially create conflicts of interest. For instance, due to Carlyle’s ownership interest, iCapital may be more willing to establish access funds for Carlyle controlled funds than other fund managers or to vote a feeder funder’s interest in an Advisory Client in a way that is favorable to Carlyle. Similarly, both Carlyle and iCapital may be more likely to agree to or approve of such access fund arrangements, and Carlyle may be more likely to engage Chronograph, Canoe Intelligence or SESAMm to provide services in respect of an Advisory Client, in each case given the existing relationship and investment. An Advisory Client and its portfolio companies may also engage in transactions or enter into service arrangements with one or more businesses in which Carlyle holds an interest directly, not through one of its funds, including transactions with SESAMm, Chronograph, or iCapital. Any fees charged or costs incurred in connection with such transactions or service arrangements may be borne by such Advisory Client as an Advisory Client expense, or, to the extent charged to its portfolio company, would be borne indirectly by such Advisory Client. These businesses will, in certain circumstances, also enter into transactions or service arrangements with other counterparties of such Advisory Client and its portfolio companies, as well as service providers, vendors and the limited partners of such Advisory Client. Carlyle would benefit from these transactions and activities through current income and creation of enterprise value in these businesses. No fees charged by these service providers and vendors are expected to offset or reduce management fees of an Advisory Client. Furthermore, Carlyle, other vehicles managed or controlled by Carlyle and their portfolio companies and their affiliates and related parties will use the services of these businesses, including at different rates. Although Carlyle believes the services provided by these businesses are equal or better than those of third parties, Carlyle directly benefits from the engagement of these affiliates, and there is therefore an inherent conflict of interest. Notwithstanding the foregoing, investment transactions for an Advisory Client that require the use of a service provider will generally be allocated to service providers on the basis of CIM’s judgment as to best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that CIM believes to be of benefit to the Advisory Client. In addition, a general partner will engage one or more fund administrators (some of which may be portfolio companies or third-party captive service providers) to perform certain functions in relation to an Advisory Client, including but not limited to, coordination of the Advisory Client’s legal entity management function, anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, periodic refresh, and ongoing participation of investors in an Advisory Client, execution and recordkeeping associated with applicable tax elections and filings, support for a general partner’s valuation process and support of certain investor correspondence, investor data management and reporting requests as well as data collection required for, and preparation and distribution of various regulatory reporting that an Advisory Client is obligated to comply with.

Certain employees of such fund administrators dedicate substantially all of their time to Carlyle investment funds and spend all or a significant majority of their business time at the Carlyle offices. In certain circumstances, advisors and service providers, or their affiliates, may charge different rates or have different arrangements for services provided to Carlyle, the general partner of an Advisory Client, CIM or their affiliates as compared to services provided to Advisory Clients and portfolio companies, which may result in more favorable rates or arrangements than those payable by the Advisory Clients or such portfolio companies, which will not offset management fees. Moreover, an Advisory Client or Carlyle may not be in a position to verify the risks or reliability of such third-party service providers. An Advisory Client may suffer adverse consequences from actions, errors or failure to act by such third parties, and will have obligations, including indemnity obligations, and limited recourse against them. Side Letters The general partner (or similar managing fiduciary) of a Carlyle-sponsored investment vehicle advised by CIM may enter into side letters or other similar agreements with investors in connection with their admission to such Carlyle-sponsored investment vehicle without the approval of any other investor. The side letters or other similar agreements have the effect of establishing rights under, altering or supplementing the terms of the governing documents of such applicable Carlylesponsored investment vehicle with respect to one or more such investors in a manner more favorable to such investors than those applicable to other investors. Any rights established, or any terms of the governing documents of such applicable Carlyle-sponsored investment vehicle altered or supplemented in a side letter or other similar agreement with an investor will govern solely with respect to such investor (but not any of such investor’s assignees or transferees unless so specified in such side letter) notwithstanding any other provision of the governing documents of such applicable Carlyle-sponsored investment vehicle related thereto and matters arising under any side letter may be considered matters contemplated in the governing documents of an Advisory Client and the limitation on liability provisions therein shall apply equally to any side letter; provided that any such rights may cease to apply with respect to any investor that transfers its interest in an Advisory Client or becomes a defaulting investor unless otherwise agreed by the relevant Advisory Client’s general partner (or other similar managing fiduciary). Such rights or terms in any such side letter may include, without limitation, (i) fee and other economic arrangements with respect to such investor (such as alternative fee, aggregate fee or carried interest discounts or other compensation arrangements), including without limitation, arrangements granted to a such investor based on the size of its capital commitment or in connection with or pursuant to an integrated overall arrangement between Carlyle and such investor or its affiliates (i.e., a “multi-fund investor”), which may only be available on specific funds (and certain commitments to each such fund), funds in a specific Carlyle segment or funds available in a particular time period; (ii) excuse or exclusion rights applicable to particular investments or terms relating to withdrawal from the investment vehicle, including without limitation, as a result of an investor’s specific policies or certain violations of federal, state or nonU.S. laws, rules or regulations, such as so-called “pay-to-play” rules with respect to public pension plan investors, (which may materially increase the percentage interest of other investors in, and their contribution obligations, with respect to future investments and expenses, and reduce the

overall size of the Carlyle-sponsored investment vehicle); (iii) additional or modified reporting obligations of the applicable general partner (or similar managing fiduciary), including, without limitation, to accommodate special regulatory or other circumstances of such investor; (iv) waiver of certain confidentiality obligations; (v) prior consent of the general partner (or similar managing fiduciary) to certain transfers by such investor; (vi) special rights with respect to co-investment allocation and participation; (vii) rights or terms necessary in light of particular legal, regulatory or policy characteristics of an investor; (viii) potential mandatory waivers of compensation as a result of certain violations of law with regard to public pension plan investors; (ix) additional obligations and restrictions of the applicable general partner (or similar managing fiduciary) with respect to the structuring of any particular investment in light of the legal, tax, accounting, political, national security and regulatory considerations of particular investors; (x) agreements to assist with the taking or defending of tax positions; (xi) certain obligations and restrictions on the applicable general partner (or similar managing fiduciary) with respect to the exercise of its discretion on certain matters, including amendments, exercising default remedies and waiving confidentiality or terms; (xii) withdrawal events; (xiii) indemnification agreements (including limitations on an investor’s indemnification obligations or use of an investor’s proportionate share of an Advisory Client’s assets to fulfill indemnification and other obligations of such Advisory Client); (xiv) the right of the applicable general partner to waive any requirements of investors to execute acknowledgments or other documents in connection with any subscription line or other credit facility; (xv) agreement to various sovereign immunity, jurisdiction and venue provisions applicable to certain governmental, sovereign or other types of investors on behalf of the applicable general partner (which could limit the ability to initiate or maintain legal proceedings against certain investors in certain jurisdictions); (xvi) obligations to disclose the names of any defaulting investors and the amount of any default; (xvii) statements of expectation regarding the Advisory Client’s investment activity, including expected limits on exposure to specific types of assets and leverage; (xviii) agreements that modify the voting rights of certain investors, including creating non-voting or proportional voting interests; (xix) membership on any Investor Advisory Committee of an Advisory Client and (xxx) any other matters described therein, which may be more favorable to those provisions offered to other investors. Side letters entered into by Carlyle by one Advisory Client may also have adverse effects on a different Advisory Client, such as placing limitations on Carlyle’s ability to allocate investment opportunities to certain other Advisory Clients. To the extent the general partner (or similar managing fiduciary) of an Advisory Client or the Advisory Client incur third-party expenses in connection with compliance with a side letter provision, such expenses may be, in the sole discretion of the general partner (or similar managing fiduciary) of such Advisory Client, borne either by the investors that have the benefit of such provision or by all investors of such Advisory Client. Except as otherwise agreed with an investor, as provided in the governing agreement of an Advisory Client or as required by law or regulation, the general partner (or similar managing fiduciary) of an Advisory Client does not generally have an obligation to give investors notice of any side letters entered into, except with respect to most-favored-nations provisions. Further, to the extent other Carlyle-related investment funds investing in an Advisory Client have entered into side letters with third parties, the rights and benefits in such side letter will generally not be offered

as part of any most-favored-nation process offered by an Advisory Client. In light of the ever-changing market and the rapid pace of transactions and the limited time that is available for an Advisory Client to consummate an investment or other transaction, there is a heightened risk that Carlyle and/or an Advisory Client may be unable to meet certain side letter obligations. CIM enters into strategic partnerships directly or indirectly with investors that commit significant capital to a range of products and investment ideas sponsored by CIM. Such arrangements may include CIM granting certain preferential terms to an investor applicable to its investment in multiple Advisory Clients, including blended fee and carried interest rates that are lower than those applicable to an Advisory Client when applied to the entire strategic partnership, specialized reporting, secondment of personnel from the investor to CIM (or vice versa), rights to participate in investment review and evaluation process, as well as targeted amounts for co-investments alongside Advisory Clients (including, without limitations, preferential allocation thereof and the terms and conditions related to such participation). Any such arrangements will result in fewer coinvestment opportunities (or reduced allocations) being made available to investors. Investors will not receive a copy of the agreement memorializing such an investment program, though CIM will describe the terms and conditions of such agreements at an investor’s request, and such preferential terms are generally not subject to the “most favored nation” provisions of the governing documents of a particular Advisory Client. Certain investors may, depending on the terms of “most-favorednation” provisions, be able to elect to benefit from such arrangements if they comply with the general parameters of the entire strategic partnership. Carlyle and its affiliates and employees have made, and may in the future make, oral and written statements or expressions of intent or expectation to investors in the funds or their affiliates or acknowledge statements by such persons (“Outside Statements”) regarding Advisory Clients or Carlyle’s activities pertaining thereto. These may include, for example, the anticipated or expected allocation and terms of co-investment opportunities, the anticipated or expected allocation of investment opportunities to the Advisory Clients generally and other topics often addressed in legally binding side letters. Although such Outside Statements are not legally binding, such Outside Statements may influence allocation and other decisions of Carlyle and its affiliates and employees with respect to the operations and investment activities of the Advisory Clients and may influence a prospective investor’s decision as to whether to invest in the Advisory Clients. By virtue of not being legally binding obligations, such Outside Statements will not be considered side letters for purposes of any most-favored-nation provisions in actual side letters of the Advisory Clients and will not be disclosed to investors in such Advisory Client as described above. There can be no assurance that any such arrangements will not have an adverse effect on the Advisory Clients or any investor. In addition, certain investors may also be investors in other Advisory Clients. Investors may also include affiliates of Carlyle, Advisory Clients, charities or foundations associated with Carlyle personnel and/or Carlyle employees and any such affiliates, funds or persons may also invest through the vehicles established in connection with Carlyle’s co-investment rights. It is also possible that an Advisory Client or an Advisory Client’s investments may be counterparties or participants in agreements, transactions or other arrangements with an investor or an affiliate of an

