Monroe Capital Management Advisors LLC: investment adviser

(“Wendel”), whose sole controlling shareholder is Wendel Participations SE, indirectly acquired 75% of MCMA and its affiliates. As a result of the Transaction, MCMA became a wholly owned subsidiary of Monroe Capital Intermediate Holdings, LLC (“MC Intermediate Holdco”), which is majority-owned by Momentum US Bidco and minority-owned by Monroe Capital Investment Holdings, L.P. (“MC Investment Holdings”). For the avoidance of doubt, MCMA continues to operate independently with no changes to investment process, strategy or operations arising from the Transaction. The officers and senior management team of MCMA and its affiliated entities include: Theodore L. Koenig, as Chairman and Chief Executive Officer; Michael J. Egan, as Vice Chairman and Chief Credit Officer; Thomas C. Aronson, as Vice Chairman and Head of Originations; Zia Uddin, as President; Aaron D. Peck, as Managing Director and Co-Head and Co-Portfolio Manager of Alternative Credit Solutions; Alexander Franky, as Managing Director and Head of Direct Underwriting; R. Sean Duff, as Managing Director and Head of Client Services; James Cassady, as Managing Director and Chief Operating Officer; Caroline B. Davidson, as Managing Director and Head of Capital Markets; Karina B. Stahl, as Managing Director and Chief Financial Officer of Investment Funds; Peter T. Gruszka, as Managing Director and General Counsel; Kyle A. Asher, as Managing Director and Co-Head and Co-Portfolio Manager of Alternative Credit Solutions; Jeffrey Cupples, as Deputy Head of Credit, Direct Investments; Matthew Lane, as Deputy Head of Underwriting, Direct Investments; Jeffrey Williams, as Managing Director and Co-Head of Tradable Credit Group; Scott A. Marienau, as Chief Financial Officer of Management Company; Alex Patil, as Managing Director and Southern California Region Group Head; Christopher Lund, as Managing Director and Portfolio Manager, Institutional Portfolios of Direct Lending; Nathan Harrell, as Managing Director and Co-head of Portfolio Group; Seth Friedman, as Managing Director and Head of Structured Solutions; Stewart Hanlon, as Managing Director and Co-Head of Technology Finance; and Ronald A. Holinsky, as Chief Compliance Officer, Chief Legal Officer of Regulated Funds, and Head of Operational Risk (collectively, the “Senior Management Team”). With respect to certain affiliated pooled investment vehicles which are advisory clients, MCMA provides discretionary portfolio management and investment advisory services through six (6) relying advisers which include, (i) Monroe Capital Management, LLC (“Monroe Capital Management”); (ii) Monroe Capital Asset Management LLC (“MC Asset Management”); (iii) Monroe Capital CLO Manager LLC (“MC CLO Manager”); (iv) Monroe Capital CLO Manager II LLC (“MC CLO Manager II”); (v) Monroe Capital Partners Fund Advisors, Inc. (“MC Partners Fund Advisors”); and (vi) Monroe Capital Real Estate Credit Advisors, LLC (collectively, the “Relying Advisers”). The Relying Advisers are registered with the SEC as investment advisers relying on MCMA’s investment adviser registration with the SEC pursuant to Rule 203A-2(b) of the Advisers Act and the SEC’s guidance on umbrella registration provided in general instructions to Form ADV. Unless otherwise stated, any reference made to MCMA includes the Relying Advisers hereinafter. MCMA does not act as a general partner of any of its affiliated pooled investment vehicles and/or single

investor funds (“SIFs”). Instead, certain of MCMA’s affiliates serve as general partners to one or more of the pooled investment vehicles and/or SIFs and have delegated exclusive investment advisory and other authority with respect to such pooled investment vehicles and/or SIFs to MCMA. See Item 10 – Other Financial Industry Activities and Affiliations of this Brochure for more information regarding MCMA’s affiliated entities. Horizon Technology Finance Management LLC (“HTFM”), an affiliate of MCMA, is a wholly owned subsidiary of MCH Holdco LLC, which is a wholly owned subsidiary of MC Intermediate Holdco, which is majority-owned by Momentum US Bidco, which is majority-owned by Momentum US Topco, which is in turn majority-owned by Wendel, whose sole controlling shareholder is Wendel Participations SE, and minority-owned by MC Investment Holdings. Advisory Services MCMA provides discretionary portfolio management and investment advisory services to pooled investment vehicles and separately managed accounts that focus on investing in private credit markets across various strategies, including direct lending, asset based lending, specialty finance, opportunistic lending, real estate lending, structured credit and equity primarily in North America that require financing to fund corporate events, recapitalization, ownership transfer, sourcing of expansion and growth capital and/or refinancing. MCMA primarily pursues transactions in such middle market companies by investing in senior and junior secured and unsecured loans, unitranche loans and other asset-based loans, leasing loans, receivables loans, consumer loans, mezzanine loans, stressed and distressed debt, investment and non-investment grade credit, structured debt and equity, warehouse loan facilities, securitized debt and subordinated notes of collateralized loan obligations and other types of securitized debt tranches. As stated above, MCMA provides discretionary portfolio management and investment advisory services to pooled investment vehicles