J.C. Flowers & Co. LLC: investment adviser

JCF&Co provides discretionary and non-discretionary investment advisory services that generally seek to generate long-term capital appreciation by making privately negotiated and open market investments in the equity and debt securities of financial services companies. Financial services companies generally include banks, insurance and reinsurance companies, asset management and brokerage houses, consumer and commercial finance businesses, mortgage originators and guarantors, and other companies and firms providing supporting technology or services for financial services companies. C. Each Fund has a set of specific guidelines which are set forth in the governing documents of the applicable Fund. These guidelines typically provide for limits on the size, concentration, geography, type of security and/or terms of the Fund’s investments. D. The Adviser does not participate in wrap fee programs. E. As of December 31, 2025, JCF&Co managed approximately $5.6 billion of regulatory assets under management on a discretionary basis, and approximately $0.4 billion on a non-discretionary basis.

Generally, prior to the earliest of (i) the expiration of a Fund’s commitment period, (ii) the date on which capital commitments have been fully drawn down, (iii) the date on which a management fee becomes payable by investors in a successor fund and (iv) such earlier date as determined by the general partner of a Fund in its sole and absolute discretion, the Management Fee is based on a percentage of the aggregate capital commitments of the Fund’s third party investors. Thereafter, the Management Fee is generally based on a lower percentage

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

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

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

expenses of any related “feeder fund”; (xxi) the expenses of investor meetings, updates and reporting (including travel expenses and expenses associated with responding to information requests from investors); and (xxii) expenses for meals and transportation for the Adviser’s employees that work late or on weekends with respect to Fund-related matters. A Fund generally pays the out-of-pocket expenses incurred in connection with the organization of the Fund and the general partner up to a certain amount, as well as any placement fees associated with the offering of the Fund’s interests. However, 100% of all placement fees and organizational expenses above a certain amount, or “cap”, are offset against, or reduce, the Management Fee on a dollar-for-dollar basis. The governing documents of certain Funds provide that any services that are Fund expenses may be rendered by JCF&Co or any of its affiliates directly if such services are rendered on terms which are no less favorable to the Fund than the terms on which the Fund could obtain comparable services from an unaffiliated third party and, if applicable, the terms of such services are disclosed to the Fund’s investor advisory committee. Although employees of JCF&Co had previously provided certain of these services to Funds without cost, beginning in 2018, JCF&Co changed this practice with respect to certain Funds. Following this change in practice, to the extent permitted by the Fund’s governing documents, certain Funds compensate JCF&Co for legal, accounting and tax advisory services provided by employees of JCF&Co in accordance with the applicable Fund’s governing documents, including, but not limited to: services related to developing, negotiating and structuring prospective or potential portfolio investments that are not ultimately made; performing the activities of any administrators, attorneys, accountants and other professionals (including the costs of financial and tax reports, including the costs of preparing, printing and distributing reports to partners); services related to holding, developing, negotiating, structuring and disposing of actual portfolio investments, including, without limitation, any legal, accounting and tax services in connection therewith; services related to Fund-related compliance obligations; services related to the organization or maintenance of any intermediate entity used to acquire, hold or dispose of any portfolio investment or otherwise facilitate the Fund’s investment activities; and services related to litigation relating to the affairs of the Fund. The allocation of compensation otherwise payable by JCF&Co to its employees who provide services to a Fund requires subjective judgments as to the methodology that JCF employs. Such methodologies can include (i) requiring personnel to record or allocate their historical time, (ii) approximating the proportion of certain personnel’s time spent on the Fund, (iii) the assessment of an overall dollar amount (based on a fixed fee or percentage of assets under management) that JCF&Co believes represents a fair recoupment of expenses and market rate for such services or (iv) any other similar methodology determined by JCF&Co to be appropriate under the circumstances and consistent with the Fund’s governing documents. Any such methodology (including the choice thereof) involves inherent conflicts and may not result in accurate attribution and allocation of expenses. JCF&Co has used, and expects to continue to use, the methodology which requires personnel to record their time spent on certain matters, which information will be utilized to allocate a portion of their compensation (including, but not limited to, salary and benefits) to the

relevant Fund based on the percentage of total hours worked. These expenses will be borne by the relevant Fund and will not result in any offset to the Management Fee. JCF&Co engages and retains strategic advisers, consultants, senior advisors, industry experts, operating partners, joint venture and other partners and other similar professionals (“Operating Partners”) who are expected, from time to time, to receive payments from, or carried interest or other allocations with respect to, portfolio companies (as well as from JCF&Co or a Fund). Operating Partners are not considered JCF&Co personnel and are typically retained by JCF&Co pursuant to consulting agreements (certain of which may include obligations for Operating Partners to exclusively provide certain services to JCF&Co), although certain Operating Partners have been retained, and may in the future be retained, as employees. Operating Partners that work on matters relating to a Fund and/or portfolio companies will generally be expected to track their time and, based on the portion of time spent on such matters, all or a portion of the fees they receive from JCF&Co have and are expected in the future to be allocated to a Fund and/or portfolio companies. A Fund or portfolio companies are expected to bear all or a portion of the fees of these Operating Partners for their services. Operating Partners are expected to serve on portfolio companies’ boards of directors and to be asked to participate in investment committee and other JCF&Co firm meetings. Any such directors’ fees or other remuneration received by Operating Partners typically are retained by such persons and will not benefit such Fund or the limited partners of such Fund. Payments from, or allocations with respect to, portfolio companies and/or a Fund will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by JCF&Co, be deemed paid to or received by JCF&Co. These Operating Partners often have the right, or may be offered the ability to co-invest alongside a Fund, 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 such Fund’s returns and will not necessarily be subordinated to the return of such Fund’s limited partners’ capital contributions), or otherwise participate in equity plans for management of any such portfolio company, or invest directly in such Fund or vehicle(s) controlled by the Fund subject to waived (in full or in part) or otherwise reduced management fees, and/or carried interest, including after termination of their engagement by or other status with JCF&Co (which generally would reduce the amount invested by a Fund in any portfolio investment). The nature of the relationship with each of the Operating Partners and the amount of time devoted or required to be devoted by them will vary considerably. The services provided by any Operating Partner generally may expand over time, including during the term of a Fund. In certain instances, JCF&Co will have a formal arrangement with an Operating Partner (which may or may not be terminable upon notice by either party), and in other cases the relationships will be more informal. In certain cases, Operating Partners may be JCF&Co employees or have attributes of JCF&Co “employees” (e.g., they may have dedicated offices at JCF&Co, receive administrative support from JCF&Co personnel, participate in general meetings and events for JCF&Co personnel or on JCF&Co matters as their primary or sole business activity, have JCF&Co-related e-mail addresses or business cards and participate in certain benefit arrangements typically reserved for JCF&Co employees), even though they are not JCF&Co employees, affiliates or personnel for purposes of the applicable partnership agreement and the

applicable investment advisory agreement, and their salary and related expenses are paid by a Fund as partnership expenses or by portfolio companies without any reduction or offset to management fees. Operating Partners are 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 JCF&Co, the applicable Fund and/or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. Certain Operating Partners may be subject to contractual obligations to exclusively provide certain services to JCF&Co. Certain Operating Partners, professionals and/or other service providers share office space with JCF&Co employees. Over time, certain existing and future employees of JCF&Co (including senior JCF&Co personnel) have, and may in the future, transition to an Operating Partner role. Such a transition would have the effect of shifting the burden of some or all of the compensation of such employees from JCF&Co to a Fund and/or its portfolio companies. There can be no assurance that any of the Operating Partners, to the extent engaged, will continue to serve in such roles and/or continue their arrangements with JCF&Co, the applicable Fund and/or any portfolio companies throughout the term of such Fund. Operating Partners could have conflicts of interest between their work for a Fund and its portfolio companies, on the one hand, and themselves or other clients, on the other hand, and JCF&Co is limited in its ability to monitor and mitigate these conflicts. JCF&Co will have a conflict of interest in allocating certain expenses among partners of a Fund as well as among such Fund, any parallel funds, co-investment vehicles, other Funds and JCF&Co. JCF&Co takes into account a variety of considerations when allocating expenses and uses methods that it believes are fair and reasonable. These methods vary depending on the type of expense, including, without limitation, allocations based on fee earning assets under management, net asset value, holdings percentages, number of positions held by a Fund, any parallel funds, coinvestment vehicles and other Funds, number of other Funds in a particular strategy, whether the applicable Funds are discretionary or non-discretionary and relative volume without regard to the specific services provided to any JCF&Co vehicle or account, including the applicable Fund. Despite JCF&Co’s good faith judgment to arrive at a fair and reasonable expense allocation methodology, expense allocation determinations will often involve subjective judgment, and the use of any particular methodology may lead a Fund to bear relatively more expense in certain instances and relatively less in other instances compared to what such Fund would have borne if a different methodology had been used. However, JCF&Co seeks to make allocations consistent with its obligations that are equitable on an overall basis in its good faith judgment. JCF&Co may make corrective allocations after the fact should it determine that such corrections are necessary or advisable and it may modify or change its allocation methodologies from time to time to the extent it determines such modifications or changes are necessary or advisable. In certain circumstances, costs and expenses borne by a Fund have included, and could in the future include, reimbursement of another Fund for costs and expenses (which may, for example, include those associated with research, due diligence, structuring, documentation and other work) related to an investment opportunity considered by such Fund where the other Fund

ultimately makes the investment in the applicable portfolio company. Costs and expenses borne by a Fund may, in certain circumstances, include costs and expenses that also benefit a Fund’s counterparties or consortium partners in a transaction, such as travel expenses. Additionally, please see Item 6 below regarding “carried interest” that certain Funds pay. C. Typically, the annual Management Fee is payable by a Fund in four installments. In certain cases, subject to the preceding sentence, the Management Fee is calculated with respect to each of two semi-annual Management Fee periods. In other cases, the Management Fee is calculated with respect to four quarterly Management Fee periods. In the event JCF&Co does not provide services for the full Management Fee period, the Management Fee is typically required to be returned to the investors in the applicable Fund. In general, the amount of fees returned is calculated based on the number of days remaining in the applicable period. D. Neither JCF&Co nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. JCF Securities has in the past accepted and expects to in the future to accept such compensation. For more information, see also Item 10.