investor. Such investors may therefore have different information about Carlyle and an Advisory Client than investors who are not similarly positioned. Similarly, not all investors monitor their investments in vehicles such as the Advisory Clients in the same manner. For example, certain investors may periodically request from the general partner of an Advisory Client information regarding the Advisory Client and investments and/or portfolio companies that are not otherwise set forth in (or has yet to be set forth in) the reporting and other information required to be delivered to all investors. In such circumstances, the general partner of such Advisory Client may provide such information to such investor, but the fact that the general partner of the Advisory Client has provided such information upon request by one or more investors does not, subject to applicable law, necessarily obligate the general partner of the Advisory Client to affirmatively provide such information to all investors (although the general partner of the Advisory Client expects to generally provide the same information upon request and treat investors equally in that regard). As a result, certain investors may have more information about an Advisory Client than other investors, and, unless where required by applicable law, the general partner of such Advisory Client will have no duty to ensure all investors seek, obtain or process the same information regarding the Advisory Client and its investments and/or portfolio companies. Furthermore, in response to questions and requests and in connection with due diligence meetings, side letter compliance and other communications, an Advisory Client and the general partner of such Advisory Client may provide additional information to certain investors and prospective investors that are not distributed to other investors and prospective investors. Such information may affect a prospective investor’s decision to invest in an Advisory Client or take actions or make decisions as an investor. Fortitude Re Insurance-Related Strategic Asset Management Relationships An Advisory Client holds a controlling interest in FGH Parent, L.P., a holding company whose subsidiaries include Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”, and together with FGH Parent, L.P. and its other subsidiaries, as applicable, “Fortitude”), inclusive of an interest previously acquired by Carlyle that was contributed to the Advisory Client. The Advisory Client has made, and may in the future make, follow-on investments in Fortitude. Carlyle has entered into investment management and advisory agreements (the “IMAs”) with Fortitude and certain companies with which Fortitude has reinsurance agreements, including Fortitude Carlyle Asia Re, Ltd. (“FCA Re”), a Bermuda-domiciled reinsurance company that reinsures liabilities of affiliates of Fortitude and in which Carlyle and Fortitude own interests (the “Reinsurance Counterparties”), pursuant to which Fortitude and the Reinsurance Counterparties have invested in, and have granted Carlyle with discretionary authority to continue to invest certain of their assets into, various funds, investment vehicles and other direct investments sponsored or managed by Carlyle, AlpInvest and NGP. Pursuant to a portfolio services agreement with Fortitude, Carlyle is the exclusive provider of alternative asset management and advisory services with respect to certain new business acquired by Fortitude with respect to certain asset classes, and pursuant to a strategic advisory services agreement with Fortitude, Carlyle provides certain advisory services to Fortitude and its subsidiaries, including (among other services) advice on asset

allocation and selection of investment advisors with respect to all asset classes. Carlyle expects to continue to pursue strategic asset management relationships with other insurance and reinsurance companies. Carlyle receives compensation, including management fees and carried interest or incentive fees, in connection with investments made in Advisory Clients under the IMAs. These amounts will not offset the management fee payable by any Advisory Client to CIM and will not be shared with any Advisory Client. To the extent they invest in an Advisory Client, it is expected that certain Reinsurance Counterparties would be represented on any Investor Advisory Committees of the Advisory Clients that Carlyle causes it to invest in under the IMAs, with full voting power and that such Reinsurance Counterparties would be entitled to vote in connection with any limited partner vote of an Advisory Client, while certain other Reinsurance Counterparties will have arrangements that will result in them not exercising their voting rights and being a non-voting observer on any investor advisory committee and a non-voting limited partner. To the extent Fortitude or FCA RE invest in an Advisory Client, it is expected that they would be non-voting observers on any Investor Advisory Committees of the Advisory Clients that Carlyle causes them to invest in under the IMAs, with no voting power and that they would not be entitled to vote in connection with any limited partner vote of an Advisory Client. In light of the reinsurance relationship between Fortitude and the Reinsurance Counterparties, which provides that the investment performance of the Reinsurance Counterparties inures to Fortitude’s benefit or detriment, it is possible that the Reinsurance Counterparties that have voting power may exercise their Investor Advisory Committee or limited partner votes in a way that is different than they would absent this relationship. Carlyle expects to continue to pursue strategic asset management relationships with other insurance and reinsurance companies including via ceding relationships and otherwise and to continue to establish managed accounts related to such relationships. Carlyle generally expects to treat any such insurance account as an Advisory Client for the purposes of allocating investment opportunities and related fees and expenses. Transactions with Potential and Actual Investors and Co-Investors CIM and its affiliates from time to time engage in transactions with prospective and actual investors and co-investors that entail business benefits to such investors including, for the avoidance of doubt, Fortitude Re, Reinsurance Counterparties, beneficial owners of other advisory clients and any of their affiliates. Such transactions may be entered into prior to, or coincident with, an investor’s admission to an Advisory Client (or commitment to co-invest) or during the term of their investment. The nature of such transactions can be diverse and may include benefits relating to one or more Advisory Clients and their respective portfolio companies. Examples include the ability to co-invest alongside Advisory Clients, sales of companies to investors and recommendations to underwriters for allocations in initial public offerings, or loans to co-investors (or joint venture partners) by Carlyle or a Carlyle-sponsored investment vehicle. An Advisory Client may sell investments to any third party, including investors in such Advisory Client or other Advisory Clients. Investing in an Advisory Client does not give investors access to any such transactions.

Personnel CIM and its affiliates from time to time hire short-term or long-term personnel (including secondees and interns) who are employees, relatives of or are otherwise associated with an investor, portfolio company or a service provider. Although reasonable efforts are made to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee that CIM can control for all such potential conflicts of interest, and there may continue to be an ongoing appearance of a conflict of interest. Third-party service providers and vendors (including law firms) that provide services to CIM and its affiliates may from time to time second personnel to Carlyle at reduced rates or at no cost to Carlyle. A secondee may predominantly or exclusively work on matters applicable to CIM (and not to Advisory Clients), and accordingly Advisory Clients may not benefit from such secondee to the same extent as CIM. Such arrangements may give Carlyle an incentive to favor the service provider or vendor that employs the secondee (including by engaging the service provider or vendor on matters related to Advisory Clients), including in cases where other vendors or service providers may provide better or more cost-effective services. In addition, from time to time, certain Carlyle personnel (including secondees and temporary personnel or consultants that may be short-term or long-term arrangements) may be seconded to one or more Advisory Client portfolio companies and provide finance, administrative and other services to such portfolio companies and the compensation for such personnel during the secondment will be borne by such portfolio companies (in whole or in part). To the extent Carlyle receives any fees or expense reimbursement from such portfolio companies with respect to such personnel, they will not be subject to the management fee offset provisions and the investors may not receive the benefit of such fees or compensation. Such personnel may also be seconded to one or more investors. Portfolio Company Relationships The portfolio companies of certain Advisory Clients and the borrowers or issuers of financial instruments held by certain Advisory Client portfolios may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other Advisory Clients or Carlyle, that, although Carlyle determines to be consistent with the requirements of such Advisory Clients’ governing agreements, may not have otherwise been entered into but for the affiliation with Carlyle, and which may involve fees and /or servicing payments to Carlyleaffiliated entities which are not subject to the management fee offset provisions described in Item 5. Such fees and/or servicing payments generally are expected to be at or below market rates or otherwise at rates that Carlyle believes are reasonable, although Carlyle does not expect to obtain benchmarking data in respect of all such fees and/or servicing payments, or that relevant comparisons will be available to the extent it, from time to time, seeks such benchmarking data. To the extent that a portfolio company of a Carlyle-related fund is providing such a service, such portfolio company and such Carlyle-related fund will benefit. Further, the benefits received by the particular portfolio company providing the service may be greater than those received by such

Advisory Client and its portfolio companies providing the service. Portfolio companies directly or indirectly owned by other Advisory Clients may provide services to the Advisory Client and its investments and one or more such portfolio companies may be providing such services exclusively to Carlyle or one or more other Carlyle portfolio companies, from time to time or in the normal course of business. In addition, for example, Carlyle may, like other private equity firms, in the future cause portfolio companies to enter into agreements regarding group procurement, benefits management, data management and/or mining, technology development, purchase of title and/or other insurance policies (which may be pooled across portfolio companies and discounted due to scale) and other similar operational initiatives that may result in fees, commissions or similar payments and/or discounts being paid to the investment advisor or its affiliates or to a portfolio company, including related to a portion of the savings achieved by the portfolio company. In addition, portfolio companies of other Carlyle-related funds may do business with, support or have other relationships with competitors of an Advisory Client’s portfolio companies, and in that regard prospective investors should not assume that a company related to or otherwise affiliated with Carlyle will only take actions that are beneficial to or not opposed to the interests of the Advisory Client and its portfolio companies. For example, it is possible that certain portfolio companies of the other Carlyle-related funds or companies in which the other Carlyle-related funds have an interest will compete with an Advisory Client for one or more investment opportunities. In addition, it is possible that one or more portfolio companies of an Advisory Client may look to buy or sell a business or asset to or from a portfolio company of another Carlyle-related fund (or to or from the other Carlyle-related fund itself). With respect to transactions or agreements with portfolio companies, if unrelated officers of a portfolio company have not yet been appointed, Carlyle may be negotiating and executing agreements between Carlyle and/or Advisory Clients on the one hand, and the portfolio company or its affiliates, on the other hand, which could entail a conflict of interest in relation to efforts to enter into terms that are arm’s length. The measures Carlyle may use to mitigate such conflicts include involving outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms. Additionally, Carlyle may hold equity or other investments in companies or businesses (even if they are not “affiliates” of Carlyle) that provide services to or otherwise contract with portfolio companies. In connection with such relationships, Carlyle may also make referrals and/or introductions to portfolio companies (which may result in financial incentives (including additional equity ownership) and/or milestones benefiting Carlyle that are tied or related to participation by portfolio companies). Advisory Clients and its investors will not share in any fees or economics accruing to Carlyle as a result of these relationships and/or participation by portfolio companies. Insurance The general partner of an Advisory Client will cause such Advisory Client to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers and insurance lawyers) for, insurance (including cyber insurance) to insure such Advisory Client, its general partner, CIM, Carlyle and/or their respective directors, officers, employees, agents,

representatives, members of the Advisory Client’s Investor Advisory Committee and other indemnified parties, against liability in connection with the activities of such Advisory Client. This includes a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by Carlyle that cover the Advisory Client, other Carlyle advisory clients, CIM and/or Carlyle (including their respective directors, officers, employees, agents, representatives, members of the Investor Advisory Committee and other indemnified parties). Carlyle will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among Advisory Clients, other Carlyle advisory clients, CIM and/or Carlyle on a fair and reasonable basis, in its sole discretion, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in an Advisory Client bearing less (or more) premiums, fees, costs and expenses for insurance policies. Certain Guarantees From time to time, counterparties to transactions in which an Advisory Client participates (including lenders) may require such Advisory Client to guarantee, or otherwise be liable for, the obligations of other Advisory Clients and accounts participating in such transactions. In such situations, it is not expected that such Advisory Client would be compensated for providing such guarantee. Atlas and International Energy Certain members of the international energy team will devote a portion of their time to overseeing existing portfolio companies of Atlas NV, which is not an affiliate of Carlyle. The oversight of these Atlas portfolio companies and the international energy team’s sub-advisory role for Carlyle could create situations in which there is a potential or actual conflict of interest. To the extent that such conflicts of interest arise, relevant procedures described in governing agreements of the Advisory Client will be followed, and may include the approval of the Investor Advisory Committee, majority interest of the Advisory Client, or other procedural steps reasonably designed to mitigate the risks to the Advisory Client. Class Action Notices On occasion, CIM receives class action notifications inviting Advisory Clients to participate in a class action lawsuit and/or settlement as applicable. In assessing whether to participate, CIM will calculate an estimate of the potential recovery amount, including projected legal and administrative costs. If the cost of participation appears likely to exceed the potential recovery amount or result in a de minimis settlement amount for the Advisory Client, CIM may conclude that it is not appropriate for the Advisory Client to participate in the class action. Carlyle AlpInvest From time to time, advisory clients of the AlpInvest investment advisers are expected to provide portfolio financing, capital to or otherwise invest as a co-investor in certain funds, accounts or