and/or SIFs whose investors include large institutions and high net worth individuals, including but not limited to, state and local pensions, corporate pensions, endowments and foundations, insurance companies, regional banks and family offices. Such privately offered pooled investment vehicles include collateralized loan obligations (the “CLO Funds”), collateralized fund obligations (the “CFO Funds”), private investment funds, SIFs, and other U.S. and non-U.S. structured investment vehicles (collectively, the “Private Funds”). MCMA also provides discretionary portfolio management and investment advisory services to separately managed accounts for large institutions and affiliated investment vehicles of those institutions (“SMA Clients”). A Relying Adviser provides discretionary portfolio and investment advisory services to a privately offered real estate investment trust (the “REIT”). The CLO Funds, CFO Funds, and the Private Funds are collectively referred to herein as the “Funds” or the “Clients”. Pursuant to an investment management agreement, collateral management agreement or other similar governing agreement (each, a “Management Agreement”), each Fund’s respective general partner or director (each, a “General Partner”), has engaged MCMA to provide origination, acquisition, asset management, and other administrative services to each respective Fund in accordance with each Fund’s respective private placement memorandum, offering memorandum, offering circular, limited partnership agreement, indenture or other similar disclosure and governing documents (collectively, the “Governing Documents”). MCMA’s investment advisory services consist of, but are not limited to, managing each Fund’s portfolio of investments, including sourcing, selecting, and determining investments in each Fund, monitoring investments by each Fund and executing transactions on behalf of each Fund in accordance with the investment objectives, policies and guidelines set forth in each respective Fund’s Governing Documents. Accordingly, MCMA’s investment advisory services to the Funds (other than SIFs as described below) is not tailored to the individualized needs or objectives of any particular Fund investor. An investment in a Fund by an investor does not, in and of itself, create an advisory relationship between the investor and MCMA. Investors are not permitted to impose restrictions or limitations on the management of any Fund (other than SIFs as described below). The General Partner of a Fund reserves the right to enter into side letter

agreements or arrangements with one or more investors in a Fund that alter, modify or change the terms of the interests held by such investors. Information about each Fund, and the particular investment objectives, strategies, restrictions, guidelines and risks associated with an investment, is described in each respective Fund’s Governing Documents, which are made available to investors only through MCMA or another authorized party. Since MCMA does not provide individualized advice to investors (and an investment in a Fund does not, in and of itself, create an advisory relationship between the investor and MCMA), investors must consider whether a particular Fund meets their investment objectives and risk tolerance prior to investing. MCMA has, and may in the future, tailor its advisory services to the individual needs of single investor fund (“SIF”). MCMA may agree with a SIF to manage such SIF’s assets against a particular benchmark or pursuant to an investment management agreement, which include provisions related to management fees, investment strategy, investment guidelines, termination rights, proxy voting and sub-adviser, if applicable. SIFs should be aware, however, that the aforementioned restrictions can limit MCMA’s ability to act on behalf of a SIF and as a result, the SIF’s performance may differ from and may be less successful than that of other Clients’ accounts managed by MCMA which are not subject to such restrictions. Prospective clients and prospective client investors must consider whether a particular MCMA advisory relationship is appropriate for their own circumstances based on all relevant factors including, but not limited to, the prospective client’s own investment objectives, liquidity requirements, tax situation and risk tolerance. Prospective clients are strongly encouraged to undertake appropriate due diligence including, but not limited to, a review of Governing Documents relating to the proposed investment program for the SIF and to investigate additional details about MCMA’s investment strategies, methods of analysis and related risks, before making an investment decision or committing to a service provided by MCMA. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss of this Brochure for a more detailed discussion on investment strategies and the risks involved with such strategies. ALL DISCUSSION OF THE FUNDS IN THIS BROCHURE, INCLUDING BUT NOT LIMITED TO ITS INVESTMENTS, THE STRATEGIES USED IN MANAGING THE FUNDS, AND CONFLICTS OF INTEREST FACED BY MCMA IN CONNECTION WITH THE MANAGEMENT OF THE FUNDS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE RESPECTIVE FUND’S GOVERNING DOCUMENTS. Wrap Fee Disclosure MCMA does not participate in or sponsor any wrap fee programs. Regulatory Assets Under Management As of December 31, 2025, MCMA managed approximately $18,555,608,314 of regulatory assets under management, of which all were on a discretionary basis, and none were on a non-discretionary basis.