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

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

In general, the minimum initial investment in a Fund is $10 million, although lesser amounts have in the past been, and may in the future be, accepted in the discretion of the general partner.

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

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

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

resources, including information provided by the target of the investment and, in some circumstances, third-parties. As a result, the due diligence process will at times be subjective. Accordingly, JCF cannot be certain that due diligence investigations with respect to any investment opportunity reveals or highlights all relevant facts (including fraud) that may be necessary or helpful in evaluating such investment opportunity, including the existence of contingent liabilities. Changes in U.S. Trade and Other Government Policies. The U.S. government, in recent years, has altered its approach to international trade policy, including, in some cases by renegotiating, or terminating, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries and has made proposals and taken actions related thereto. Some foreign governments have, in the past, instituted retaliatory tariffs on certain U.S. goods and/or have indicated a willingness to impose additional tariffs on U.S. products. There is uncertainty as to the further actions that may be taken under the Trump administration with respect to U.S. trade policy, and rapid changes in laws and/or uncertain interpretation and implementation thereof may affect the capacity of the Funds, portfolio companies and/or their respective counterparties to comply. New trade policy may also have a legal burden and negative impact on the Funds, their portfolio companies and their respective counterparties, including increased costs. The Trump administration has further implemented, and signaled its intention to continue to implement, significant changes to the size of the federal government and to various other government policies. The ongoing downsizing of the federal government workforce, along with the changes in U.S. trade policy discussed above, could introduce market instability and reduce investor confidence. Moreover, the Trump administration’s signaled changes, as well as those already implemented, to government policy with respect to tax, immigration, labor, infrastructure, energy, and business regulations (including U.S. anti-corruption policies) may create uncertainty and volatility for the Funds and their respective portfolio companies. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and/or adversely affect the Funds, their portfolio companies or their respective financial performance. Market Conditions. Recent volatility in the global financial markets and political systems of certain countries, as well as geopolitical conflicts, may have adverse spill-over effects into the global financial markets generally. Moreover, a recession, slowdown and/or sustained downturn in the global economies may adversely affect a Fund’s profitability, impede the ability of the Funds’ portfolio companies to perform under or refinance their existing obligations, and impair the Funds’ ability to effectively exit portfolio investments on favorable terms. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular portfolio company’s capital structure. JCF itself could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry in particular or of the U.S. and/or global economies generally.

Financial Market Fluctuations. General fluctuations in interest rates and the market prices of securities may adversely affect the value of portfolio companies. Instability and volatility in interest rates and the securities markets may also increase the risks inherent in such investments. The ability to refinance debt may depend on the ability to sell new securities in the debt and equity markets, to borrow from banks or otherwise, which may not be achievable on favorable terms or at all. A deterioration of the global debt markets (particularly the U.S. debt markets), any possible future failures of financial services companies or a significant rise in market perception of counterparty default risk will likely significantly reduce investor demand and liquidity for investment grade, high-yield and senior bank debt, which in turn is likely to lead some banks and other lenders to be unwilling or significantly less willing to finance new investments or to only offer financing for investments on less favorable terms than had been prevailing in the past. During periods of volatility, which often occur during economic downturns, generally, credit spreads widen, interest rates rise and investor demand for high-yield debt declines. These trends result in reduced willingness by investment banks and other lenders to finance new private equity and deterioration of available terms. A Fund’s ability to generate attractive investment returns may be adversely affected to the extent it is unable to obtain favorable financing terms for its investments. 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 JCF&Co 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. JCF&Co may be required to finance transactions with a greater proportion of equity relative to prior periods. In the event that a Fund is unable to obtain debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, such Fund may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could lead to a decrease in the investment income earned. Moreover, to the extent that such marketplace events are not temporary, they could have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the economy, which could restrict the ability of the Funds to sell or liquidate investments at favorable times or for favorable prices or otherwise may have an adverse impact on the business and operations of the Funds. Business Continuity and Disaster Recovery. JCF’s, the Funds’ and their portfolio companies’ business operations may be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster (e.g., tornadoes, floods, hurricanes and earthquakes), terrorist attacks or other circumstances resulting in property damage, network interruption and / or prolonged power outages or unforeseen epidemic outbreaks. Although JCF has implemented various measures to manage risks relating to these types of events, there can be no assurances that all contingencies can be planned for. If such business operations are disrupted or suspended for extended periods of time, the Funds may be adversely affected. Cyber Security Breaches and Identity Theft. Cyber security incidents and cyber-attacks have been occurring globally with more frequency and at a more severe level and will likely continue to

increase in frequency in the future. Each Fund, its portfolio companies’, and their service providers’ information and technology systems may be vulnerable to damage or interruption from computer viruses and other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals or service providers, power, communications, security threats (including cybersecurity threats to and attacks on JCF’s information technology infrastructure), or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes, earthquakes, wars, systemic risk associated with cyber-kinetic warfare, terrorist attacks, catastrophic nationstate hacks and other similar events. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete, or modify private and sensitive information, including nonpublic personal information and material nonpublic information. Although JCF&Co has implemented, and the Funds’ portfolio companies and their service providers may implement, various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. In addition, JCF&Co, a Fund, and/or a portfolio company may have to make a significant investment to fix or replace such failed systems. Breaches such as those involving covertly introduced malware, impersonation of authorized users, and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing it from being addressed appropriately. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in JCF&Co’s, a Fund’s, and/or a portfolio company’s operations (including, without limitation, the ability to make distributions to limited partners) and result in a failure to maintain the security, confidentiality, or privacy of sensitive data, including personal information relating to limited partners (and the beneficial owners and other individuals connected to limited partners), material nonpublic information in possession of and the intellectual property and trade secrets and other sensitive information of JCF&Co and/or portfolio companies. Such a failure could harm JCF&Co’s, a Fund’s and/or a portfolio company’s reputation, subject any such entity and their respective affiliates to legal claims, regulatory action or enforcement arising out of applicable privacy or other laws and adverse publicity and otherwise affect their business and financial performance. In addition, JCF&Co does not control the cyber security plans and systems put in place by third party service providers, and such third-party service providers may have limited indemnification obligations to JCF&Co, a Fund and/or a portfolio company, each of whom could be negatively impacted as a result. Any inability, or perceived inability (even if unfounded), by JCF&Co, its Funds or their portfolio companies or their respective service providers to adequately address data protection or privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, could result in significant legal, regulatory and third party liability, increased costs, disruption of JCF’s, its Funds’ and/or their portfolio companies’ or their respective service providers’ business and operations, and a loss of client (including investor) confidence and other reputational damage. Many regulators have indicated

an intention to take more aggressive enforcement actions regarding data privacy matters, and private litigation resulting from such matters is increasing and resulting in progressively larger judgments and settlements. Furthermore, as new data protection and privacy-related laws and regulations are implemented, it is expected that the time and resources needed for JCF, its Funds and their portfolio companies to comply with such laws and regulations will continue to increase. Social Media. 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 JCF&Co, its Funds or one or more portfolio investments could have a material and adverse effect on the value of a Fund. Misconduct of JCF&Co Personnel or Third-Party Service Providers. There have been a number of highly publicized cases involving fraud or other misconduct by employees in the financial services industry, and there is a risk that employee misconduct could occur with respect to a Fund. Misconduct by employees or by third-party service providers to JCF&Co or its Funds could cause significant losses to a Fund. Employee misconduct could include, among other things, (i) binding a Fund to transactions that exceed authorized limits or present unacceptable risks and other unauthorized activities, (ii) concealing unsuccessful investments (which, in either case, may result in unknown and unmanaged risks or losses), or (iii) otherwise charging (or seeking to charge) inappropriate expenses to a Fund or JCF&Co. In addition, employees and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting a Fund’s business prospects or future activities. Furthermore, because of JCF&Co’s diverse businesses and the regulatory regimes under which they operate, misdeeds by a JCF&Co entity (or its personnel) may result in foreclosing a Fund’s ability to conduct its activities in the manner otherwise intended. It is not always possible to detect misconduct by employees or service providers, and the precautions JCF&Co takes to deter and prevent this activity may not be effective in all cases. Holding Entities and Tracking Interests. JCF&Co expects that portfolio investments (including related hedging instruments) will be held through one or more holding entities through which one or more other JCF&Co funds (including a successor fund) hold different investments in respect of which a Fund does not have the same (or any) economic rights, obligations or liabilities. In such circumstances, it is expected that the economic rights, liabilities and obligations in respect of the portfolio investment (or portion of a portfolio or pool) that is indirectly held by the Fund would be specifically attributed to such Fund through tracking interests in such holding entity or contribution or reimbursement agreements or other similar arrangements entered into with such other JCF&Co funds. The use of such investment structures in connection with the Fund’s investment activities could have an adverse impact on the Fund. For example, liabilities could arise in relation to a specific investment (or portion thereof) held indirectly through such holding entity by another JCF&Co fund, but not the Fund, and a counterparty could seek recourse against the holding entity from a different investment (or portion of the same investment) that is held