investments managed or advised by other sponsors or managers of private funds. The strategies of such sponsors or managers have historically overlapped and are likely to continue to overlap with the investment strategies of the advisory clients managed by CIM and other Carlyle affiliates. It is therefore likely that the AlpInvest investment advisers will create additional competition in the market or independently consider the same investment opportunities as CIM Advisory Clients, and thereby, on any given occasion, compete directly or indirectly with CIM or Carlyle for the same or similar investment opportunities. For example, AlpInvest may seek to co-invest alongside a third-party private equity fund that is actively bidding on a target company in competition with one or more of CIM’s Advisory Clients. If the other third-party fund secures the investment for its advisory clients, AlpInvest’s advisory clients will participate in the transaction and not CIM’s Advisory Clients. Relatedly, where permitted under the specific legal and/or organizational documents of an AlpInvest advisory client, such advisory client may invest in entities in which other advisory clients of CIM or other Carlyle-affiliated investment advisers (e.g., pooled investment vehicles and managed accounts) have or are concurrently making a separate investment and, likewise, advisory clients of CIM or other Carlyle-affiliated investment advisers may invest in entities or assets in which AlpInvest advisory clients have an existing investment or are concurrently making an investment. In such situations, the AlpInvest advisory clients and other Carlyle entities may have conflicting interests (e.g., over the terms of, or actions taken with respect to, their respective investments). In distressed situations, these interests may be in conflict over such matters as whether to put an issuer in default, whether to grant consents or waivers, or whether to pursue litigation. In a bankruptcy proceeding, such advisory clients’ interests may be subject to enhanced scrutiny, subordinated or otherwise adversely affected by virtue of the involvement and actions of an affiliate of Carlyle relating to the company involved in the bankruptcy proceeding. Further, a Carlyle-advised Regulated Vehicle may seek to make an investment in an issuer at or around the same time that an AlpInvest advisory client seeks to make an investment in the same issuer. Federal securities laws and related SEC regulations may prohibit the Carlyle-advised Regulated Vehicle and the AlpInvest advisory client from making the investment absent the ability to rely on the Exemptive Order. Additionally, a Carlyle-advised Regulated Vehicle may seek to make an investment in an issuer in which an AlpInvest advisory client holds an existing substantial (direct or indirect) interest and can exert some measure of control, which may preclude the Carlyleadvised Regulated Vehicle from making the investment. In addition, the AlpInvest investment advisers expect to cause an advisory client of such advisers to hold, if permitted under its investment restrictions, interests in one or more Carlyle funds or coinvestment opportunities. Given the relationship between such investment advisers and Carlyle, such advisers may be incentivized to invest in (i) Carlyle-sponsored underlying funds or investments, as opposed to underlying funds or investments sponsored or managed by potential competitors of Carlyle or (ii) certain Carlyle-sponsored underlying funds or investments over other Carlyle-sponsored funds or investments, including where such funds or investments have differing levels of fees or have different relative capital needs. Any such investment by an AlpInvest advisory client is expected to be made on arm’s-length terms (or otherwise consented to or approved, e.g., by investors or advisory clients), subject in any case to applicable information barriers and the confidentiality restrictions arising from particular fund or vehicle agreements, as

well as any applicable adviser’s fiduciary duties to its advisory clients. Furthermore, transactions involving the purchase (or sale) of securities by an Advisory Client from (or to) an advisory client of an AlpInvest adviser (e.g., the acquisition of a portfolio company from a third-party private equity fund where an AlpInvest advisory client is a co-investor) may constitute a cross-trade or a principal transaction in certain circumstances. Accordingly, prior to any potential cross-trade or principal transaction involving an Advisory Client, CIM will determine whether or not the trade would constitute a cross-trade or principal transaction, and if so, that all required notice and consent requirements have been satisfied.

On January 13, 2025, the SEC announced settled charges against several of the financial services and investment advisory firms that were part of the sweep investigation, including CIM and two other Carlyle investment advisors, CGCIM and AlpInvest Partners B.V., for failure to maintain and preserve electronic communications and related violations under the Advisers Act. The three Carlyle investment advisors paid a combined civil penalty of $8.5 million, with $5.6 million allocated to CIM, and agreed to implement certain limited remedial measures. In the ordinary course of business, Carlyle is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Additional information regarding such matters is available in current public filings with the SEC for the Public Company (see ir.carlyle.com).

states, the District of Columbia, the Commonwealth of Puerto Rico and the Virgin Islands, and is a member of the Financial Industry Regulatory Authority (“FINRA”). Additionally, TCG Capital Markets operates under an international dealer exemption in the Canadian provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec and Saskatchewan. TCG Capital Markets conducts U.S.-based marketing and fundraising activities for our Global Private Equity, Global Credit, and Carlyle AlpInvest business lines, and houses our anti-money laundering compliance function. TCG Capital Markets acts as a placement agent, on a best-efforts basis, with respect to the offer and sale of investment funds and certain interests in private investment vehicles (most of which are affiliated, and include Advisory Clients), interests in special purpose vehicles (including debt and equity tranches of CLOs for which CIM serves as collateral manager through its relying advisers, including Carlyle CLO and CBAM CLO) and underwriting or sponsoring mutual funds in a wholesaler capacity. Certain registered representatives of TCG Capital Markets also may be providing investment advisory services to Advisory Clients and to advisory clients of Carlyle-affiliated investment advisers. These individuals are subject to the policies and procedures of TCG Capital Markets when engaging in securities-related transactional activities in addition to CIM’s (or the relevant Carlyle-affiliated advisers’) policies and procedures. TCG Capital Markets also operates as part of the GCM platform within Global Credit, and engages in the underwriting, syndication and placement of securities of corporate issuers in private transactions, underwriting, syndication of corporate issuers in public offerings (including IPOs) and/or participating in the underwriting syndicate for public offerings, among other related activities. The GCM platform also includes TCG Senior Funding, L.L.C., an affiliate of TCG Capital Markets, which has been established to arrange, place underwrite, originate and syndicate loans, and may act as the initial purchaser of such loans. GCM is expected to collect a variety of fees including the fees discussed in Item 5. Certain registered representatives of TCG Capital Markets also are expected to be providing investment advisory services to Advisory Clients and to advisory clients of Carlyle-affiliated investment advisers. These individuals are subject to the policies and procedures of TCG Capital Markets when engaging in securities-related transactional activities in addition to CIM’s (or the relevant Carlyle-affiliated investment advisers’) policies and procedures. Also see “Carlyle Global Capital Markets Provider” in Item 8. A GCM Provider may, from time to time, manage or otherwise participate in underwriting syndicates and/or selling groups with respect to the securities, debt instruments and loans of portfolio companies and other non-controlled entities in or through which Advisory Clients and other Carlyle-affiliated advisory clients have invested including in respect of securities or other instruments of such portfolio companies in which Advisory Clients and other Carlyle-affiliated advisory clients have invested, and with respect to securities and other instruments held directly or indirectly by certain co-investment vehicles. In addition, a GCM Provider may otherwise be involved in the public or private placement of such securities and other instruments, and/or may provide capital markets advisory services to portfolio companies and other noncontrolled entities in or through which Advisory Clients or other Carlyle-affiliated advisory clients invest, including

in connection with mergers and acquisitions, and may provide acquisition financing and other corporate lending services to such entities in addition to financing provided through investments of Advisory Clients or other Carlyle-affiliated advisory clients. A GCM Provider may also provide syndication services to such entities including in respect of co-investments in transactions participated in by Advisory Clients or other Carlyle-affiliated advisory clients. A GCM Provider may receive GCM Fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments and other compensation, which may be payable in cash or securities and/or loans, in respect of the activities described above and may elect to waive such fees. A GCM Provider may, as a consequence of such activities, from time to time hold positions in instruments or securities and/or loans issued by portfolio companies, including, for example, where a GCM Provider commits to fund the shortfall amount, if any, resulting from the incomplete syndication of debt, including loans, or equity. Under such circumstances, the GCM Provider may commit to provide capital support for the syndication on a short-term basis (i.e., to provide certainty to Advisory Clients or other Carlyle-affiliated advisory clients that there will be sufficient capital to complete the proposed transaction) or fund a different instrument or security in the portfolio company than that held by Advisory Clients or other Carlyle-affiliated advisory clients to facilitate the syndication. In either scenario, the GCM Provider typically will sell its holdings prior to Advisory Clients or other Carlyle-affiliated advisory clients disposing of their respective investments in the portfolio company. A GCM Provider also may act as placement agent or underwriter of securities and/or loans of a third party that Advisory Clients or other Carlyle-affiliated advisory clients may purchase. A GCM Provider may act as the placement agent, generally on a best-efforts basis, with respect to the offer and sale of certain interests in private investment vehicles and special purpose vehicles for Advisory Clients or other Carlyle-affiliated advisory clients in certain jurisdictions. A GCM Provider does not generally receive compensation for such service; however, if compensation is received, such compensation would be made on a fully disclosed basis. A GCM Provider does not otherwise execute transactions on behalf of Advisory Clients or other Carlyle-affiliated advisory clients. While GCM Fees, including commissions, upfront placement fees, interest payments and other compensation paid to a GCM Provider are generally believed to be reasonable and charged at rates that are market rates for the relevant activities, there may be substantial limitations in obtaining market rates as described more fully herein. Under certain circumstances, such compensation could be determined through negotiation with related parties. Advisory Clients or other Carlyle-affiliated advisory clients generally do not have the right to share in the compensation received by a GCM Provider for its role in any transaction, unless specifically required (e.g., Exemptive Relief). The relationship CIM has with a GCM Provider may give rise to a potential conflict of interest between CIM and Advisory Clients or other Carlyle-affiliated advisory clients that have an interest in any portfolio companies or investment vehicles with respect to which a GCM Provider provides services. In particular, CIM may be seen as incentivized to seek to influence the decision to retain a GCM Provider, or transact with a GCM Provider, instead of other unaffiliated broker-dealers or other service providers or counterparties that may be more appropriate or offer better terms. Where a GCM Provider acts as a lender to a portfolio company in which Advisory Clients or other Carlyle-affiliated advisory clients hold investments in the same or different levels of the capital

structure, the arrangement may lead to a conflict between such GCM Provider and the Advisory Clients or other Carlyle-affiliated advisory clients in the event of a default by, or the liquidation of, the portfolio company or a restructuring or renegotiation of the terms of the loan. In certain circumstances, including without limitation, where a portfolio company becomes distressed and the participants in the relevant offering have a valid claim against the underwriter, the participating Advisory Clients or other Carlyle-affiliated advisory clients may have a conflict in determining whether to seek recourse or sue such GCM Provider. CIM could also be seen as incentivized to structure portfolio company transactions, including related co-investment opportunities, so that they require the use of a broker-dealer (and consequently provide an opportunity for the GCM Provider to be retained by a portfolio company or acquisition company established for the relevant transaction and generate fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments or other compensation for such an affiliated broker). A GCM Provider also provides financing and capital markets services to third parties that are not portfolio companies, including to Competitor Companies, and may act as placement agent in respect of investment funds that are sponsored and managed by other third-party investment managers, including funds that may compete with Advisory Clients or other Carlyle-affiliated advisory clients. In addition, a GCM Provider may also be engaged to provide financing or other capital markets services to third parties in connection with transactions that may also be appropriate for Advisory Clients or other Carlyle-affiliated advisory clients. In some cases, these services offered to third parties in connection with a transaction may be provided concurrently with services being provided in a similar manner to Advisory Clients or other Carlyle-affiliated advisory clients even if the Advisory Clients or other Carlyle-affiliated advisory clients has a competing interest with the third party. In providing such services to third parties, including to Competitor Companies, a GCM Provider may come into possession of information that they are prohibited from acting on (including on behalf of an Advisory Client or other Carlyle-affiliated advisory clients) or disclosing to CGCIM or CIM or its affiliates as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the best interests of Advisory Clients or other Carlyle-affiliated advisory clients. A GCM Provider’s ability to receive commissions or other transactional compensation in certain capital markets transactions on the basis of an Advisory Clients’ or other Carlyle-affiliated advisory clients’ participation may be limited in certain circumstances. As a result, in the event that such services are provided to an issuer that is or becomes a potential investment opportunity for Advisory Clients or other Carlyle-affiliated advisory clients, this limit on compensation may create a conflict of interest with such Advisory Clients or other Carlyle-affiliated advisory clients. Where a GCM Provider serves as underwriter with respect to a security or loan in which an Advisory Client or other Carlyle-affiliated advisory client invests, such Advisory Client or other Carlyle-affiliated advisory client may be subject to a “lock-up” period during which time the investment may not be sold, and may prejudice the Advisory Clients’ or other Carlyle-affiliated advisory clients’ ability to dispose of such investment at an opportune time. A GCM Provider may have access to confidential and/or material, non-public information regarding Advisory Clients, other Carlyle-affiliated advisory clients or their portfolio companies and, subject to applicable law and confidentiality agreements, may use such information in connection with financing and other