Fee Schedules Private Funds (Other than CLO Funds and CFO Funds) Management Fees: In consideration for its advisory services to the Private Funds, MCMA typically receives a “Management Fee” from each respective Private Fund. The specific payment terms and other conditions of the Management Fees available to MCMA are set forth in the applicable Private Fund’s Governing Documents, side letters and/or fee agreements. The Management Fees are generally a percent of the Private Funds’ investors’ aggregate capital commitments or a percent of the Private Funds’ total Invested Assets, on the appraisal date, payable quarterly or monthly in arrears or in advance. “Invested Assets” generally means, with respect to each Private Fund investor, at any time the sum of (a) such Private Fund investor’s total prior capital contributions less any prior distributions that constitute return of such amounts plus (b) such Private Fund investor’s pro rata share of the principal amount of any indebtedness incurred by the Private Fund and outstanding at such time, in each case, as determined by the Private Fund’s General Partner or MCMA in its sole discretion. Management Fees are generally paid to MCMA by deducting such fees from the applicable Private Fund’s account. Upon the termination of MCMA’s Management Agreement with a Private Fund, MCMA will refund to the Private Fund the pro-rated portion of any Management Fee already paid by the Private Fund for the period following the effective date of such termination provided that nothing else was specified in the respective Fund’s Governing Documents and/or Management Agreement, including that some Management Agreements provide for payment of management fees for up to one year upon termination in the absence of cause. MCMA and its affiliates will benefit from MCMA’s relationship with and its receipt of Management Fees from the Private Funds. Such Management Fees and relationship will enhance the value of MCMA, and the Private Fund investors (other than those Private Fund investors holding direct or indirect interests in MCMA, if any) will not participate in any increase in the value of MCMA. Performance-Based Compensation: The General Partner and/or its designee for each respective Private Fund is generally permitted to receive performance-based fees and/or carried interest distributions, as applicable (collectively, “Performance-Based Compensation”) (e.g., carried interest, performance allocations, incentive allocations, performance fees or incentive fees) in connection with the management of the Private Fund. The specific payment terms and other conditions of the Performance-Based Compensation available to a General Partner and/or its designee are set forth in the applicable Private Fund’s Governing Documents, side letters and/or fee agreements. Generally, Performance-Based Compensation payable to the applicable General Partner and/or their designee (as “special limited partner”) is payable quarterly, annually or more frequently in arrears, subject to a preferred return and an interim and/or end-oflife clawback mechanic. All Performance-Based Compensation payable to the General Partners and/or their respective designees of the Private Funds will be consistent with the requirements of Section 205 of the Advisers Act and Rule 205-3 thereunder. As discussed in Item 6 below, Performance-Based Compensation payable to a General Partner and/or its designee on investment income and investment gains may create an incentive for the General Partner’s

affiliate, MCMA, to cause the Private Fund to make investments that are riskier or more speculative than would be the case if a Performance-Based Compensation arrangement were not in effect. The PerformanceBased Compensation may create an incentive for MCMA to time investments, and the realization of investments, so as to maximize Performance-Based Compensation rather than the returns of the Private Fund. In addition, Performance-Based Compensation payable by a Private Fund have not been established on the basis of an arm’s length negotiation among such Private Fund, on the one hand, and MCMA or its affiliates, on the other hand. CLO Funds As compensation for its services as the collateral manager to the CLO Funds, MCMA generally receives a senior management fee, a subordinated management fee and an incentive management fee (collectively, the “Collateral Management Fees”). The senior management fee has a higher priority in a CLO Fund payment waterfall whereas the subordinated management fee generally ranks below principal and interest payments to senior note holders in the payment waterfall. MCMA will generally earn a subordinated management fee if over-collateralization and interest coverage tests have been satisfied for all senior CLO Fund note holders. The senior management fees and subordinated management fees are typically paid by the CLO Fund or its respective trustee quarterly in arrears, in accordance with its Governing Documents. Incentive management fees are typically paid later in a CLO Fund’s tenor by the CLO Fund or its respective trustee in arrears if specific internal rates of return thresholds are achieved. Please consult the CLO Fund’s applicable Governing Documents for additional information regarding such Collateral Management Fees. CFO Funds No fees are borne at the CFO Fund level. Fees Generally The applicable General Partner and/or MCMA generally has the unilateral discretion to waive or modify the application of certain provisions of the Governing Documents for a Private Fund with respect to an investor (including those related to fees, performance allocations, transparency, and