indirectly through such holding entity by the Fund, but not the other JCF&Co fund. The Fund’s investment made through such a holding entity will therefore be subject to risks by virtue of other investments owned by the holding entity in which the Fund does not have a tracking interest, and such risks would not be present if separate holding entities were used for the separate investments made by the Fund and the other JCF&Co funds. Risks Relating to Due Diligence of and Conduct at Portfolio Companies. Before making portfolio investments, JCF will typically conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each portfolio investment. Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, credit rating agencies, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment, the costs of which will be borne by the applicable Fund. Such involvement of third-party advisors or consultants presents a number of risks primarily relating to JCF’s reduced control of the functions that are outsourced. In addition, if JCF is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding a potential portfolio investment, JCF relies on the resources available to it, including information provided by the target of the investment and, in some circumstances, thirdparty investigations. The due diligence investigation that JCF carries out with respect to any investment opportunity may not reveal or highlight all relevant facts necessary or helpful in evaluating such investment opportunity, including the existence of contingent liabilities. Moreover, such an investigation will not necessarily result in the portfolio investment being successful. In circumstances where JCF accesses non-public confidential information, there is a possibility that certain trading restrictions would apply to JCF and its affiliates, which may affect the Funds’ ability to transact. There can be no assurance that attempts to provide downside protection with respect to portfolio investments will achieve their desired effect and potential investors should regard an investment in the Funds as being speculative and having a high degree of risk. There can be no assurance that the Funds will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the portfolio investments on an ongoing basis. In the event of fraud by any portfolio company or any of its affiliates, the Funds may suffer a partial or total loss of capital invested in that portfolio company. There can be no assurances that any such losses will be offset by gains (if any) realized on the Funds’ other investments. An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company or the seller. Such inaccuracy or incompleteness may adversely affect the value of the Funds’ securities and/or instruments in such portfolio company. The Funds rely upon the accuracy and completeness of representations made by portfolio companies and/or their current or former owners in the due diligence process to the extent reasonable when it makes its investments, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to the Funds may be

reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Counterparty Risk. The Funds are exposed to the risk that third parties that may owe the Funds or their portfolio companies money, securities or other assets will not perform their obligations. These parties include trading counterparties, clearing agents, exchanges, clearing houses, custodians, prime brokers, administrators and other financial intermediaries. These parties may default on their obligations to the Funds or their portfolio companies, due to bankruptcy, lack of liquidity, operational failure or other reasons. Nonpayment and nonperformance by such parties may reduce revenues and increase expenses, and any significant level of nonpayment and nonperformance could have a negative impact on the portfolio companies’ ability to conduct business, operating results, cash flows and their ability to service debt obligations and make distributions to the Funds. This risk may arise, for example, from entering into swap or other derivative contracts under which counterparties have long-term obligations to make payments to the Funds or their portfolio companies, or executing securities, futures, currency or commodity trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries. Also, any practice of rehypothecation of securities of the Funds or their portfolio companies held by counterparties could result in the loss of such securities upon the bankruptcy, insolvency or failure of such counterparties. The Funds depend on the services of custodians, administrators and other agents to carry out certain securities transactions and administrative services for it. The terms of the Funds’ contracts with third parties surrounding securities transactions may be customized and complex, and may occur in markets or relate to products that are not subject to regulatory oversight. In the event of the insolvency of a custodian, the Funds may not be able to recover equivalent assets in full (or an amount in cash equal to the value of such assets) as they will rank among the custodian’s unsecured creditors in relation to assets which the custodian borrows, lends or otherwise uses. In addition, any of the Funds’ cash held with a prime broker, custodian or counterparty may not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and the Funds therefore may rank as unsecured creditors in relation thereto. The inability to recover the Funds’ assets could have a material impact on JCF or on the performance of the Funds. The consolidation and elimination of counterparties resulting from the disruption in the financial markets has generally increased the concentration of counterparty risk and has decreased the number of potential counterparties. Public Disclosure. Some of the interests in the Funds may 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 can be expected to continue. To the extent that disclosure of confidential information relating to the Funds or their portfolio companies results from interests being held by public investors, the Funds may be adversely affected. JCF 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 advisors and/or the accounts they advise could result in JCF and/or the Funds becoming subject to additional disclosure requirements the specific nature of which is as yet uncertain. Limited Access to Information. Investors’ rights to information regarding the Funds are specified, and strictly limited, in the applicable partnership agreement. In particular, it is anticipated that JCF will obtain certain types of material information from portfolio investments that are not disclosed to investors because such disclosure is prohibited for contractual, legal or similar obligations outside of JCF’s control. Decisions by JCF to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its Interests may have difficulty in determining an appropriate price for such Interests. Decisions to withhold information also may make it difficult for investors to monitor JCF and its performance. Additionally, it is expected that investors who designate representatives to participate on the LP committee of a Fund may, by virtue of such participation, have more information about the Fund and portfolio investments in certain circumstances than other investors generally and may be disseminated information in advance of communication to other investors generally. Notwithstanding the foregoing, or the provision of any Fund’s governing documents, JCF will not interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has such reports or disclosures. Non-U.S. Investments. Non-U.S. investments involve certain factors not typically associated with investing in companies that are organized, headquartered and principally operating in the United States, including risks relating to (i) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; (ii) certain economic and political risks, including potential exchange-control regulations and restrictions on non-U.S. investments and repatriation of capital, the risks associated with political, economic or social instability and the possibility of expropriation or confiscatory taxation or the imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, and adverse economic and political developments; (iii) the possible imposition of non-U.S. taxes on income and gains and gross sales or other proceeds recognized with respect to such securities; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and differences in government supervision and regulation of investing and portfolio companies; (v) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters and (vi) less developed laws regarding corporate governance, fiduciary duties and the protection of investors and intellectual property rights. Laws and regulations of foreign countries may impose restrictions that would not exist in the United States. An investment in foreign entities may require significant government approvals under corporate, securities,

exchange control, foreign investment and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in the United States. Investments in Highly Leveraged Companies; Use of Leverage. While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a higher degree of risk. 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. Highly Competitive Market for Investment Opportunities. The activity of identifying, completing, managing, monitoring and realizing attractive investments is highly competitive, and involves a high degree of uncertainty. There can be no assurance that a Fund will be able to locate, consummate and exit investments that satisfy its rate of return objectives or realize upon their values or that it will be able to invest fully its committed capital. In addition, if a Fund makes only a limited number of investments, the aggregate returns realized by the Fund’s investors are likely to be negatively impacted by the unfavorable performance of even one such investment. Illiquid and Long-Term Investments. Investment in a Fund may require a long-term commitment with no certainty of return. Many of the portfolio investments are highly illiquid, and there can be no assurance that a Fund will be able to realize such investments in a timely manner. Consequently, dispositions of such investments may require a lengthy time period or may result in in-kind distributions to the investors. Although investments 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. Controlling Interests. Because of its equity ownership, representation on the board of directors and/or contractual rights, a Fund may often be considered to control, participate in the management of or influence the conduct of portfolio companies. Under certain circumstances such ownership or roles could be used by third parties as the basis for such parties to assert claims against the Fund or its affiliates whether or not there is any actual liability on such basis. If these liabilities were to arise, a Fund may suffer a significant loss. Minority Investments. A Fund may invest in securities where it is not a lead or organizing investor. In such cases, a Fund may not be able to exert significant influence or protect its position in a portfolio company. A Fund will be significantly reliant on the existing management and board of directors of such portfolio companies and may be exposed to risks related to third party coinvestors. For example, the board and/or third-party co-investors may include representation of other financial investors with whom a Fund is not affiliated or other third parties whose interests may be contrary to a Fund’s investment objectives and may conflict with such Fund’s interests. Secondary Transactions. JCF may be unable to exit an investment during the standard life of a Fund, or it may believe that it would be suboptimal to exit during that time, for example because

it believes that the investment has not reached an appropriate level of maturity and/or stability or it still holds significant future upside. This could include, but is not limited to, a company for which there is still a significant amount of value creation that can be done or future growth that is expected to occur. With respect to any investment that JCF does not believe it would be advisable to exit before the end of the life of the relevant Fund, it is possible that JCF would determine to sell an investment from an earlier Fund to a later Fund, if permitted by and subject to any restrictions and requirements set forth in the applicable Funds’ governing documents, including but not limited to obtaining any advisory committee consent if required thereby. In addition, JCF might also consider other possible solutions, such as tender offers or the creation of a separate vehicle to hold long-lived assets, if permitted by and subject to any restrictions and requirements set forth in the applicable Funds’ governing documents, including but not limited to obtaining any advisory committee consent if required thereby. Such a transaction may crystallize the carried interest JCF is entitled to receive in respect of such investment, and JCF may not provide an option for investors to continue their participation in such investment at all, or on the same terms. Such a transaction may also result in incremental carried interest or management fees being paid to JCF. Investments Longer than Term. A Fund may make investments which may not be advantageously disposed of prior to the date such Fund will be dissolved, either by expiration of its term or otherwise. In addition, there can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to investors will occur. Such winding-up and final distribution may occur several years after a Fund commences winding up. Risk of Limited Number of Investments; Lack of Diversification. The Funds expect to participate in a limited number of investments and, as a consequence, the aggregate return of any such Fund may be substantially adversely affected by the unfavorable performance of a single investment (which may be exacerbated by the use of leverage). In addition, other than as set forth in the applicable Fund’s governing documents, investors have no assurance as to the degree of diversification of a Fund’s investments. Legal, Tax and Regulatory Changes. Legal, tax and regulatory changes, including new interpretations of existing laws or regulations, could occur during the term of a Fund that may adversely affect such Fund. There is a material risk that regulatory agencies in the United States, Europe, 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 private equity industry, or other changes that could adversely affect private equity firms and the funds they sponsor, including a Fund. Financial Industry Regulation. The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), Basel III as well as future related legislation, may have an adverse effect on the private equity industry generally or on JCF or the Funds, specifically. There can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on JCF or otherwise impede the Funds’ activities.