services provided by a GCM Provider. Transactions involving an Advisory Client and an affiliated broker-dealer are reported periodically to the Capital Markets Oversight Committee. In addition, CIM reviews such transactions to ensure that the requirements of Section 206(3) of the Advisers Act in respect of principal transactions between any Advisory Clients or other Carlyle-affiliated advisory clients and Carlyle or its affiliates (including a GCM Provider) are complied with in the context of such transactions. In addition, Carlyle’s investment advisory professionals are expected to be involved in such activities (e.g., participating in underwriting and lending syndicates and otherwise acting as arrangers of financing, including with respect to the public offering and private placement of debt or equity securities issued by, and loan proceeds borrowed by, the Advisory Clients and their portfolio companies) of a GCM Provider, and their activities will often give rise to fees that are not subject to any management fee offset, even though such persons are involved in investmentrelated activities on behalf of one or more Advisory Clients. Underwritings and financings can be on a firm commitment basis or on an uncommitted, or “best efforts,” basis, and the underwriting or financing parties are under no duty to provide any commitment unless specifically set forth in the relevant contract. Carlyle can be expected to also provide placement or other similar services to purchasers or sellers of securities, including loans or instruments issued by portfolio companies and other Advisory Clients. A GCM Provider will from time to time act as the member of the underwriting syndicate or broker for the Advisory Clients or their portfolio companies, or as dealer, broker or advisor to a counterparty to the Advisory Clients or a portfolio company, and purchase securities from or sell securities to the Advisory Clients or portfolio companies of Advisory Clients. A GCM Provider will also from time to time, on behalf of the Advisory Clients or their portfolio companies, or other parties to a transaction involving the Advisory Clients or their portfolio companies, effect transactions, including transactions in the secondary markets, that result in commissions or other compensation paid to a GCM Provider by the Advisory Clients or their portfolio companies or the counterparty to the transaction, thereby creating a potential conflict of interest. This could include, by way of example, fees and/or commissions for equity syndications to co-investment vehicles. Subject to applicable law, a GCM Provider will from time to time receive GCM Fees (as defined above in Item 5), which are not required to be shared with the Advisory Clients or investors, and the management fee with respect to an investor generally will not be reduced by such amounts. CIM has sole discretion to approve the foregoing arrangements if CIM believes in good faith that such transactions are appropriate for the Advisory Clients. Other Affiliated Broker-Dealers A subsidiary of CIM, Carlyle Australia Equity Management Pty Limited (“CAEM”), is incorporated in Australia and is licensed by the Australian Securities and Investments Commission as an Australian financial services licensee. As an Australian financial services licensee, CAEM is authorized to carry on a financial services business to provide advice on and deal in financial products (managed investment schemes and securities) for wholesale clients. CAEM does not currently intend to hold client monies or securities for, or owe money or securities to, clients generally. CAEM and its individual staff members are subject to the policies and procedures of

CAEM when performing its authorized financial services activities in addition to CIM’s (or the relevant Carlyle-affiliated advisers’) policies and procedures. Another subsidiary of CIM, Carlyle Hong Kong Equity Management Limited (“CHKEM”), is incorporated in Hong Kong and is licensed by the Hong Kong Securities and Futures Commission to carry on Type 1 (dealing in securities) regulated activity in respect of professional investors. CHKEM does not hold client monies or assets on behalf of clients. Carlyle Asia Limited (“CAL”) is licensed by the Hong Kong Securities and Futures Commission to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities in respect of professional investors. CAL and CHKEM and its individual staff members are subject to the policies and procedures of CAL or CHKEM, as appropriate, when performing its regulated activities in addition to CIM’s (or the relevant Carlyle-affiliated advisers’) policies and procedures. Another subsidiary of CIM, Carlyle Singapore Investment Advisers Pte Limited (“CSIAL”) holds a capital market services license and an exempt financial adviser status registration with the Monetary Authority of Singapore (“MAS”) to carry on fund management and dealing in securities activities in respect of institutional and accredited investors. CSIAL and its individual staff members are subject to the policies and procedures of CSIAL when performing its regulated activities in addition to CIM’s (or the relevant Carlyle-affiliated advisers’) policies and procedures. Carlyle Japan Equity Management LLC (“CJEM”) is registered with the Financial Services Agency of Japan as a Japanese Type II Financial Instruments Business Operator and is also a member of the Type II Financial Instruments Firms Association, a self-regulatory organization in Japan. Pursuant to this registration, CJEM is permitted to perform marketing activities to and private placements for specified investors with respect to interests in a limited partnership. An Advisory Client holds a significant interest in The TCW Group, Inc. (“TCW”), a Los Angelesbased financial firm. TCW has three related entities which are registered with the SEC as limited purpose broker-dealers and are members of FINRA, these being (i) TCW Funds Distributors, (ii) TCW Asset-Backed Finance Management Company LLC and (iii) TCW PT Management Company LLC. Carlyle Investments (Canada) Corporation retains an exempt market dealer license with the Ontario Securities Commission to facilitate certain marketing activities in Canada for Advisory Clients. Affiliated Business Development Companies and Registered Investment Companies Certain investment funds within Global Credit have each elected to be regulated as BDCs that are advised by CIM’s affiliated investment adviser, CGCIM, and are subject to all relevant provisions under the 1940 Act as BDCs. CGCIM also acts as the adviser to two closed-end registered investment companies, CTAC (formerly known as OFI Carlyle Private Credit Fund) and Carlyle Capital Income Fund (formerly known as Vertical Capital Income Fund). In addition, AlpInvest Private Equity Investment Management, LLC acts as the adviser to CAPM, and CAPS, each of which is a continuously offered, unlisted closed-end registered investment company. CGCIM also serves as a sub-adviser to CAPM and CAPS.

Affiliated Alternative Investment Fund Managers In January 2018, the CIM AIFM, an affiliate of CIM, was authorized in Luxembourg to operate as an alternative investment fund manager for purposes of the AIFMD. Through a series of delegation agreements, CIM and CGCIM provide portfolio management services with respect to certain private investment funds that are managed by the CIM AIFM. CIM Advisors France SAS is a tied agent of the CIM AIFM, and registered in France with ORIAS (Organisme pour le Registre des Intermédiaires en Assurance, Banque et Finance). Carlyle Real Estate SGR S.p.A. holds an authorization from the Bank of Italy to carry on fund management and real estate activities, which license was extended in 2017 to carry out AIFMDcompliant fund management and real estate activities. AlpInvest Partners B.V. also holds a license as an AIFM from the Netherlands Authority for Financial Markets pursuant to the AIFMD. Participating Affiliates CIM controls, or is under common control with, several affiliates established outside of the United States, as listed below (the “Participating Affiliates”), to assist CIM in rendering investment advice. As noted below, certain Participating Affiliates are registered with the regulatory authorities in their local jurisdiction based on their particular business and requirements of local law. Typically, these Participating Affiliates identify, evaluate and monitor investment opportunities and investments in the foreign jurisdictions in which they are located solely to advise CIM on investment opportunities in respect of an Advisory Client. CIM subjects each of the Participating Affiliates and their respective employees to CIM’s regulatory oversight and its Code of Conduct (see Item 11 below) together with its other compliance policies and procedures, including books and records maintenance, as adopted pursuant to the requirements of the Advisers Act, as applicable (in addition to applicable local laws and regulations). None of the Participating Affiliates conducts a stand-alone business apart from providing internal analysis and advice to CIM. ALLP (registered with the FCA) Carlyle Asia Investment Advisors Limited Carlyle Australia Advisors Pty Limited Carlyle Beratungs GmbH Carlyle Brasil Consultoria em Investimentos Ltda. Carlyle India Advisors Private Limited Carlyle Investment Consulting (Shanghai) Co., Ltd. Carlyle Japan, LLC Carlyle Korea Ltd. Carlyle Management Hong Kong Limited Carlyle Mauritius CIS Investment Management Limited (registered with the Mauritius

Financial Services Commission; licensed with the China Securities Regulatory Commission) Carlyle Mauritius Investment Advisors Limited (registered with the Mauritius Financial Services Commission; licensed with the Securities and Exchange Board of India) Carlyle MENA Advisors Limited (authorized by the Abu Dhabi Financial Services Regulatory Authority) Carlyle MENA Investment Advisors Limited (registered with the Dubai Financial Services Authority) Carlyle Peru Consultoria de Inversiones S.R.L. Carlyle Real Estate Advisors LLP Carlyle Real Estate Advisors S.a.r.l. (a/k/a Carlyle Real Estate Advisors France S.a.r.l.) Carlyle Real Estate SGR S.p.A. (registered with Banca D’Italia Eurosistema) Carlyle Singapore Investment Advisors Pte Ltd (licensed with the MAS) CECP Advisors LLP (registered with the FCA) CECP Advisors Ireland Limited CECP Investment Advisors France S.A.R.L. CEP Advisors, S.r.l. CIC Advisors LLP (a foreign private adviser and an appointed representative of CECP Advisors LLP, registered with the FCA) CREA Germany GmbH The Carlyle Group España, SL Other Carlyle Affiliations Due to the fact that the Public Company is a publicly traded company and that Carlyle has many different asset management and advisory businesses that operate on a global basis, CIM may be subject to increased scrutiny and greater regulatory oversight than it would be absent the Carlyle relationship. In addition, increased regulatory oversight of Carlyle and its affiliates may impose additional requirements and administrative burdens on CIM, including, without limitation, implementing new policies and procedures and complying with reporting obligations. CIM may invest on behalf of its Advisory Clients in companies or other entities in which Carlyleaffiliated advisory clients have or are concurrently making a separate investment and, likewise, Carlyle-affiliated advisory clients may invest in companies or other entities in which Advisory Clients have an existing investment or are concurrently making an investment. In such situations, Advisory Clients and such other Carlyle-affiliated advisory clients may have conflicting interests (e.g., over the terms of, or actions taken with respect to, their respective investments). Further, in a bankruptcy proceeding, the interests of CIM’s Advisory Clients may be subject to enhanced scrutiny, subordinated or otherwise adversely affected by virtue of the involvement and actions of an affiliate of Carlyle relating to such affiliate’s investment. As noted in Item 4, certain supervised persons of CGCIM are also supervised persons of CIM. Providing investment advisory services to more than one advisory client managed by different investment advisers may give rise to conflicts to the extent that an employee’s fiduciary duties to one advisory client may conflict with the interests of another advisory client. To address perceived conflicts of this nature, CIM has adopted and implemented policies and procedures,

including regarding the allocation of investment opportunities, described in Item 11. Affiliated Advisers under Common Control – Separate Federal Registrants CIM is also under common control with, or controls, several investment advisers that are separately registered as investment advisers under the Advisers Act, as follows: (i) CGCIM, AlpInvest, CASP, and CAPDP, which were described above in Item 4; (ii) multiple advisers affiliated with TCW, a Los Angeles-based financial firm (in which an Advisory Client holds a significant interest); and (iii) Content Partners LLC (“Content”), a Los Angeles-based firm that is controlled by an Advisory Client. Each of AlpInvest, CASP, CAPDP, TCW, and Content has an existence independent of CIM. Certain supervised persons of CIM, Carlyle CLO, CBAM CLO and Carlyle CLO Europe in Global Credit are also supervised persons of CGCIM. Relying Advisers Carlyle CLO Management L.L.C., a wholly-owned subsidiary of CIM formed in 2016, and Carlyle CLO Partners Manager L.L.C., a wholly-owned subsidiary of Carlyle CLO Management L.L.C. formed in 2024, act as collateral managers to certain Advisory Clients in Global Credit. In March 2022, Carlyle acquired two additional relying advisers, CBAM CLO and Carlyle CLO Europe, both of which are wholly-owned subsidiaries of CIM. Additionally, in 2016, Carlyle formed a wholly-owned subsidiary of CIM, Carlyle IDF Management L.L.C. (“Carlyle IDF”), which acts as a sub-adviser with respect to a third party managed Advisory Client in the Global Private Equity segment. Additionally, CIM directly or indirectly controls each of (i) CIM Global, L.L.C. (“CIM Global”), an investment adviser through which CIM provides advisory services to certain Advisory Clients located outside of the United States, (ii) CIM Global Asia, L.L.C. (“CIM Global Asia”), an entity that provides advisory services with respect to a real estate asset located in Australia and (iii) Carlyle Mauritius CIS Investment Management Limited (“Carlyle Mauritius”), an investment adviser that provides advisory services to an Advisory Client located in Sub-Saharan Africa, and is registered with the Mauritius Financial Services Commission. As described above, Carlyle has acquired ALLP, which is a relying adviser of CIM, as part of its acquisition of Abingworth. ALLP provides investment advisory services to pooled investment vehicles investing in the life sciences and healthcare sectors. ALLP’s status as part of the larger Carlyle organization raises certain actual and potential conflicts of interest, including that advisory clients of ALLP and its affiliates and Advisory Clients may be in competition for similar investment opportunities. CIM and each of CIM Global, CIM Global Asia, Carlyle CLO, CBAM CLO, Carlyle CLO Europe, Carlyle IDF, Carlyle Mauritius and ALLP conduct a single advisory business. Consequently, each of CIM Global, CIM Global Asia, Carlyle CLO, CBAM CLO, Carlyle CLO Europe, Carlyle IDF, Carlyle Mauritius, CISM and ALLP are deemed to have registered through CIM’s Form ADV as

“relying advisers”. Exempt Reporting Advisers CELF is exempt from registration with the SEC as an “Exempt Reporting Adviser” under the exemption from the SEC’s investment adviser registration requirements set forth in Rule 203(m)1 under the Advisers Act. Related General Partners/Managing Members CIM is under common control with several general partners/managing members of Carlylesponsored investment vehicles. CIM, either directly or indirectly, enters into investment advisory agreements to provide all investment advisory services regulated by the Advisers Act to certain Carlyle-sponsored investment vehicles. Strategic Alliances Carlyle has entered into one or more strategic alliances (e.g., NGP) with other investment firms which involve certain of its personnel and for which Carlyle may have an ownership interest and is expected to receive some financial benefit for such alliances (e.g., carried interest). Carlyle owns certain economic interests in NGP. NGP focuses on investments across a range of energy and natural resource assets in North America, including oil and gas resources, oilfield services, pipelines and processing. Carlyle does not control NGP or its current funds. NGP is separately registered as an investment adviser under the Advisers Act. In November 2018, Carlyle acquired a passive minority share of the outstanding equity securities of Institutional Capital Network, Inc. (“iCapital”). iCapital provides fund administration services to certain Advisory Clients. iCapital is an affiliate of iCapital Advisors, LLC, which is registered as an investment adviser under the Advisers Act. References to CIM do not include references to iCapital Advisors, LLC. In July 2023, Carlyle entered in a strategic alliance with Grupo Romero Asset Management (“GRAM”). GRAM provides sub-advisory services to Carlyle in respect of an existing Advisory Client. Carlyle provides certain administrative services to GRAM and may refer certain investment opportunities to GRAM (or vice-versa). In addition, Advisory Clients may invest in certain Hispanic middle-market companies alongside GRAM. Carlyle has no ownership interest in GRAM, Carlyle does not control GRAM or its current funds, and references to CIM do not include references to GRAM. Carlyle AlpInvest Competitive Activities Carlyle’s AlpInvest business is permitted to allocate a portion of advisory client portfolios to longdated, illiquid, restricted or other similar securities and investment opportunities (which may include mezzanine, direct lending, private credit, distressed debt and equity, high-yield debt, bank loans and private-equity investments), and whose investment strategies are expected to therefore overlap with those of CIM’s Advisory Clients. As noted above, it is therefore possible that

AlpInvest advisory clients will independently consider the same investment opportunities as the Advisory Clients, and thereby, on any given occasion, compete with Carlyle for the same investment opportunity. Due to the one-way information barrier between AlpInvest and the rest of Carlyle, and the separate existence of AlpInvest, and the rest of Carlyle, such potentially competitive activities could occur, and Carlyle may not be aware of such activity and/or be in a position to remedy such activity. Other Competitive Activities Other investment advisers affiliated with Carlyle (or their employees), including CGCIM, AlpInvest, CASP and CAPDP may conduct other business activities that could present a potential conflict of interest with Carlyle, CIM and/or CIM’s Advisory Clients. For example, within Global Credit, advisory clients of CGCIM and Advisory Clients may be in competition for similar investment opportunities. Please see “Allocation of Investments” below for a more detailed discussion of the procedures adopted regarding this potential overlap. Possession of Material, Non-Public Information and other Trading Restrictions As discussed in Item 8, Carlyle has implemented an information barrier to segregate the flow of material, non-public information between Global Credit and the rest of Carlyle. The purpose of this information barrier is to mitigate potential conflicts of interest and address certain regulatory, legal and contractual requirements in order to minimize restrictions on collaboration between Global Credit and the rest of Carlyle. For example, if Carlyle comes into possession of material, non-public information, the information barrier protects the investment activities of Global Credit, on the one hand, and the rest of Carlyle, on the other hand, by preventing such information from being imputed from one business unit to the other. From time-to-time Carlyle may permit certain investment professionals within Global Credit to participate in certain Carlyle-related investment advisory activities outside of Global Credit. To the extent such investment professionals acquire material, non-public information in connection with such activities Global Credit may be restricted from making certain investments. Carlyle further may, from time-to-time, adjust the parameters of the Global Credit information barrier to provide more discretion, including a narrowing of such information barrier, to Carlyle in its application of such information barrier or erect temporary or permanent information barriers within Global Credit. At the same time, within Global Credit, with the exception of an information barrier affecting CASP, there is no information barrier between CIM and other separately registered investment advisers affiliated with CIM that are part of the group. Global Credit generally operates a single restricted list to which CIM’s Global Credit advisory clients are subject. As a consequence, CIM may not be able to buy or sell a particular security on behalf of certain of its Advisory Clients because Global Credit may be deemed to be in possession of material, non-public information. Similarly, in such circumstances, CIM may not be able to dispose of a security owned by an Advisory Client, even in a declining market, until the information becomes publicly available or no longer material and the security is no longer restricted. In addition, Carlyle and AlpInvest maintain a one-way information barrier between AlpInvest

businesses (including the Carlyle elements of AlpInvest), on the one hand, and the other business segments of Carlyle, on the other hand. The information barrier restricts the flow of certain nonpublic, commercially sensitive investment information regarding AlpInvest to the other Carlyle business segments, other than for certain regulatory, reporting and similar purposes. Other information is not restricted between the firms. Collaboration between AlpInvest personnel and other Carlyle personnel is subject to certain restrictions, including that no Carlyle personnel generally may serve on or participate in any AlpInvest investment committees. In addressing the misuse of material, non-public information, Carlyle and AlpInvest maintain a shared restricted trading list for their personnel and advisory clients, except that Global Credit maintains a separate restricted trading list for Global Credit advisory clients. Carlyle also will from time-to-time erect information barriers or similar policies, procedures or guidelines for reasons of insulating material, non-public information and Carlyle may decide to remove information barriers. Carlyle has established policies and procedures regarding the implementation and operation of information barriers and trains its professionals on such policies and procedures. Other Activities and Relationships The employees of Carlyle and its affiliates may serve on the boards of directors of portfolio companies of Advisory Clients. Serving in such capacity may give rise to conflicts to the extent that an employee’s fiduciary duties to a portfolio company as a director may conflict with the interests of an Advisory Client.

The Code of Conduct provides guidance in specific areas, including but not limited to, confidentiality of Carlyle information, personal investments, gifts and entertainment, protection of persons who engage in “whistle blowing” activities from retaliation and personal political activities. This Code of Conduct is available to Advisory Clients, investors or prospective clients or investors by writing to Carlyle Investment Management L.L.C., 1001 Pennsylvania Avenue, NW, Washington, DC, 20004, Attn: Investor Relations. Further, Carlyle has adopted additional written policies and procedures to account for the pay-toplay regulations promulgated by the SEC, and to comply with the New York Attorney General’s

Public Pension Fund Reform Code of Conduct 7, which governs Carlyle’s interactions with U.S. public pension funds. Carlyle has developed and integrated into its investment process a set of responsible investment guidelines that consider the environmental, social and governance implications of its controloriented investments. Those guidelines are available to clients, investors or prospective clients or investors by writing to the address noted above or by visiting Carlyle’s website (www.carlyle.com). Principal Transactions CIM, as investment manager, or an affiliate engages in principal transactions (i.e., transactions in which CIM or an affiliate is deemed to be acting for its own account by buying a security from, or selling a security to, an Advisory Client). These transactions introduce a potential conflict of interest between its own interests and those of the Advisory Client. CIM has established policies and procedures to comply with the Advisers Act when engaging in principal transactions with Advisory Clients. Additionally, investment guidelines and an Advisory Client’s charter documents may limit principal transactions on a more restrictive basis than the Advisers Act. In general, CIM avoids secondary market transactions in which it knowingly transacts, directly or through a broker-dealer, with advisory clients of CGCIM or Carlyle Aviation Partners. Transactions between an affiliated broker-dealer and an Advisory Client may constitute a principal transaction. Accordingly, prior to any potential principal transaction involving an Advisory Client, CIM will determine whether or not the trade would constitute a principal transaction, and if so, that all required notice and consent requirements have been satisfied. In connection with Carlyle’s AlpInvest business, transactions involving the purchase (or sale) of securities by an advisory client of one of the AlpInvest managers from (or to) an affiliate of Carlyle may constitute a cross-trade or a principal transaction in certain circumstances. Accordingly, prior to any potential cross-trade or principal transaction involving an AlpInvest manager’s advisory client, such manager will determine whether or not the trade would constitute a cross trade or principal transaction, and if so, that all required notice and consent requirements have been satisfied. Fund Notice and Consent Details of any such transaction typically are disclosed in the offering documents of an Advisory Client. In other cases, principal transactions may occur after an Advisory Client has held an initial closing. In those cases (other than certain Global Credit advisory clients), either the Advisory Client or an independent representative of the Advisory Client must receive notice of the transaction and consent to the transaction prior to CIM or an affiliate settling the principal This code of conduct is available to clients, investors or prospective clients or investors by writing to Carlyle Investment Management L.L.C., 1001 Pennsylvania Avenue, NW, Washington, DC, 20004, Attn: Investor Relations.

transaction. An Investor Advisory Committee (or a board of directors, if applicable) is typically established for each Advisory Client to, among other things, receive notice of, advise on and provide consent to certain conflicts of interest matters, such as principal transactions. Certain Global Credit advisory clients may follow a different procedure because of the absence of a separate Investor Advisory Committee. In the case of a principal transaction, typically a qualified independent agent is engaged to review and approve of such transactions (where the independent agent determines, in its sole judgment, that the monetary or business consideration arising therefrom would be substantially as advantageous to the Advisory Client as the monetary or business consideration which the Advisory Client would obtain in a comparable arm’s-length transaction with a person who is not an affiliate of the Advisory Client). In the case of Global Credit advisory clients, principal transactions generally require that the price reflect the average of the midpoints of the then-prevailing related bid and ask quotations of at least two independent brokers and/or pricing services as a condition to the engaging in the transaction. If two market or pricing service quotations are not available, the instrument will be fair valued in accordance with CIM’s valuation policies and procedures. Separate Account Notice and Consent In the case of an Advisory Client that is a separately managed account, CIM will notify the Advisory Client itself or a duly appointed, independent representative of the Advisory Client to obtain consent for any principal transaction. Other Notice and Consent Considerations In general, CIM will not engage in principal transactions with accounts of a retirement plan subject to ERISA unless approved by Carlyle’s General Counsel, Chief Compliance Officer, and, if necessary, competent ERISA counsel. Cross Transactions CIM from time to time allows Advisory Clients to engage in cross transactions, which occur when a transaction is effected directly between two or more of CIM’s Advisory Clients. Cross transactions may benefit advisory clients because they can avoid certain transaction fees. They also create conflicts of interest because, by not exposing buy and sell transactions to market forces, advisory clients may not receive the benefits of best price, or, an adviser might seek to prop up the performance of one advisory client by selling under-performing assets to another advisory client in order, for example, to earn higher fees. CIM has established policies and procedures that address permissible cross transactions. Subject to the terms of the Advisory Client’s (other than certain Advisory Clients managed by Global Credit) organizational documents (which may exclude certain follow-on investments and other transactions from any applicable consent requirements) as well as applicable law and regulations, typically: (i) notice must be provided to each Advisory Client or an independent representative of each such Advisory Client prior to proceeding with the cross transaction; (ii) if an Investor