Financial services regulation has increased significantly in recent years, and may in the future be subject to further enhanced governmental scrutiny and/or increased regulation, including resulting from changes in U.S. executive administration or Congressional leadership. Federal, state, and local legislators and regulators regularly introduce measures or take actions that may modify the regulatory requirements applicable to the financial industry. Changes in laws, regulations or regulatory policies could adversely affect the private equity industry generally and/or JCF or the Funds in substantial and unpredictable ways. JCF cannot predict when new legislation will be enacted or adopted and, if enacted or adopted, the effect that it, or any implementing regulations or guidance, would have on the Funds or any of their portfolio investments. Therefore, there can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on, or otherwise impede, the Funds’ or JCF’s activities. Potential investors should note that any significant changes in, among other things, banking and financial services regulation, including the regulation of the asset management industry, could have a material adverse impact on the Funds and their activities. While currently registered under the Advisers Act, the enactment of these reforms and/or other similar legislation could nonetheless have an adverse effect on the private investment funds industry generally and on JCF and/or the Funds specifically, and may impede a Fund’s ability to effectively achieve its investment objectives. As a registered investment adviser under the Advisers Act, JCF and its affiliates are 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 JCF and its affiliates to make regulatory filings with respect to the Funds and their activities under the Advisers Act (including, without limitation, Form PF and Form ADV)). In addition, JCF is required to comply with a variety of regulatory reporting and compliance-related obligations under other applicable laws (including AIFMD, CFTC regulations and the European Union Sustainable Finance Disclosure Regulation and any other applicable legislation or regulations related to the European Commission’s Action Plan on Financing Sustainable Growth (“SFDR”)). In light of the heightened regulatory environment in which the Funds and JCF operate and the regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for the Funds, JCF and their affiliates to comply with such regulatory reporting and compliance-related obligations over time. For example, Form PF requires that JCF report certain financial and other information with respect to the Funds, and because the Funds will be required to bear the Funds’ share of expenses relating to compliance-related matters and regulatory filings, the Funds will bear the pro rata costs and expenses of initial and ongoing Form PF compliance, including costs and expenses of collecting and calculating data and the preparation of such reports and filings. Additionally, the Funds have engaged and may in the future engage additional third-party service providers to perform some or a significant portion of the reporting and compliance-related matters and functions under the Funds’ supervision (including, without limitation, draft preparation and the filing of Form PF), which could result in increased compliance costs and expenses borne by the Funds.

SEC rules or rule amendments may result in material alterations to how JCF operates its business, as well as JCF’s implementation of a Fund’s investment strategy, and there can be no assurance that such alterations will not have a material adverse effect on JCF and its affiliates, its Funds and Fund general partners, investments and/or investors. In particular, such rules (including with modifications) could have a significant effect on registered investment advisers, including those to private funds, such as JCF, and their operations, including increasing compliance burdens and associated regulatory costs; increasing litigation risk; 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 JCF and its Funds. Such changes may also result in modifications to JCF’s practices and risk appetite in respect of JCF’s investment programs and other operations, which for example, could negatively impact decision-making and fund performance. In addition, further increases in the regulations applicable to private investment funds generally or the Funds and JCF in particular may result in increased expenses associated with the Funds’ activities and additional resources of JCF being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for the limited partners and have a material adverse effect on the ability of the Funds to effectively achieve their investment objectives. The SEC can also be expected to propose new and amended rules that would apply to market participants that JCF regularly interacts with. These rules could affect JCF’s business by making it more costly financially or burdensome for JCF to engage in certain business transactions. Furthermore, various federal, state and local agencies have been examining the role of placement agents, finders and other similar service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information, and in connection therewith, new proposed rules and regulations in this arena may increase the possibility that JCF and its affiliates may be exposed to claims and actions that could require a limited partner to withdraw from a Fund. As a related matter, JCF may be required to provide certain information regarding some of the investors in the Funds to regulatory agencies and bodies in order to comply with applicable laws and regulations, including the FCPA. In addition, JCF is from time to time subject to litigation and claims relating to its businesses, as well as governmental and/or regulatory inquiries, investigations and/or proceedings. JCF is subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations in the jurisdictions in which it operates around the world. These authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, including U.S. and foreign government agencies and selfregulatory organizations, as well as state securities commissions in the U.S., are also empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment

adviser from registration or memberships or the commencement of a civil or criminal lawsuit against JCF or its personnel. JCF can be expected to be regularly subject to requests for information and informal or formal investigations by the SEC and other regulatory authorities. Even if an investigation or proceeding did not result in a sanction, or the sanction imposed against JCF or its personnel by a regulator were small in monetary amount, the adverse publicity relating to an investigation, proceeding or imposition of sanctions could harm JCF or the Funds. Prospective investors should note that the current political climate creates uncertainty with respect to legal, tax and regulatory regimes in which the Funds and their portfolio companies, as well as JCF and its affiliates, will operate. In addition, any significant changes in, among other things, economic policy (including with respect to interest rates), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs could have a material adverse impact on the Funds and their portfolio investments. Force Majeure Risk. Investments may be affected by force majeure events (e.g., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, regional armed conflict, trade war, cyber security breaches, terrorism and labor strikes). Some force majeure events may adversely impact a Fund’s returns and adversely affect the ability of a party (including a portfolio company or a counterparty to the Funds or a portfolio company) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to a portfolio company or the Funds of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Funds may invest specifically. Additionally, a major governmental intervention into an industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets , could result in a loss to the Funds, including if their investments in such portfolio companies are canceled, unwound or acquired (which could be without what the Funds considers to be adequate compensation). Deterioration in economic conditions could cause decreases in or delays in spending and reduce and/or negatively impact the Funds’ or portfolio companies’ short-term ability to grow revenues. Further, any early termination of agreements due to deterioration in economic conditions could negatively impact results of operations of portfolio companies. Any of the foregoing may therefore adversely affect the performance of the Funds and their investments. Unregistered Securities. Notwithstanding that JCF&Co is registered as an investment adviser under the Advisers Act, and that the Funds may be considered similar in some ways to investment companies, the Funds are not required and do not intend to register as such under the Investment Company Act of 1940 and, accordingly, investors are not afforded the protections of such act. Indemnification. Each Fund generally is required to indemnify its general partner, its investment adviser, their affiliates and each of their respective members, officers, directors, employees,

consultants, advisors, senior advisors, stockholders, shareholders, partners and other persons who serve at the request of its general partner on behalf of the relevant Fund for certain liabilities incurred in connection with the affairs of such Fund. JCF typically engages placement agents and other similar finders and consultants in connection with the offering of interests in a Fund and, to the extent permitted by such Fund’s governing agreements, causes such Fund to indemnify such agents, finder or consultants. Where applicable, members of an investment committee of investors unaffiliated with JCF&Co of such Fund will also be entitled to the benefit of certain indemnification and exculpation provisions as set forth in the applicable Fund’s governing documents. As a result of the provisions contained in the governing agreement of a Fund and to the extent permitted by applicable law, investors in such Fund will in certain cases have a more limited right of action against the general partner than it would in the absence of such limitations. Failure to Make Capital Contributions. If a limited partner fails to pay when due installments of its commitment to a Fund, and the capital contributions made by non-defaulting investors and borrowings by the Fund are inadequate to cover the defaulted capital contribution, a Fund may be unable to pay its obligations when due. As a result, the Fund may be subjected to significant penalties that could materially adversely affect the returns to the investors (including nondefaulting investors). Diverse Investor Group. Investors may have conflicting investment, tax and other interests with respect to their investments in a Fund. As a consequence, conflicts of interest may arise in connection with decisions made by the general partner or investment adviser of a Fund, including with respect to the nature or structuring of investments, that may be more beneficial for one investor than for another investor, especially with respect to limited partners’ individual tax situations. No Market for Interests; Restrictions on Transfers. Interests in the Funds 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 public market for the interests in the Funds 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 any of its interests or any of its rights or obligations with respect to its interests in whole or in part, whether voluntarily, involuntarily, by merger, by operation of law or otherwise, without the prior written consent of the general partner of the applicable Fund, which consent may be given or withheld in accordance with the governing documents of the applicable Fund, and the transfers are also subject to the other terms and conditions of the governing documents of the applicable Fund. Withdrawals from the Funds are generally not permitted, and there most likely will be little or no near-term cash flow available to investors as a result of owning the interests. Investors must be prepared to bear the risks of owning interests in the Funds for an extended period of time.

Use of Leverage. Incurrence of indebtedness at the level of the applicable Fund (or entity through which it invests) may, among others, have the following consequences, including, but not limited to: (i) greater fluctuations in the net asset value of such Fund’s assets; (ii) use of cash flow (including capital contributions) for debt service, distributions, or other purposes (and prospective investors should specifically note in this regard that, for the avoidance of doubt, in connection with one or more credit facilities entered into by such Fund, distributions to the limited partners may be subordinated to payments required in connection with any indebtedness contemplated thereby); (iii) to the extent that Fund revenues are required to meet principal payments, the partners may be allocated income (and therefore tax liability) in excess of cash distributed and (iv) in certain circumstances, a Fund may be required to dispose of portfolio investments at a loss or otherwise on unattractive terms in order to service its debt obligations or meet its debt covenants. There can be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. As a result, such Fund’s exposure to foreclosure and other losses may be increased due to the illiquidity of its portfolio investments. In addition, the limited partners remain obligated to make capital contributions for the repayment of a Fund’s obligations under any indebtedness (regardless of when such indebtedness is incurred) following the dissolution of a Fund (subject to the limitations on capital contributions and indebtedness as expressly set forth in the applicable partnership agreement). Further, in connection with any Fund credit facility, to the extent a Fund utilizes a “payment in kind” feature or otherwise elect to capitalize any interest payments due under such facility into the outstanding principal amount of any loans under such facility, such capitalized amounts will not be counted for purposes of the limitations on borrowings in the governing documents of that Fund. Borrowings (and guarantees or other similar obligations) are typically secured by assignment of the obligations of the investors to make capital contributions to the applicable Fund and a security interest in portfolio investments. The impact of such borrowing (net of associated costs) increases leverage and results in a higher reported internal rate of return for a Fund than would otherwise be the case had such Fund called capital from investors to fund such investment (in lieu of utilizing such leverage). Capital Calls and Use of Subscription Lines and Asset-Backed Facilities. JCF&Co may borrow for any purpose relating to the activities of a Fund under one or more revolving credit facilities (the collateral for which can be, for example, one or more assets of the Fund, i.e., asset-backed facilities, or the undrawn capital commitments of investors, i.e., subscription lines) prior to calling capital commitments. Capital calls, including those used to pay interest on subscription lines, asset-backed facilities and other indebtedness, are generally expected to be “batched” together into larger, less frequent capital calls, with the Fund’s interim capital needs being satisfied by the Fund borrowing money from such credit facilities. In addition, the batching of capital calls may amplify the magnitude of potential defaults by limited partners 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 limited partners