Advisory Committee of a particular Advisory Client has been established under the Advisory Client’s charter and organizational documents, it must provide consent (generally by majority of the Investor Advisory Committee’s members) prior to engaging in such cross transaction; and (iii) records of such notices and consents must be maintained as part of CIM’s books and records. Typically, the governing agreements for each of the Advisory Clients address permissible cross transactions. In the case of a separately managed account, the investment management agreement or similar documentation addresses cross transactions. See also Item 8 – “Co-Investments” regarding transfers of an investment from an Advisory Client to an entity formed to hold coinvestment. Global Credit follows separate procedures when a cross transaction involves liquid credit Advisory Clients. CIM has established the following procedures in such context: (i) unless otherwise preapproved by Carlyle’s Chief Compliance Officer or General Counsel, no consideration should be paid (aside from customary fees for advice and management) other than the current market price of the instrument (including brokerage commissions); (ii) generally, the execution price reflects the average of the midpoints of the then-prevailing related bid and ask quotations of at least two independent brokers and/or pricing services (and if two market or pricing service quotations are not available, the instrument will be fair valued in accordance with CIM’s valuation policies and procedures, and in certain instances involving CLO Advisory Clients where a loan is represented by a sole agent bank, and the loan is performing (i.e., not distressed) and trading at volumes and actionable levels that demonstrate sufficient market liquidity, the execution price for such loan may be established based on a single quote obtained from such agent bank); (iii) settled cross transactions are reviewed by the Global Credit Compliance and Regulatory Committee, a committee comprising senior personnel from Carlyle’s compliance department and Global Credit, to determine compliance with CIM’s procedures; (iv) internal documentation of the cross transaction must be established and maintained, including (among other things) internal transaction reports that contain material transaction information, such as independent pricing of the investment crossed between Advisory Clients; (v) Advisory Clients will receive notification of cross transactions in periodic reports; and (vi) Carlyle’s Chief Compliance Officer or designee must pre-approve the cross transaction. ERISA accounts generally will not participate in cross trades absent the written consent of Carlyle’s Chief Compliance Officer, General Counsel, and/or competent ERISA counsel. Financial Interests in Advisory Client Recommendations As described in more detail in Item 5 – “Fees and Compensation”, in addition to management fees payable, incentive fees payable and carried interest allocable to CIM and its affiliates, with regards to certain Advisory Clients, including Global Private Equity Advisory Clients, CIM and its affiliates receive acquisition, monitoring, disposition and certain other fees with respect to advisory and related services provided in connection with investments by Advisory Clients. CIM generally has a conflict of interest to the extent that it has an opportunity to earn such a fee in connection with investments by Advisory Clients. However, CIM believes that applicable management fee offset provisions described in Item 5 and the substantial equity commitment by

CIM and its affiliates in Advisory Clients substantially mitigates this incentive. Any fees paid to CIM by a portfolio company or an Advisory Client are generally assessed on an arm’s-length basis and generally on terms that are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party. Accordingly, the agreements pursuant to which such fees are paid typically are not required to be reviewed by the Investor Advisory Committee or the investors of the participating Advisory Clients. CIM’s policies prohibit the allocation of investment opportunities based on anticipated compensation or profits to Carlyle, CIM, any affiliates or their professionals. Further, CIM may recommend the securities or loan instruments of portfolio companies for acquisition by an Advisory Client where Carlyle, its affiliates (including a portfolio company of a different Advisory Client), or a Carlyle professional renders services to, engages in transactions with, or has a business relationship with (i.e., board seat), and receives fees from, the portfolio company. See Item 17 for additional information regarding CIM’s policies on voting on behalf of Advisory Clients, which include protocols on handling conflicts of interest (e.g., when Advisory Clients or GCM are invested in different parts of the capital structure). In addition, Advisory Clients, CIM or its affiliates may own equity interests in certain CLOs to which CGCIM, CIM or its affiliates provides advisory services pursuant to separate collateral management agreements. CIM’s equity interests and contractual rights in these CLOs may give it voting rights on certain matters relevant to the funds. On matters involving retention of the collateral manager (CIM or its affiliates), CIM does not, and would not be expected to, have any voting rights. On other matters, CIM’s voting interest could be significant enough to affect the outcome depending on the governance matter, especially matters that may require a super majority to effectuate a particular outcome, such as an early wind up of a fund, which, if blocked by CIM, would continue the collateral management arrangement and fees to CIM or a Carlyle affiliate. CIM expects that, as an equity owner, its economic interests would in most, if not all, cases align with the economic interests of other equity owners in a fund; however, the possibility exists that CIM could take a position on governance matters that would be adverse to other equity holders and indirectly, any noteholders in these particular CLOs. Should CIM’s interests diverge from the interests of other equity owners, decisions on how to vote CIM’s interest will be presented to Carlyle’s Conflicts Committee, a committee comprising senior management to help manage conflicts of interest that may arise during the conduct of Carlyle’s business, for review and resolution. Participation of GCM in Advisory Client Transactions As described in Items 5, 8 and 10, a GCM Provider manages or otherwise participates in underwriting syndicates and/or selling groups with respect to securities and debt instruments issued by portfolio companies, holding companies and other controlled or non-controlled entities in or through which Advisory Clients invest (including securities that are senior or junior within the capital structure of those held by Advisory Clients) or otherwise are involved in the public or private placement of securities or debt instruments issued by Advisory Clients or Carlyle portfolio companies and other controlled or non-controlling entities in or through which an Advisory Client invests. A GCM Provider also provides capital markets advisory services to portfolio companies of Advisory Clients or other Carlyle portfolio companies and other controlled or non-controlling

entities in or through which an Advisory Client invests, including in connection with mergers, acquisitions and restructurings; and will alone, or with other counterparties, which might include other Advisory Clients, third-party banks or other unaffiliated finance providers, provide acquisition financing, loans and services to such entities in addition to financing provided through an Advisory Client’s investment. In addition, affiliated broker-dealers may arrange lines of credit for (i) portfolio companies and other controlled or non-controlled entities in or through which Advisory Clients invest; (ii) Advisory Clients; and (iii) other third parties. A GCM Provider also provide loans and lines of credit to such entities. A GCM Provider may also provide investment banking, advisory and other services to affiliated or unaffiliated corporations, financial sponsors, management or other persons. Such services could relate to transactions that could give rise to investment opportunities that are suitable for Advisory Clients. In such case, the GCM Provider’s particular client would typically require it to act exclusively on its behalf, thereby precluding Advisory Clients from participating in such investment opportunities. A GCM Provider would not be obligated to decline any such engagements in order to make an investment opportunity available to Advisory Clients. In addition, GCM could come into the possession of information through these new businesses that limits an Advisory Client’s ability to engage in potential transactions. As described in Items 8 and 10, Carlyle has implemented information barrier policies to mitigate these risks. Allocation of Investments When allocating investment opportunities across Advisory Clients, there could be differences in the financial structure of the Advisory Clients potentially participating in the opportunity that could introduce an incentive for CIM to favor one Advisory Client over another. Company Procedures CIM has established allocation policies and procedures addressing CIM’s duties to allocate investment opportunities among Advisory Clients in a fair and equitable manner. Most investment opportunities that satisfy the investment parameters of a particular Advisory Client will be allocated to that particular Advisory Client. In certain cases, however, an investment opportunity may be appropriate for more than one Advisory Client. Any such allocation decisions are initially raised with the investment committee of the relevant Advisory Client that originated the investment opportunity. That particular investment committee (together with the applicable regional or business segment lead) will review the opportunity to determine if an allocation to any other Advisory Client may be appropriate in the first instance, taking into account, among other things, whether the investment satisfies each of the relevant Advisory Client’s investment objectives and the Advisory Client’s expected allocation based on its available capital commitments. Such allocation determinations are also subject to the review and approval of CIM’s Allocation Committee, comprised of senior management. If an investment opportunity will be allocated (which may include an allocation of 100% of such opportunity to a single Advisory Client), CIM will, to the extent practicable, determine in good faith that the allocation is fair and reasonable taking into account the relevant facts and circumstances CIM deems relevant, as well as parameters of the governing documents of the Carlyle-sponsored investment vehicle advised by CIM (or investment management agreement in the case of a separately managed account), the

sourcing of the transaction, the nature of the investment objective, mandate or policies (including any related contractual restrictions), results of underwriting analyses, including projected returns, focus and target hold period for each investment, 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 each such Advisory Client and other considerations deemed relevant by CIM in good faith (including, for example, various characteristics of a prospective investment, such as the country or countries in which it operates or intends to operate and concentration or other portfolio construction considerations). In certain situations, multiple Advisory Clients will invest side-by-side and investment opportunities will be allocated among such Advisory Clients using a formula-based approach. In other situations, participation of multiple Advisory Clients in a single transaction may require consent of the Investor Advisory Committee, Board of Trustees/Directors or the investors of the participating Advisory Clients (or duly appointed representative in the case of a separately managed account), as applicable. Allocation decisions are periodically reviewed to determine the reasonableness and fairness of the allocation decisions. Final allocation decisions will generally align with the allocation of costs and expenses related to the diligence and structuring of and ongoing supervision of an investment opportunity; however, in certain situations, there may be costs such as diligence costs that are allocated to Advisory Clients that considered an investment opportunity but ultimately decided to not pursue such investment opportunity. CIM’s policies prohibit the allocation of investment opportunities based on anticipated compensation or profits to Carlyle, CIM, any affiliates or their professionals. Parallel and successor Carlyle-sponsored investment vehicles advised by CIM are subject to specialized allocation procedures set forth in the governing agreements of the applicable Advisory Clients. For such Carlyle-sponsored parallel investment vehicles, allocation decisions will be made on the basis of the investment vehicles’ relative capital commitments, subject to the vehicle’s governing documents. Carlyle generally does not introduce or begin investing successor Carlylesponsored investment vehicles until the capital commitments of a predecessor Carlyle-sponsored investment vehicle have been substantially invested, committed or reserved. Subject to legal, regulatory and tax considerations (in addition to any other exceptions set forth in an Advisory Client’s governing agreements), a Carlyle-sponsored successor investment vehicle advised by CIM may only co-invest alongside a predecessor investment vehicle on materially the same terms and conditions, and, if so, investments must be allocated between the two investment vehicles on a basis that CIM believes, in good faith, to be fair and reasonable. Such allocation determinations are also subject to the review and approval of CIM’s Allocation Committee. In making allocations between such a Carlyle-sponsored successor and a predecessor investment vehicle, CIM is expected to take into consideration, among other things, the relative available capital of the investment vehicles and the investment limitations of the predecessor vehicle. In certain cases, the Investor Advisory Committee will be required to approve any co-investment by a successor investment vehicle in accordance with the terms of the vehicles’ governing agreements. In certain cases, where the equity portion of a private equity investment may exceed that which is believed appropriate for one or more of such Carlyle-sponsored investment vehicles, a successor vehicle may be allocated 100% of an investment opportunity. CIM may permit one or more strategic investors to invest in transactions in which the Advisory Client invests if CIM determines in good faith that their investment would be beneficial in consummating the Advisory Client’s investment

(including where an investor can invest or commit to invest a significant amount of capital in a short period of time), successfully operating the portfolio company or its assets, disposing of the investment or otherwise adding value to the investment because of certain skills or attributes of the strategic investor. CIM may (but is generally not required to) give investors in an Advisory Client or third parties who are not investors in an Advisory Client the opportunity to co-invest in a particular investment, including where CIM determines a portion of the equity required would unreasonably limit diversification of the Advisory Client. Co-investment offers of participation are made in CIM’s sole discretion and CIM may use any criteria it deems fit when determining which persons to offer such opportunities to, including to investors that are expected to or currently hold significant capital commitments to Advisory Clients. Investors in Advisory Clients are not entitled to be offered any co-investment opportunity by virtue of their investment in a particular Advisory Client. For additional disclosure regarding co-investments, please see the “Co-Investments” disclosure found in Item 8. As described above, the Advisory Client may bridge such investments until capital is called from co-investors. Any capital returned from such a bridge will generally be treated as not having been contributed for purposes of an Advisory Client’s governing documents. The performance of coinvestments is not aggregated with that of any Advisory Client, including for purposes of determining the calculation of carried interest or management fees. CIM may or may not charge management fees, one-time funding/upfront fees and/or carried interest in respect of coinvestments, as it determines in its sole discretion. As discussed in “Side Letters” in Item 8, the general partner (or similar managing fiduciary) of an Advisory Client may enter into side letters or other similar agreements with investors in connection with their admission to such Advisory Client which may include special rights with respect to co-investment. Carlyle is, from time to time, presented with opportunities to acquire an investment advisory business or other financial services business that are attractive to Carlyle as a direct corporate investment and which would be incorporated as part of the Carlyle global investment advisory business. To the extent such opportunities are acquired by Carlyle on its own balance sheet, they are not viewed as portfolio investments, but instead as an addition to Carlyle’s operating business as an investment adviser. Some of these acquisition opportunities may also appear to be suitable as potential investment opportunities for certain Advisory Clients. However, these potential direct corporate investments generally are excluded by contract from the investment mandate of potentially relevant Advisory Clients. To the extent an investment opportunity is rejected by the investment committee of a general partner of an Advisory Client, Carlyle, such general partner and its affiliates may not be restricted from pursuing such opportunity outside of the Advisory Client’s investment program. In such a circumstance, Carlyle may allocate such an opportunity to another Carlyle investment fund and/or managed account or to one or more entities established for the benefit of, or otherwise controlled by, one or more senior executives of Carlyle and/or their family members. In addition to mandatory investments pursuant to Carlyle’s commitment to an Advisory Client, the general partner of an Advisory Client typically has the right to allocate, in its sole discretion,

between 5-10% of each investment opportunity available to Carlyle Co-Investors. As discussed in “Co-Investments” in Item 8, Carlyle has formed (and may in the future form additional) funds, accounts or vehicles for the benefit of third-party investors to participate in investments alongside Advisory Clients that will be entitled to a portion of such allocation with respect to some or all of the investments made by Advisory Client(s), including programs designed to invest across Carlyle’s platform that are structured in part to invest alongside one or more Advisory Clients through a single account or vehicle. Any remaining portion of any such opportunity would then be subject to Carlyle’s overall allocation policies described above. For example, certain Advisory Clients can invest alongside Regulated Vehicles. Carlyle’s allocation policies and procedures are reasonably designed to ensure that co-investments alongside a Regulated Vehicle are either conducted (i) in accordance with the terms and conditions of the Exemptive Order or (ii) comply with certain SEC no-action guidance regarding funds regulated under the 1940 Act investing alongside an affiliate (e.g., if the transaction involves no negotiation of terms other than price and certain other conditions are met). Global Credit Procedures Within Global Credit, there may be multiple investment vehicles, including Advisory Clients, advisory clients of CGCIM and GCM, who have the ability to participate in an investment opportunity. Because multiple advisory clients often seek similar investments (e.g., loans or bonds), allocating investment opportunities among multiple Global Credit advisory clients is more prevalent relative to the private equity or real assets contexts. The objective of Global Credit with respect to allocations of investment opportunities is to ensure that all advisory clients to which its investment teams provide investment advisory services, including Advisory Clients, are treated in a fair and equitable manner under the particular circumstances. Accordingly, CGCIM, Carlyle CLO and CBAM CLO (relying advisers of CIM) have established allocation policies and procedures for Global Credit in an effort to ensure that investment opportunities are allocated among advisory clients, including Advisory Clients, and GCM affiliates, in a fair and equitable manner. These policies and procedures seek to provide consistent treatment, to the extent possible and consistent with legal, regulatory and contractual restrictions, of advisory clients within Global Credit that have similar investment objectives and guidelines. There can be no assurance that the application of these policies and procedures will result in fair or equivalent allocation of, or participation in, investment opportunities, or comparable performance of investments allocated to one advisory client as compared to another. Carlyle-affiliated advisory clients may vary substantially in size, investment objectives, risk tolerance, return targets, permissible asset classes, preferred asset classes and liquidity requirements. At the same time, certain investment opportunities will be appropriate for multiple advisory clients (“Overlapping Opportunities”). More specifically, these allocation policies and procedures also require that co-investments alongside a Regulated Vehicle are either conducted (i) in accordance with the terms and conditions of the Exemptive Order or (ii) must comply with certain SEC no-action guidance regarding funds regulated under the 1940 Act investing alongside an affiliate (e.g., if the transaction involves no negotiation of terms other than price and certain other conditions are met).

Relevant 1940 Act restrictions and related guidance from the SEC and/or the Exemptive Relief, or other similar or related considerations, also may restrict the ability of an Advisory Client to participate in certain transactions or take certain actions relating to investments in portfolio companies in which a Regulated Vehicle has also invested (whether before or after the Advisory Client’s investment therein), including but not limited to declining to vote or exercise its rights with respect to any such investment (which may result in the Advisory Client foregoing a consent fee or similar compensation), declining to participate in a follow-on investment or selling an investment to avoid potential violations of the 1940 Act and/or related rules thereunder. Any such determination will be made by CIM in its discretion and there can be no assurance that any such determination will be resolved in favor of the Advisory Client’s interests. The primary allocation principles for each Global Credit advisory client are derived from respective prospectus, fund partnership or operating agreements and related side letters, offering memoranda, investment or collateral management agreements, limited liability company agreements, trust indentures or other charter documents (“Client Agreements”) that govern the investment programs for such advisory clients. These allocation parameters may include: investment objective or category, industry focus, geography, security or instrument type, diversification requirements, available commitments or liquidity, target investment size, applicable law and/or regulatory guidance. Subject to the foregoing investment parameters, the investment or credit committees have the discretion to construct what, in their business judgment, constitutes an appropriate investment portfolio for a Global Credit advisory client. As such, in determining what they believe to be an appropriate portfolio for a particular Global Credit advisory client, they may give consideration to factors in addition to those outlined above. After consideration of the various factors, it may not be desirable for a Global Credit advisory client to participate in an investment opportunity or acquire all or a portion of an investment opportunity. An allocation of an Overlapping Opportunity will generally be made in accordance with the allocation policies and procedures adopted and implemented by the applicable Carlyle-affiliated investment adviser. The terms of the Client Agreements (and, in consideration of the Exemptive Relief as applicable) with respect to certain Global Credit advisory clients may require CGCIM to allocate investment opportunities to such Global Credit advisory clients in priority to allocations to other vehicles. As a result, there will likely be circumstances where Overlapping Opportunities appropriate for Advisory Clients are allocated instead to such other advisory clients of CGCIM. In addition, it is anticipated that there will be situations where a GCM Provider underwrites, originates and syndicates loans or securities in which Global Credit advisory clients may wish to invest. In such cases, the Global Credit advisory clients will receive their full participation requests ahead of such GCM Provider. A Global Credit allocation committee (“GCAC”) has been established to oversee the allocation of investment opportunities in accordance with the allocation policies and procedures adopted by CGCIM, Carlyle CLO, and CBAM CLO. The GCAC has established a Global Credit Screening Committee and a Global Credit CLO Sub-Committee to review and assess potential investments, and make an initial assessment regarding which Global Credit advisory client(s) should review the potential investment. The Global Credit Screening Committee is authorized by the GCAC to review allocations among Regulated Funds and other advisory clients investing in middle market

loans as well as allocations among Regulated Funds and Advisory Clients of Carlyle CLO and CBAM CLO. The Global Credit CLO Sub-Committee is authorized by the GCAC to review and assess potential investments of $15 million or less in the debt or equity of CLOs. Global Credit: Liquid Credit Group Allocation Procedures As a general rule, Carlyle CLO and CBAM CLO Advisory Clients are expected to be the primary investors in broadly syndicated loans. Overlapping Opportunities in the primary or secondary broadly syndicated loan market sourced by the US Liquid Credit platform first will be allocated across US Liquid Credit Advisory Clients in accordance with the applicable allocation policies and procedures, provided, however, that any negotiated Overlapping Opportunity in broadly syndicated loans with attributes meeting certain investment criteria must be shown to the Regulated Fund advisory clients in accordance with the Exemptive Relief. When the amount of an Overlapping Opportunity that falls outside of such criteria exceeds the amount that US Liquid Credit desires, CGCIM will be offered the Overlapping Opportunity for its advisory clients. While CGCIM is not often expected to source broadly-syndicated opportunities, to the extent it does, such investment allocations are subject to review and approval by the GCAC or the Global Credit Screening Committee, as applicable. A Credit Committee generally oversees the selection of investments appropriate for Advisory Clients within the Liquid Credit Group (“Liquid Credit Group”). Because multiple Advisory Clients with this strategy often seek similar investments (e.g., loans), allocating investment opportunities among multiple Liquid Credit Advisory Clients is more prevalent relative to the private equity or real assets contexts. An allocation to an Advisory Client in the Liquid Credit Group typically is prepared via an automated trade order system, specifying the Advisory Client(s) that should receive a particular investment opportunity, in accordance with the Client Agreements and the allocation guidelines established by CIM. Generally, initial allocations are prepared on a pro rata basis based upon the Advisory Client’s target size, pro rata by exposure and/or a targeted/percentage allocation, and, depending on the circumstances, may be augmented, reduced, or excluded for reasons that CIM believes are fair and equitable to the Advisory Clients. CIM may employ other methods of allocation based on the facts and circumstances, including rotation, and fill rotation. Typically, allocation methods are documented in the automated trade order system. Variations from the original allocation are documented and reviewed by Carlyle’s Chief Compliance Officer or designee. Allocations of investment opportunities among Liquid Credit Advisory Clients are periodically reviewed and monitored on an ongoing basis by the Global Credit Compliance and Regulatory Committee to determine the reasonableness and fairness of the allocations. Possession of Material, Non-Public Information and other Trading Restrictions Carlyle espouses a management philosophy of collaboration and information sharing among investment professionals to create a unified global network. Carlyle, its affiliates, and their professionals may come into contact with material, non-public information in connection with their activities for Carlyle, CIM, or their affiliates. Carlyle has established policies and procedures

intended to prevent the abuse of material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. Under no circumstances may a professional trade in a security while in possession of material, non-public information about that security for his or her own account, the accounts of certain family members or the account of an Advisory Client. Further to this end, as discussed in Item 8, Carlyle has implemented various information barriers to segregate the flow of material, non-public information and other confidential information between its business segments, and in the case of AlpInvest, to segregate the flow of certain non-public, commercially sensitive investment information. Other Potential Conflicts The legal and/or organizational documents of an Advisory Client, the investment management agreement between CIM (or an affiliate) and the Advisory Client or the agreements in respect of the portfolio investments establish complex arrangements among the parties, including between investors and Advisory Clients. Questions may arise from time to time under these agreements regarding the parties’ rights and obligations in certain situations, many of which may not have been contemplated at the time of the agreements’ drafting and execution. In these instances, the operative provisions of the agreements, if any, may be broad, general, ambiguous or conflicting, and may permit more than one reasonable interpretation. At times there may not be a provision directly applicable to the situation. While CIM will construe the relevant agreements in good faith and in a manner consistent with its legal obligations, the interpretations adopted may not be, and need not be, the interpretations that are the most favorable to an Advisory Client.