and/or limited partners facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. Finally, the existence of a subscription facility may impair a limited partner’s ability to transfer its interest in the applicable Fund as a result of restrictions imposed on such transfers by the lender. The Fund may hold any such portfolio investments without repayment of such borrowings for such time as deemed appropriate by JCF&Co and in accordance with the Fund’s governing documents, potentially including through disposition of such portfolio investment. The interest expense and other costs of any such borrowings (including, but not limited to, the cost of establishing and maintaining of any such borrowings) will be Fund expenses and, accordingly, decrease returns of the Fund. Interest may accrue on any such outstanding borrowings at a rate lower than the preferred return, which will begin accruing when capital contributions are actually made to the Fund. Accordingly, borrowings by the Fund may support the distribution of proceeds to limited partners and increase the potential carried interest, which in turn can give rise to conflicts of interest. As a result, use of such borrowings will affect the calculation and reporting of returns (by increasing or decreasing reported returns based on investor cash flows, in some cases materially) to limited partners, and may positively impact the distributions of carried interest for the general partners of the Funds. Cayman Islands Regulatory Oversight. Certain Funds established in the Cayman Islands and/or investment vehicles related to the Funds established in the Cayman Islands have been, or may in the future be, required to register and be regulated as a private fund under the Private Funds Act (as amended) (the “Private Funds Act”) of the Cayman Islands. Any such registered vehicle is subject to the supervision of the Cayman Islands Monetary Authority (the “Monetary Authority”) and is subject to ongoing risk-based monitoring. The Monetary Authority may take certain actions where it considers that a Fund has breached or is at risk of breaching any of its obligations under the Private Funds Act. The powers of the Monetary Authority with regard to any registered Fund include, inter alia, the power to require the substitution of operator of such Fund, to appoint a person to advise such Fund on the proper conduct of its affairs or to appoint a person to assume control of the affairs of such Fund, in certain circumstances set out in the Private Funds Act. There are other remedies available to the Monetary Authority including, inter alia, the ability to cancel the registration of a registered Fund and to apply to the court for approval of other actions. Compliance with the AIFM Directive. The European Union Alternative Investment Fund Managers Directive (the “Directive”), as transposed into national law within the member states of the Europe Economic Area (“EEA”), imposes requirements on (i) EEA alternative investment fund managers (“AIFMs”) managing or marketing alternative investment funds (“AIFs”) and (ii) nonEEA AIFMs that market AIFs within the EEA. These requirements have the potential to adversely affect a Fund, including by (i) affecting the range of investment and realization strategies that the Fund is able to pursue, (ii) in the EEA, limiting the territories in which the Fund may seek investors, and (iii) adding, potentially significantly, to the costs associated with compliance, monitoring and reporting. Restrictions on

early distributions or reductions in capital in respect of EEA-based portfolio companies (so-called “anti-asset-stripping” rules) may limit the use of certain investment and realization strategies, such as dividend recapitalizations and reorganizations by the Fund. Some member states do not currently allow the marketing of AIFs by non-EEA AIFMs. Some member states impose additional requirements which make it disproportionately burdensome to market a non-EEA AIF in that member state. Certain competitors may not be subject to the Directive’s requirements, with the result that the Fund may be at a relative disadvantage. Where JCF has marketed an AIF in a member state in compliance with the national private placement regime and that marketing has resulted in investors in that member state investing in the AIF, JCF’s ongoing compliance with the reporting and other requirements of that member state will continue at least until all of such investors dispose of their interests in the AIF. Compliance with these requirements may therefore result in significant additional costs for the Funds. In the future, it may be possible for non-EEA AIFMs to market an AIF within the EEA pursuant to a pan-European marketing “passport” instead of under national private placement regimes, provided that the AIFM complies with all relevant provisions of the Directive. If the applicable non-EEA investment fund manager sought to comply with the requirements needed to use the passport, this could have other adverse effects including, among other things, increasing the regulatory burden and costs of operating and managing a Fund and its investments. The implementation of the AIFMD could also expose JCF to disparate or conflicting regulatory requirements under the laws of the United States. The foregoing risks could adversely affect the Funds. In April 2024, new rules came into force that have the effect of amending the AIFM Directive (“AIFM Directive II”). Once implemented as anticipated, the AIFM Directive II could adversely affect a fund’s ability to achieve its investment objectives, as well as the ability of a fund to conduct its operations, or increase the costs or compliance obligations to which a fund or its alternative investment manager is subject to. The AIFM Directive II reforms include, but are not limited to, amendments to provisions relating to governance, marketing, investor disclosures, delegation, regulatory reporting, extension of permitted activities and the introduction of a new loan origination framework. Additional costs may be incurred by JCF in order to ensure compliance with the amendments to the AIFM Directive and this could adversely affect the Fund and therefore investors, which may put the Fund at a relative disadvantage in relation to certain competitors that may not be subject to such requirements and restrictions. It is also unclear at this stage whether the UK would seek to implement any similar legislative proposal. The interpretation and application of the AIFM Directive is subject to change as a result of, for example, the issuance of further national guidance by a member state, the issuance of binding guidelines by the European Securities and Markets Authority, or in the UK, by rules or guidance issued by the Financial Conduct Authority (“FCA”), or pursuant to further legislation amendments in either the UK or the EU, or a change in the national private placement regimes.

To conclude, compliance with the AIFM Directive could expose the Fund to conflicting regulatory requirements in the United States and raise the operational burden and costs of managing the Fund. Artificial Intelligence Technologies. Ongoing technological advances in artificial intelligence and machine learning technologies based on large language models (collectively, “AI Technologies”), including, for example, the OpenAI ChatGPT application, as well as the rapid growth and the widespread use thereof, create opportunities for JCF, its Funds and their portfolio companies, as well as new and unpredictable competitive, operational, legal and regulatory risks. JCF is considering potential applications of AI Technologies in its businesses. Simultaneously, JCF currently expects portfolio companies and vendors will use such technologies. Actual usage of such AI Technologies will vary across JCF’s businesses, the Funds and their portfolio companies and third-party service providers. To the extent competitors of JCF, the Funds and/or their portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. While JCF expects from time to time to adopt and adjust policies and procedures governing the use of AI Technologies by its personnel, there is risk of misuse of AI Technologies, risk of inaccuracies or errors in data output, potential for cybersecurity and other data risks and potential for errors affecting JCF’s decision-making and investment processes. For more information on risks relating to information security and data use, see also “—Cyber Security Breaches and Identity Theft” above. 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. In connection with the use and development of AI Technologies, JCF, the Clients and other portfolio companies could in the future be subject to regulatory scrutiny, inquiries, or legal proceedings, including those involving alleged anticompetitive practices and the use and sharing of competitively sensitive data and information. Such regulatory actions may result in, among other things, business restrictions (including on the future use of certain AI Technologies and for certain specific purposes), increased compliance costs, reputational harm, and adverse effects on the value and performance of portfolio companies. 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 JCF, the Funds and/or their portfolio companies. Preparing for and complying with obligations and regulations related to AI Technologies could involve material compliance costs and/or adversely affect the operations or results of JCF and/or the Funds’ portfolio companies, and have an adverse impact on the Funds. A Fund can be expected to pay and bear certain expenses and fees associated with developing, obtaining and maintaining AI Technologies, including the costs of any professional service providers, subscriptions and related software and hardware, and associated compliance and other regulatory costs in connection with the use of AI Technologies. While JCF will make determinations as to the allocation of such costs in accordance with its expense allocation

policies, the allocation of costs related to any usage between and among the Funds and JCF will involve conflicts of interest. Terrorism Risk. The continued threat of terrorism and the impact of military or other action have led to and will likely lead to increased instability in world financial markets and increased volatility in prices for commodities and could affect the Funds’ financial results. Portfolio companies may involve significant strategic assets having a national or regional profile. The nature of these assets could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Any terrorist attacks that occur at or near such assets would likely cause significant harm to employees, property and, potentially, the surrounding community, and may result in losses far in excess of available insurance coverage. Geopolitical Conflicts and Risk. Geopolitical concerns and other global events outside of JCF’s control have contributed and may continue to contribute to volatile equity and debt markets. These concerns and events include, without limitation, trade conflict, civil unrest, threats to national security, and national and international security events (including armed conflicts, terrorist attacks, or other hostilities). Geopolitical instability has been prevalent in recent years, including due to, among other things, trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries and ongoing armed conflicts, including in Ukraine and the Middle East. See also “—Changes in U.S. Trade Policy and Other Government Policies” herein. Investments in Which Another Fund Has a Different Principal Investment. A Fund may invest in companies or other entities in which funds, vehicles or accounts managed by JCF&Co (or JCF&Co or its personnel) have or are concurrently making a different principal investment (e.g., a different equity or debt investment) at the time of the Fund’s investment, and investment funds that have been or may be formed by JCF&Co (including, e.g., a fund focusing on debt investments) or JCF&Co personnel may invest in companies or other entities in which the Fund has made an investment. In addition, after the Fund has made an investment in a portfolio company, a fund, vehicle or account managed by JCF&Co, or JCF&Co personnel may make a different principal investment (e.g., a different equity or debt investment) in such portfolio company. In such situations, the Fund and such other JCF&Co funds, vehicles or accounts or JCF&Co personnel, as applicable, may have conflicting interests (e.g., over the terms of their respective investments). If the portfolio company in which the Fund has a portfolio investment that is senior to, or of a different type than, the investment by such other funds, vehicles or accounts or JCF&Co personnel becomes distressed or defaults, JCF&Co may have conflicting loyalties between its duties to the Fund and to other funds, vehicles or accounts managed by it (or otherwise have a conflict of interest with respect to such other funds, vehicles or accounts or JCF&Co personnel). Questions arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring raise conflicts of interest. It is possible that in a bankruptcy proceeding the Fund’s

interest may be subordinated or otherwise adversely affected by virtue of the involvement and actions of an affiliate of JCF&Co relating to its investment. Hedging Policies/Risks. In connection with the acquisition, holding or disposition of certain portfolio investments, a Fund, on behalf of itself or any co-investment vehicles or any parallel Funds, may employ hedging techniques designed to reduce certain risks, including, among others, adverse movements in interest rates, securities prices and currency exchange rates, but JCF is under no obligation to engage in such hedging activities. In particular, while such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while the Fund may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the Fund 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 Funds have 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. In connection with the foregoing, the Funds may incur as partnership expenses, costs and expenses designed to facilitate the entry into hedging transactions in the future (such as in connection with a hedging facility to provide hedging capacity in respect of one or more portfolio investment(s)), although at the time of incurrence of such partnership expenses the portfolio investments to which any hedging transactions will ultimately relate may not be known. Additionally, hedging arrangements may generate significant transaction costs, including potential tax costs, which may reduce the returns generated by the Funds. If the general partners of the Funds deem it necessary or advisable, they may, in lieu of holding a portfolio investment in the relevant underlying company or other asset or entity, structure a portfolio investment as a total return swap or other derivative contract, instrument or similar arrangement designed to substantially replicate the benefits and risks of holding the portfolio investment in the relevant underlying company or other asset or entity. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring portfolio investments, and the use of derivative instruments presents various risks. Costs related to hedging arrangements will be borne by the Funds. Currency and Exchange Rate Risks. A portion of a Fund’s portfolio investments, and the income received by a Fund with respect to such portfolio investments, may be denominated primarily in currencies other the currency in which contributions to and distributions from the Fund generally will be made. Accordingly, changes in currency exchange rates, cost of conversion and exchange control regulations may adversely affect the value of the portfolio investments, interest and dividends received by the Fund, gains and losses realized on the sale of portfolio investments and the amount of distributions, if any, to be made by the Fund. In addition, the Fund will incur costs or experience substantial delays when, or be prohibited from, converting investment proceeds from one currency to another. While the general partner of the Funds may enter into hedging

transactions designed to reduce such currency risks, there can be no assurance that any such transactions would achieve their intended results. OFAC and FCPA Considerations. Economic sanction laws in the United States and other jurisdictions, including the European Union and the United Kingdom, prohibit JCF, JCF’s professionals and the Funds from transacting with or in certain countries or jurisdictions, with certain individuals (including nationals of certain countries) and with certain companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing certain U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, sanctions evaders, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at www.treas.gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries and jurisdictions regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may restrict a Fund’s investment activities. Sanctions are complex, frequently changing, and increasing in number, and they may impose additional prohibitions or compliance obligations on Fund dealings with certain individuals or entities or in certain countries and territories, including sanctions imposed on Russia, Belarus, and certain Ukraine territories. In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities, and of corruption. JCF, the JCF professionals and the Funds are committed to complying with the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anticorruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, the Funds may be adversely affected because of their unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the Funds to act successfully on investment opportunities and for portfolio companies to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, with the enactment in 2010 of the Bribery Act, the UK has significantly expanded the reach of its anti-bribery laws. While JCF has developed and implemented policies and procedures designed to ensure strict compliance by JCF and its personnel with sanctions, the FCPA and other applicable anti-corruption and anti-bribery laws, such policies and procedures may not be effective in all instances to prevent violations. In addition, notwithstanding JCF’s policies and procedures, affiliates of portfolio companies, particularly in cases where the Funds or another JCF sponsored fund or vehicle does not control such portfolio company, may engage in activities that could result in violations of sanctions, the FCPA, the UK Bribery Act or other applicable anti-corruption or anti-bribery laws. Any

determination that JCF has violated sanctions, the FCPA, the UK Bribery Act or other applicable anti-corruption laws or anti-bribery laws, or anti-money laundering laws or regulations could subject JCF to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation, reputational risk and a general loss of investor confidence, any one of which could adversely affect JCF’s business prospects and/or financial position, as well as a Fund’s ability to achieve its investment objective and/or conduct its operations. CFIUS and Similar Non-U.S. Regulatory Regimes. A Fund’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 CFIUS or any non-U.S. equivalent thereof reviews one or more investments or in the event that 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 applies to a particular investment, there can be no assurance that a Fund will be able to maintain or proceed with such investments on terms that are acceptable to it. Additionally, CFIUS or any non-U.S. equivalent thereof may seek to impose limitations on one or more such investments that may prevent a Fund from maintaining or pursuing investment opportunities that such Fund otherwise would have maintained or pursued which could adversely affect the performance of such Fund’s investment in such portfolio investments and thus the performance of such Fund. The U.S. Department of the Treasury’s 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, including the issuance of debt with equity-like characteristics and foreclosure on collateral in such entities. Additionally, certain U.S. states have enacted their own state-level restrictions on Chinese investments. A number of U.S. states have or may in the future implement laws prohibiting or otherwise restricting the acquisition of interests in certain real property located in the state by foreign persons. The Outbound Investment Security Program and any potential changes may result in legal obligations and reporting requirements relating to new transactions involving such entities and, although no such outbound investment is expected, could negatively impact a Fund’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 a Fund’s ability to exit and/or monetize certain investments or the range of exit and/or monetization opportunities, particularly in the context of bankruptcy proceedings. 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 rapidly36

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 a Fund’s ability to make investments in such countries. Valuation of Fund Interests and Investments. There is no actively traded market for most of the securities owned by the Funds. When estimating fair value, JCF&Co will apply a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstance of the investments. JCF’s determination of which valuation methodology to use, and its application of a valuation methodology to a particular asset, involves subjective judgment by JCF management. Valuations are subject to multiple levels of review for approval and ensuring that portfolio investments are fairly valued is an important focus of the Adviser. There can be no assurance that JCF&Co will have all of the information necessary to make the valuation decisions in respect of these investments as the process of valuing securities for which reliable market quotations are not readily available and is based on inherent uncertainties thus the resulting values may differ from values that would have been determined had an active market existed for such securities and differs from the prices at which such securities may ultimately be sold. 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 a Fund. Under certain conditions a Fund 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. There can be no assurance that the valuation decision of JCF&Co with respect to an investment will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation. In addition, under limited circumstances, JCF&Co may not have access to all material information relevant to a valuation analysis with respect to an investment. As a result, the valuation of a Fund’s portfolio investments, and as a result the valuation of the interests in the Fund themselves, may be based on imperfect information and is subject to inherent uncertainties. Accordingly, the valuation decisions made JCF&Co may cause it to ineffectively manage the relevant Fund’s investment portfolios and risks, and may also affect the diversification and management of such Fund’s portfolio of investments. Third-party pricing information may at times not be available regarding certain of a Fund’s assets. Further, there can be no assurance that the information provided by third parties on which such investment decisions are based will be correct. With respect to the Funds, the exercise of discretion in valuation by JCF&Co gives rise to conflicts of interest, including that valuations impact JCF&Co’s track record and the performance allocation in certain Funds is calculated based, in part, on these valuations and such valuations affect the amount and timing of performance fees and calculation of management fees. Inflation. Inflation and rapid fluctuations in inflation rates have had in the past, and are expected in the future to have, negative effects on economies and financial markets, particularly in

emerging economies. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, certain countries have imposed and may continue to impose wage and price controls or otherwise intervene in the economy, and certain central banks have raised interest rates in recent years and could raise interest rates again in the future. Additionally, portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. If a portfolio company is unable to increase its revenue in times of higher inflation, its profitability may be adversely affected. Portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, a portfolio company may earn more revenue but incur higher expenses. As inflation declines, a portfolio company 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. 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. Further, certain countries, including the U.S., have recently seen increased levels of inflation and there can be no assurance that continued and more wide-spread inflation will not have an adverse impact on a Fund’s investments and returns. Interest Rate Risk. Changes in interest rates may adversely affect the portfolio investments and changes in the general level of interest rates can affect a Fund’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. 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 a Fund’s ability to generate attractive risk-adjusted investment returns. In order to seek to reduce the interest rate risk inherent in portfolio investments and capital structure, a Fund may enter into interest rate transactions. Depending on the state of interest rates in general, any use of interest rate transactions by a Fund could enhance or harm the overall performance of such Fund.

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

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

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

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

each Fund’s investment advisory agreement and/or other governing documents. As a general matter, the portion of fees received from portfolio companies that is allocable to capital invested by the applicable Fund (and not co-investors) will be applied to reduce the Management Fees of that Fund. As a general matter, the portion of fees received from portfolio companies that is allocable to capital invested by co-investment vehicles will be retained by JCF and will not be applied to reduce the Management Fees paid by a Fund (even if the governing agreements of such co-investment vehicles provide for lower or no management fees for the investors or participants therein). Maintenance fees, administrative fees and one-time funding fees received from coinvestment vehicles will be retained by JCF (or an affiliate) and will not be applied to reduce the Management Fees paid by a Fund. Allocation of Investment Opportunities. In connection with its investment activities, and subject to compliance with the policies and procedures set forth in Compliance Manual, JCF&Co has in the past and may in the future encounter situations in which it must determine how to allocate investment opportunities among various Clients and other persons, including but not limited to the Funds, portfolio companies of the Funds, co-investment vehicles that have been formed to invest side-by-side with one or more Funds (the investors in such co-investment vehicles may include employees, business associates and other “friends and family” of JCF or its personnel; individuals and entities that are also investors in one or more Funds (“JCF investors”); and/or individuals and entities that are not investors in any Funds (“non-LPs”)), investors whose coinvestment JCF determines in good faith will provide business benefits to a Fund in sourcing, consummating, managing or exiting portfolio investments (including where an investor can invest or commit to invest a significant amount of capital in a short period of time) (“strategic investors”), and Operating Partners that have the right, or may be offered the ability to co-invest alongside a Fund, including in those investments in which they are involved. In such circumstances, JCF will allocate such opportunities on a basis that JCF determines in good faith to be fair and equitable taking into account all factors JCF&Co deems relevant, including the applicable Investment Allocation Requirements (as defined below), the sourcing of the transaction, the nature of the investment in relation to the activities, investment focus, mandate or policies and target return profile or projected hold period of each applicable entity, the amounts of capital available for investment, confidentiality or other restrictions to which the firm is subject in being afforded access to such opportunity and other considerations deemed relevant by JCF in good faith. Specifically, JCF may allocate investment opportunities to a Fund or Client based on the anticipated targeted investment returns, Fund size and / or portfolio construction based solely on JCF’s expectations at the time such investments are made. However, there can be no assurances that the actual investment returns, Fund size and / or portfolio construction will be in line with such targets and such investments may as a result prove to have been suitable for another Fund. In the case where a strategic investor participates in a co-investment, such participation has in the past and may in the future reduce the amount available for co-investment by other investors, including limited partners in the Fund making the investment. In addition, JCF may seek to allocate a certain portion of a large investment to a Fund with the intention of raising coinvestment to take up the remaining portion; however, there can be no assurances that the