As a result, although CIM will seek competitive commissions and spreads, it may not necessarily obtain the most competitive price/commission/spread for portfolio transactions. From time to time, brokerage firms may provide services to CIM in addition to order execution. As discussed in Item 8, certain large investment banks that may act as service providers to CIM and its affiliates, Advisory Clients and Carlyle portfolio companies may also invest in an Advisory Client (directly, or by sponsoring a feeder fund). From time to time CIM selects brokers and dealers who are owned in part by an Advisory Client to execute transactions in securities and other instruments for another Advisory Client. Certain other Advisory Clients, CIM affiliates or affiliated investment advisers may utilize an affiliate for

execution of transactions in securities and other instruments, or other investment-related services. In addition, please see “Affiliated Broker Dealer” in Item 10 above with respect to conflicts involved in the selection of a broker-dealer affiliated with CIM. Portfolio trades of certain investment vehicles, generally within Global Credit, can be expected to generate commissions, mark-ups/mark-downs, and other transaction charges that each Advisory Client is responsible for paying. CIM has complete discretion in deciding the brokers and dealers to execute Advisory Client transactions and the fees that will be paid to selected broker-dealers for their services. CIM seeks to obtain best execution of Advisory Client transactions based on a number of factors that include net price for the order, experience of the broker-dealer, order handling ability (particularly block orders), and the nature of the investments to be bought or sold. From time to time, CIM engages in transactions with broker-dealers that also have other dealings with Carlyle or its affiliates, including investor referrals and investments in Advisory Clients. Such business relationships could present a potential conflict of interest for CIM. However, CIM maintains approved broker-dealer lists and the Global Credit Compliance and Regulatory Committee meets periodically to review and analyze trades executed by approved broker-dealers as part of its requirement to seek best execution for its respective Advisory Client transactions. In assessing the quality of execution for Advisory Client transactions, the Global Credit Compliance and Regulatory Committee will consider the full range of services available from and the characteristics of each broker-dealer, including, but not limited to execution capabilities, responsiveness, trading experience, reputation and integrity, overall reliability, access to underwritten offerings and secondary market trades, and the value of any “research” services provided to CIM. Typically, trade allocations are made to full-service broker-dealers that provide research reports (typically on an unsolicited basis), services related to settlement and clearance, trade seminars, or access to certain professionals in connection with portfolio transactions. From time to time, depending on the certain circumstances, brokerage firms may pay for trade seminars, travel to such seminars, and lodging and entertainment of Carlyle professionals. Because these benefits, while providing Carlyle employees opportunities for education and fostering of business relationships, can create potential conflicts of interest, the compliance department assesses the types of research or other services that are provided (whether solicited or unsolicited) to determine if they are appropriate under the circumstances and if the provision of such research or services appears to have had any effect on the execution quality for client accounts. For Advisory Clients that trade derivatives and other over‑the‑counter instruments, Carlyle typically effects such transactions bilaterally with a limited number of approved ISDA counterparties and is not obligated to use a minimum number of counterparties or to allocate trades pro rata among them. In selecting and utilizing these counterparties, Carlyle considers factors such as creditworthiness, regulatory status, operational capabilities, documentation and collateral terms, product access and pricing, and seeks what it believes, in its good‑faith judgment, to be a best overall result for the Advisory Client rather than focusing solely on the lowest available price. Concentrating derivative activity with a limited number of counterparties may increase an Advisory Client’s exposure to those counterparties’ credit, liquidity and operational risks, particularly in stressed market conditions. CIM does not currently participate in any soft dollar relationships with brokers for research or any

other service. From time to time, Global Credit will engage in transactions with broker-dealers that also have other dealings with Carlyle or its affiliates, including investor referrals and investments in Advisory Clients. Such business relationships could present a potential conflict of interest for CIM. However, Global Credit performs an analysis and review of each broker-dealer’s trading and execution capabilities as part of its requirement to seek best execution. That analysis and review is presented to the Global Credit Compliance and Regulatory Committee for assessment. In the context of investment activity outside of these groups, CIM periodically reviews its relationships and levels of business allocated to key service providers, especially investment banks. Bunching or Aggregating Trades Liquid Credit Advisory Client trades may be aggregated if aggregation is believed to benefit the Advisory Client and to be consistent with CIM’s obligation to seek best execution. CIM is not obligated to aggregate Advisory Client trades, however, and there may be reasons, such as Advisory Client specifications or logistics of the trade itself, where aggregation is not possible. In such situations, the inability to aggregate the trade could result in an increase in transaction costs for the Advisory Client. CIM may trade the same instruments for multiple Advisory Clients with a particular broker throughout the day. Where possible, the price at which that particular broker handles these multiple orders generally will be averaged among the multiple Advisory Client accounts during a trading day. Trades with a particular broker that occur in the same instruments for multiple Advisory Clients on the same day may be averaged across multiple Advisory Client accounts if determined by CIM to be fair, reasonable and appropriate under the circumstances. All exceptions to CIM’s policy on the aggregation of trades must be approved by Carlyle’s Chief Compliance Officer or designee. Trade Errors Carlyle seeks to detect and correct trade errors. Should a trade error occur and be detected before the trade has been settled in the Advisory Client account, Carlyle will reverse the trade or reallocate, as necessary and appropriate. In any event, the Advisory Client account will be made whole (put in a position as if the error had not been made), with Carlyle absorbing any loss, where Carlyle’s conduct does not meet the standard for exculpation set forth in the governing documentation for the relevant Advisory Client(s), and not in other cases. Advisory Clients regulated under the 1940 Act will be made whole with Carlyle absorbing losses any time a trade error cannot be reversed or reallocated. An Advisory Client is subject to the risk that its trading orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, systems failure or human error. As a result, an Advisory Client could be unable to achieve the market position selected by CIM or might incur a loss in liquidating its positions. Since some of the markets in which an Advisory Client may effect transactions are over-the-counter or interdealer markets, the participants in such markets are typically not subject to credit evaluation or regulatory oversight

comparable to that which members of exchange based markets are subject. An Advisory Client is also exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, thereby causing an Advisory Client to suffer a loss. Carlyle or its affiliates will be biased when determining whether losses resulting from such an error will be borne by the Advisory Client.

The portfolio investments in leveraged bank loans made by certain of the Advisory Clients are monitored by professionals at CIM under an organizational structure deemed appropriate to provide oversight. The portfolio assets are reviewed and monitored consistent with trading guidelines and events in the capital markets. Reports to Advisory Clients and Investors Investors in CIM-advised (and co-advised) Advisory Clients typically receive quarterly financial reports and audited annual reports. Investors have the ability to access these reports via a passwordprotected website. Each of the Global Credit advisory clients is required to fulfill reporting obligations to investors based on the terms and conditions of the particular Advisory Client organizational documents (or investment management agreement in the case of a separately managed account). Certain of the Global Credit advisory clients deliver annual audited financial statements to investors. Depending on the particular Advisory Client, investors may receive monthly reports or letters, quarterly financial and capital account statements. Reports to separately managed account Advisory Clients are based on the terms of the particular investment management agreement. Certain investors are expected to have the right to obtain information relating to an Advisory Client. Accordingly, such investors may possess information regarding the business and affairs of an Advisory Client that may not be known to other investors. As a result, certain investors will be able to take actions on the basis of such information which, in the absence of such information, other investors do not take. CIM, its affiliates and their employees have made, and may in the future make, oral and written

statements or expressions of intent or expectation to investors in an Advisory Client or have acknowledged or may acknowledge statements made by such persons (“Outside Statements”) regarding such Advisory Client or Carlyle’s activities pertaining thereto. These may include, for example, the anticipated or expected allocation of investment opportunities to the Advisory Client generally and other topics often addressed in legally binding side letters. Although such Outside Statements are not legally binding, such Outside Statements may influence decisions of Carlyle and employees with respect to the operations and activities of the Advisory Client and may influence a prospective investor’s decision as to whether to invest in the Advisory Client. Such Outside Statements will not be disclosed to investors in the Advisory Client. There can be no assurance that any such arrangements will not have an adverse effect on the Advisory Client or its investors. For new Advisory Clients, a copy of this Brochure is delivered prior to or at the time of entering into an advisory contract. Existing investors are notified electronically when updates to this Brochure are available for their review, and a copy is posted to the respective investor reporting site.

Any fees associated therewith will ultimately be payable by CIM or its affiliates, either directly or through an offset of the management fee payable by the relevant Advisory Client. In accordance with CIM’s policies, no investor will bear any portion of any fee paid to any thirdparty solicitor with respect to such investment (whether in the form of higher management fees or other types of fees) without the consent of Carlyle’s General Counsel and Carlyle’s Head of Investor Relations.

major accounting firm that is a member of, and examined by, the Public Company Accounting Oversight Board (“PCAOB”), and the audited financial statements are then provided to the underlying investors of these Advisory Clients within 120 days (or 180 days, as applicable) of the end of the fiscal year. For client assets that are pooled investment vehicles (and subject to such financial audits and reporting delivery qualifications), CIM relies on an exception from the notification, account statement delivery obligations, and is deemed compliant with the surprise audit obligations imposed by the SEC’s custody rule. To the extent that CIM is deemed to have custody of the underlying assets of an Advisory Client that is not deemed to be a “pooled investment vehicle”, CIM engages a PCAOB major accounting firm to subject such assets to a surprise audit and requests requisite reporting to the Advisory Client. Such Advisory Clients may also have a statutory obligation to perform a year-end audit.

Such governing agreements generally expressly provide that the applicable general partner (or similar managing fiduciary) has the authority to make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of investments.

Under the Proxy Voting Policies and Procedures, unless faced with a conflict of interest between or among Advisory Clients, CIM will vote proxies in a manner that serves the best interest of its Advisory Clients, as determined by CIM in its discretion, taking into account relevant factors, including (i) the impact on the value of the securities owned by the Advisory Client and the returns on those securities; (ii) alignment of portfolio company management’s interest with the Advisory Client’s interest, including establishing appropriate incentives for management; (iii) the ongoing relationship between the Advisory Client and the portfolio companies in which it invests, including the continued or increased availability of portfolio information; (iv) industry business and practices; and (v) the requirements imposed on CIM and its affiliates in the Advisory Client operating agreements.

CIM reviews each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of the applicable Advisory Client. As a result, depending on the Advisory Client’s particular circumstances, CIM may vote one Advisory Client’s securities differently than it votes those of another Advisory Client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, CIM may determine that it is in the Advisory Client’s best interest for CIM to “abstain” from voting or not to vote at all, and will do so accordingly. At times, conflicts may arise between the interest of an Advisory Client, on the one hand, and the interest of either another Advisory Client or Carlyle or its affiliates on the other hand in consideration of a proxy vote. For example, a vote could arise in relation to a single company that (i) has issued stock to an Advisory Client with a buyout investment mandate, and (ii) has issued bonds or other debt instruments that are owned, in part, by an Advisory Client that is permitted to invest in debt instruments. To address such potential conflicts, CIM follows the procedures outlined in the Proxy Voting Policies and Procedures, which include the potential involvement of Carlyle’s General Counsel, the Chief Compliance Officer and/or the Conflicts Committee, a committee comprising senior management to help manage conflicts of interest that may arise including during the conduct of Carlyle’s business. The Proxy Voting Policies and Procedures require that in all situations involving a potential conflict between two Advisory Clients, the vote will be made without regard to Carlyle’s actual or anticipated compensation. Certain Advisory Clients within Global Credit business segment utilize a third-party service provider to assist with the processing of proxy votes. Proxy voting reports, identifying how proxies were voted where Carlyle has been delegated proxy voting authority, and CIM’s Proxy Voting Policies and Procedures are available upon written request to Carlyle Investment Management L.L.C., 1001 Pennsylvania Avenue, NW, Washington, DC, 20004, Attn: Investor Relations.