targeted amount of such co-investment funds will be raised, and the Fund may end up with a larger allocation than initially intended. Finally, JCF has in the past and expects in the future to enter into side letters or other similar agreements with investors in a Fund or managed account that include special rights with respect to co-investment (including the right to allocations of coinvestment opportunities in excess of an investor’s pro rata share based on capital commitments or other priority allocations of co-investment opportunities). JCF&Co has in the past and expects in the future to offer co-investment opportunities with respect to certain Fund investments and is generally permitted to allocate any such opportunities to investors and / or third parties in its sole discretion, including for example, on the basis of the size of investor commitments to Funds or expressions of interest in co-investment opportunities. The allocation of co-investment opportunities may involve a benefit to JCF&Co including, without limitation, management fees, maintenance fees, administrative fees, one-time funding fees or carried interest from the co-investment opportunity, and capital commitments to Funds from investors who are granted such co-investment opportunities. JCF&Co is generally permitted to charge management fees, maintenance fees, administrative fees, one-time funding fees and/or carried interest in respect of co-investments. Any such fees are typically calculated solely with respect to each co-investment. For the avoidance of doubt, except as otherwise agreed by JCF&Co, investment in a Fund does not entitle investors to be presented with or otherwise participate in any co-investment opportunities and JCF&Co will likely have incentives to favor certain potential co-investors. JCF&Co has in the past and expects in the future to agree to side letters with respect to allocation of co-investment opportunities. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”), which may also apply directly or indirectly to certain co-investment vehicles with investments contractually tied to the Funds. Investment Allocation Requirements are set forth in the governing document pursuant to which the Fund was established (such as a Fund’s limited partnership agreement or private placement memorandum), and may also be included in side letters. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures and/or allow JCF discretion in making allocation decisions among the Funds, JCF will allocate opportunities in its sole discretion. The appropriate allocation among the Funds, any managed accounts and co-investors of fees and expenses incurred in the course of evaluating and making investments which are not consummated, such as out-of-pocket fees associated with due diligence, attorney fees and the fees of other professionals, and, if applicable, senior advisors or other operating partners, will be determined by JCF and its affiliates in their good faith discretion, consistent with the policies and procedures of JCF and the organizational documents of the Funds, as applicable. Such “broken deal” expenses will generally not be allocated to managed accounts or co-investment vehicles and will be borne entirely by the applicable Fund unless the managed account or co-investment vehicle agrees to bear such “broken deal” expenses. If an investor in a Fund has been excused from or opted-out of a portfolio investment, JCF&Co generally expects to allocate expenses between such Fund and other Funds participating in the portfolio investment based on invested

capital rather than committed capital, in accordance with the applicable Fund’s governing documents. There may be occasions when one Fund (the “Payor Fund”) pays an expense common to multiple funds (the “Allocated Funds”) (e.g., legal expenses for a transaction in which all such funds participate). On such occasions, each Allocated Fund will reimburse the Payor Fund for its share of such expense, without interest, after the payment is made by the Payor Fund. While highly unlikely, it is possible that one of the Allocated Funds could default on its obligation to reimburse the Payor Fund. In exercising its discretion to allocate investment opportunities and fees and expenses, JCF&Co is faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, JCF may have an incentive to allocate investment opportunities to the Funds or investors from which JCF or its related persons may derive, directly or indirectly, a higher fee, compensation or other benefit. Material, Non-Public Information. By reason of their responsibilities in connection with their other activities, JCF&Co professionals may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Funds will not be able to act upon any such information. Due to these restrictions, JCF&Co will not be able to initiate a transaction on behalf of a Fund that it otherwise might have initiated and will not be able to sell an investment that it otherwise might have sold. Service Providers. Certain advisors and other service providers, or their affiliates, (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to a Fund, JCF or their portfolio companies may also provide goods or services to or have business, personal, political, financial or other relationships with JCF, its affiliates, its employees and portfolio companies. Such advisors and service providers may be investors in a Fund, affiliates of JCF, affiliates of JCF employees or employees’ family members, sources of investment opportunities, investments of a Fund, or coinvestors or counterparties therewith. These relationships may influence JCF in deciding whether to select or recommend such a service provider to perform services for a Fund or a portfolio company (the cost of which will generally be borne directly or indirectly by the applicable Fund or portfolio company, as applicable). JCF and/or the Funds may also invest in companies or ventures operated by or belonging to investors in the Fund. In addition, JCF&Co has in the past contracted, and anticipates that it will in the future, in its discretion, contract directly with, or recommend to a Fund or to a portfolio company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with, a related person of JCF&Co or an affiliate (including but not limited to a portfolio company of a Fund). When making such a recommendation, JCF&Co, because of its financial or other business interest, has an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost.

In addition, JCF has engaged and expects to engage one or more advisors or service providers to perform certain functions in relation to the Funds, including but not limited to maintaining the books and records of the Funds calculations of carried interest, unpaid capital commitments, management fees, contributions and distributions, preparing contribution and distribution notices, maintaining an investor portal and posting to investors, assisting in the audit process, assisting with investor requests, preparing internal rate of return calculations and financial highlight rations, preparing quarterly GAAP financial statements, providing domiciliation in foreign jurisdictions, preparing wire transfers, reconciling cash accounts, providing anti-money laundering and “know your client” services, and maintaining a database with investor information. In certain circumstances, advisors and service providers, or their affiliates, may charge different rates or have different arrangements for services provided to JCF or its affiliates as compared to services provided to the Funds and their portfolio companies, which may result in more favorable rates or arrangements than those payable by the Funds or such portfolio companies. Outsourcing may not occur uniformly for all Funds and, accordingly, certain costs may be incurred by a Fund through the use of third-party service providers that are not incurred for comparable services used by other Funds. The decision by JCF&Co to initially perform particular services in house for a Fund will not preclude a later decision to outsource such services, or any additional services, in whole or in part to third parties. Side Letters. The general partner of a Fund generally enters into side letters or other similar agreements with certain investors in connection with their admission to such Fund without the approval of any other investor. Such side letters or other similar agreements may alter and/or supplement the terms of the Fund’s governing documents in a manner that makes the terms applicable to such investors more favorable than those applicable to other investors. Such rights or terms in any such side letter may include, without limitation, (i) fee arrangements with respect to such investors; (ii) excuse rights applicable to particular investments or withdrawal rights from the Fund, including without limitation, as a result of an investor’s specific policies or certain violations of federal, state or non-U.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, for future investments and expenses, and reduce the overall size of Fund); (iii) additional or modified reporting obligations of the applicable general partner, subject to the relevant Fund’s governing documents and applicable law; (iv) waiver of certain confidentiality obligations; (v) consent of the applicable general partner to certain transfers by such investor; (vi) special rights with respect to coinvestment allocation and participation; (vii) rights or terms necessary in light of particular legal, public policy or regulatory 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 general partner and the Fund with respect to the structuring of any particular investment in light of the legal, tax 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 general partner with respect to the exercise of its discretion on certain matters, including amendments, exercising default remedies and waiving

confidentiality or terms; and (xii) special rights with respect to liquidity, subject to the relevant Fund’s governing documents and applicable law. To the extent JCF&Co or a Fund incurs thirdparty expenses in connection with compliance with a side letter provision, such expenses may be borne either by the limited partners that have the benefit of such provision or by all limited partners. Except as otherwise agreed with an investor and subject to applicable law, the general partner of a Fund does not have an obligation to give investors notice of any side letters entered into. However, subject to confidentiality obligations, the general partner may, upon request, make available copies of all side letters or a compendium containing the provisions of any such side letters, which may be redacted of any identifying information. Such copies or compendium may be made available to an investor only after such investor has been admitted to such Fund. Transactions with Investors. JCF&Co and its affiliates from time to time engage in transactions with prospective and actual investors that entail business benefits to such investors. Such transactions may be entered into prior to or coincident with an investor’s admission to a Fund or during the term of their investment. The nature of such transactions can be diverse and may include benefits relating to one or more Funds and their respective portfolio companies, as well as benefits to the investors transacted with. Principal Ownership Interests. From time to time, subject to satisfaction of the policies and procedures set forth in the Compliance Manual, JCF&Co has in the past and could in the future recommend that a Fund acquire or sell securities in which a JCF&Co related person has a preexisting direct or indirect interest. In addition, a JCF&Co related person may acquire or sell securities that are recommended to a Fund or in which a Fund has a pre-existing direct or indirect interest. A potential conflict of interest could arise in that the interested JCF&Co related person could benefit from the Fund’s actual or potential investment in, or sale of, the applicable security. Alternatively, the JCF&Co related person could benefit from an investment or divestiture opportunity that would otherwise have been available to the Fund. Finally, the Funds may incur expenses related to the developing, negotiating and structuring of prospective or potential portfolio investments that are not ultimately made (i.e., broken-deal expenses), which such expenses could be deemed to benefit the issuer and the interested JCF&Co related person. In addition, a Fund or JCF related person may make an investment in a portfolio company in which another Fund has or is concurrently making a different principal investment (e.g., a mezzanine or senior debt investment). In such situations, the various Funds may have conflicting interests (e.g., over the terms of, or actions taken with respect to, their respective investments). If the portfolio company in which one Fund or JCF related person has an equity investment and in which another Fund or JCF related person has a debt investment becomes distressed or defaults on its obligations under the debt investment, JCF would likely have conflicting loyalties between its duties to both Funds. In that regard, actions may be taken for one Fund or JCF related person that are adverse to the other party. JCF&Co has policies and procedures in place that are designed to mitigate these types of conflicts of interest, but there can be no assurances that such policies and procedures will be effective.

Asymmetrical Information. JCF&Co and its 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 Clients or JCF&Co’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 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 JCF&Co and its employees with respect to the operations and investment activities of the Clients and may influence a prospective investor’s decision as to whether to invest in a Client. 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 Clients and will not be disclosed to investors in such Client. There can be no assurance that any such arrangements will not have an adverse effect on any Client or investor. Related Party Transactions. JCF&Co has contracted in the past, and may in the future, in its discretion, contract with a related person (including but not limited to a portfolio company of a Fund or an entity with which JCF or its affiliates or a member of their personnel has a relationship or from which JCF or its affiliates or their personnel otherwise derives financial or other benefit) to perform services in connection with its provision of services to the Funds. When engaging a related person to provide such services, JCF may have an incentive to recommend the related person even if another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. JCF&Co has in place policies that are designed to mitigate any conflicts of interest with respect to the above recommendations, but there can be no assurances that such policies and procedures will be effective. JCF&Co has recommended in the past, and may in the future, in its discretion, recommend to a Fund or to a portfolio company thereof that it contract for services with (i) JCF or a related person (including but not limited to a portfolio company of a Fund), (ii) an entity with which JCF or its affiliates or a member of their personnel has a relationship or from which JCF or its affiliates or their personnel otherwise derives financial or other benefit or (iii) a JCF investor. When making such a recommendation, JCF may, because of its financial or other business interest, have an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. Because certain expenses are paid for by a Fund and/or its portfolio companies or, if incurred by JCF&Co, are reimbursed by a Fund and/or its portfolio companies, JCF may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. Employees of JCF serve as directors of portfolio companies. Such employees are required to remit any remuneration they receive as directors to the applicable Funds, and each Fund’s Management Fee will be offset, or reduced, by all or a portion of such other fees, as provided in the governing

documents of the applicable Fund. Any exceptions are disclosed to the advisory committee of the applicable Fund. JCF Securities. An affiliate of JCF, JCF Securities, is a broker-dealer registered with the SEC and a FINRA member. JCF Securities is authorized to provide investment and M&A advisory services to third-party clients (which may include the Funds), as well as to conduct private placements of securities. JCF Securities has in the past and expects in the future to provide M&A advisory services to a Fund and / or its co-investment vehicles in connection with a portfolio investment or other transaction. In addition, JCF Securities may from time to time in the future participate in the syndication of opportunities to co-invest in portfolio investments alongside a Fund and third parties, and/or provide advisory services to portfolio investments of a Fund. JCF Securities may also be involved in the public or private placement of securities and instruments issued by portfolio investments of a Fund. JCF Securities may also in some cases act as a broker in transactions on behalf of a Fund, and/or provide advisory services to a Fund or existing or potential portfolio investments of a Fund. JCF Securities and other affiliates of JCF generally receives fees, commissions and other compensation in respect of the foregoing activities. JCF Securities may act as the placement agent for a Fund in respect of securities or instruments issued by a Fund. JCF uses JCF Securities as broker-dealer in any transaction only if such use is consistent with JCF’s fiduciary duties. The relationship JCF has with JCF Securities may give rise to a conflict of interest between JCF and a Fund that has an interest in any portfolio investments or investment vehicles with respect to which JCF Securities provides services. In particular, JCF may have an incentive to seek to influence the decision by a portfolio investment’s management to retain JCF Securities, or to otherwise transact with JCF Securities, instead of other unaffiliated broker-dealers or other service providers or counterparties that may be more appropriate or offer better terms. JCF could also have an incentive to structure portfolio investment transactions, including related co-investment opportunities, so that they require the use of a broker-dealer (and consequently provide an opportunity for JCF Securities to be retained by a portfolio investment or acquisition company established for the relevant transaction and generate fees, commissions or other compensation). JCF generally will evaluate any such transactions on a case-by-case basis to address any such conflicts. Transactions involving a Fund and JCF Securities are also reviewed with regard to the appropriateness of the transaction and any fiduciary obligations. JCF Securities may have access to confidential and/or material non-public information regarding a Fund or its portfolio investments and, subject to applicable law, may use such information in connection with services provided by JCF Securities. From time to time JCF may determine that it is in the best interest of a Fund holding an investment (the “selling Fund”) to transact with another Fund (the “purchasing Fund”) in order to provide the selling Fund’s investors with an option either to: (1) receive cash proceeds from the selling Fund’s

sale or transfer of such portfolio company and/or (2) “roll” (i.e., retain) their interest in such portfolio company. In connection with such continuation transactions, JCF may require the investors in the purchasing Fund to make an additional investment in a Fund or commit to invest in a future Fund. Conflicts of interest arise in such continuation transactions, including because (i) JCF and its affiliates charge investors in the purchasing Fund a management fee and carried interest (which economics are likely to be different than the selling Fund) and the transactions have the potential to result in the receipt of additional management fees and carried interest by JCF and its affiliates; (ii) JCF and its personnel are expected to have the ability to make material investments in the purchasing Fund, which, if exercised, may cause them to take actions that benefit the purchasing Fund; (iii) JCF is actively involved in negotiating the terms of the sale on behalf of the selling Fund, on the one hand, and the purchasing Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the transaction); (iv) because of the requirement for an investor in the purchasing Fund to make an investment in a Fund or a commitment to invest in a future Fund and/or (v) such transactions may provide JCF and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Fund and/or a future Fund which (a) incentivizes JCF to favor such investors because of the potential for JCF and its affiliates to earn additional management fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Fund. In connection with a continuation transaction, JCF will have no obligation to engage in any third-party sale or public offering process for such portfolio company prior to the continuation transaction or obtain any independent thirdparty valuation. In addition, JCF may determine to share valuation information with investors in the purchasing Fund, which would provide such investors with more information than a typical buyer of a Fund’s portfolio companies. JCF would also provide information to potential investors in the purchasing Fund regarding the portfolio company, the proposed transaction, and other matters and may provide less information to the selling Fund’s limited partners. There is also a risk that JCF’s valuation of a portfolio company at the time of the continuation transaction could underestimate the actual value of the portfolio company, or that JCF will agree to transfer the portfolio company at a price lower than its historical valuation, thereby reducing the returns to limited partners who do not participate in the continuation transaction. JCF faces conflicts of interest in determining portfolio company valuations, the price at which the continuation transaction takes place, and what information is shared with particular investors. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the transaction, and JCF might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Fund or vice versa. In the event that a Fund proposes to sell any assets in a continuation transaction and that sale fails to close for any reason, such Fund would typically bear the broken deal expenses relating to the proposed transaction, including (without limitation) the costs of forming and marketing the continuation vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will, under certain circumstances, also

include expenses that would have been attributable to Funds or prospective investors that were expected to participate in the continuation transaction that did not ultimately close. To the extent another Fund or other vehicle sponsored by JCF or its affiliates considers participating in a continuation transaction alongside a Fund, but ultimately does not participate, such Fund is expected to bear the expenses that would otherwise have been borne by another Fund or other vehicle that opted out of the transaction. The allocation of continuation transaction expenses raises conflicts of interest. Such Fund is expected to bear such amounts irrespective of whether such Fund’s advisory committee or limited partners, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. Resolution of Conflicts of Interest In the case of all conflicts of interest which are not managed pursuant to a contractual obligation, policy or procedure, JCF&Co’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, JCF&Co considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth in the Funds’ governing documents. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: • •

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A Fund will not make an investment unless JCF believes that such investment is an appropriate investment considered solely from the viewpoint of such Fund; Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant offering and/or organizational documents for the Funds; Generally, each Fund has established an advisory committee, consisting of representatives of investors not affiliated with the Adviser that do not owe any duties (fiduciary or otherwise) to any other limited partners. The Adviser may, but generally is not obligated to, consult with the advisory committee as to certain material potential conflicts of interest. Where conflicts of interest are not presented to the advisory committee, the Adviser will be guided by its good faith discretion; Where the Adviser deems appropriate, unaffiliated third parties and professional advisors may be consulted to help resolve conflicts; Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund; and The Adviser will seek to treat its clients fairly and equitably.

JCF&Co does not engage in directed brokerage arrangements. B. In the private equity context, aggregation of the purchase or sale of securities for multiple client accounts is generally not relevant.

Flowers, in conjunction with JCF’s investment committee, regularly supervises and monitors the investment activities of each Fund. C. Audited financial statements are provided to investors in each Fund, generally within 120 days of the end of the Fund’s fiscal year. Unaudited financial statements and investor-specific account statements are generally provided to investors in each Fund within 45-60 days of the end of such Fund’s fiscal quarter. Written reports describing each Fund’s portfolio investments are generally provided to the applicable investors on a semi-annual or quarterly basis. In addition, Fund investors are typically, although not always, invited to participate in an annual investor meeting at which JCF&Co reports on the Fund’s portfolio investments and performance. Finally, JCF&Co will hold investor update calls from time to time as it deems appropriate.

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

If the CCO determines that JCF&Co or an individual Proxy Voting Committee member has a material conflict of interest (or potential conflict) with respect to any issues presented by the proxy, the Proxy Voting Committee will take steps to mitigate the conflict. Similarly, in the event that it is determined that refraining from voting is in the best interest of a Fund’s limited partners, JCF will refrain accordingly. The steps to mitigate a potential conflict may include: consulting with legal counsel, disclosing the conflict to the Fund’s investor advisory committee (as described in the Fund’s governing documents) and requiring any conflicted individual to recuse him/herself from the determination as to how to vote the proxy. Upon request, a Client may obtain a copy of JCF’s Proxy Voting Policy as well as information about how JCF&Co voted any proxies on the Client’s behalf. B. See Item 17.A above.