withdrawals) without obtaining the consent of any other investor. The applicable General Partner of a Private Fund and/or MCMA may, in its sole discretion, charge lower Management Fees and/or Performance-Based Compensation or waive account minimums based on certain factors the General Partner and/or MCMA deems relevant. However, the applicable General Partner and/or MCMA may be limited in its ability to negotiate fees due, in part, to existing side letters and/or fee agreements, which require equivalent pricing. Under the terms of these agreements, the General Partner and/or MCMA is generally required to charge equivalent pricing. The General Partner of a Fund and/or MCMA has, and may in the future, enter into side letter agreements or arrangements with one or more investors in a Fund that alter, modify or change the terms of the interests held by such investors, providing revised economic terms, including, but not limited to, distribution provisions with respect to such limited partner that differ from those described in the Fund’s Governing Documents. A conflict may arise where some Fund investors receive more favorable overall economic terms and other Fund investors will not participate in such terms. A Private Fund’s Governing Documents generally permit MCMA or its respective General Partner to charge and deduct Management Fees and/or Performance-Based Compensation (collectively, “Advisory Fees”) directly from the assets of the Private Fund, at the times and in the amounts set forth in such Governing Documents. The ability of MCMA to deduct Advisory Fees for SIFs may be negotiable. Collateral Management Fees, with respect to the CLO Funds, are paid to MCMA at the times and in the amounts set forth in the respective CLO Fund’s Governing Documents by directly billing (e.g., invoicing) the CLO Fund’s respective trustee. Advisory Fees for the Private Funds are generally payable on a quarterly or monthly basis and may be payable in advance or in arrears in accordance with the terms of the applicable Governing Documents.

Collateral Management Fees for the CLO Funds are generally payable on a quarterly basis in arrears through the CLO waterfall in accordance with the terms of the applicable Governing Documents. Funds have the right to terminate MCMA’s advisory services in accordance with the terms of the applicable Governing Documents and/or Management Agreement. Upon termination of such agreement with any Fund who has paid in advance, MCMA will refund to such Fund the pro-rata portion of any advance payment based on the number of days remaining in the billing period after the date of termination, provided that nothing else was specified in the respective Fund’s Governing Documents and/or Management Agreement. From time to time, a Fund managed by MCMA may purchase an interest in another Fund managed by MCMA, provided that the sale or purchase is consistent with MCMA’s fiduciary obligations to each such Fund and that such sale or purchase is consistent with the investment policies, guidelines, and objectives of each such Fund’s general investment strategy as per each such Fund’s Governing Documents. Fund investors should be aware that, while MCMA endeavors at all times to act in the best interests of all of its Funds, MCMA receipt of compensation from each of the Funds and the contribution of additional capital by a Fund to another Fund may create potential conflicts of interest. In certain circumstances, MCMA may choose to lower or waive (or rebate back) the Advisory Fees or Collateral Management Fees of a Fund investing in another Fund by the amount of Advisory Fees or Collateral Management Fees applicable to the Fund’s investment in such other Fund. Other Fees and Expenses Organizational Expenses: Each Fund, subject to its Governing Documents, will typically pay or otherwise bear its organizational expenses, subject to a specified expense cap which may vary from Fund to Fund. Any organizational expenses in excess of the specified expense cap will be borne by the applicable General Partner (or its equivalent) or offset against Management Fees. Such organizational expenses generally may include legal, accounting, filing, capital raising, placement agent fees, travel, accommodation, meal and other similar fees, costs and other start-up related expenses (collectively, the “Organizational Expenses”). Certain Funds may be considered “Parallel Funds” of one another, with parallel funds having common investment strategies but for one or more unique characteristics. Other Funds that are not deemed to be Parallel Funds with one another may be considered “Other Monroe Clients” in relation to one another. As used herein, “Other Monroe Clients” means any investment fund, investment partnership, managed account or other investment vehicle or contractual arrangement (other than any Other Wendel Fund Platforms) established, sponsored, owned, managed, advised and/or sub-advised, directly or indirectly, by the applicable General Partner, MCMA, and/or any of their respective affiliates (other than Other Wendel Owned Managers). A Fund may consist of feeder and intermediate funds investing in a common “master fund”, as well as alternative investment vehicles. Generally, the Fund’s Governing Documents typically provide that each Fund shall bear or pay its pro rata share of Fund Expenses (but not in duplicate), where “Fund Expenses” are those incurred on behalf of a defined universe of Parallel Funds and alternative investment vehicles (“Fund Entities”). To the extent that any Fund Expenses are incurred for the benefit of a Fund Entity and/or any of their related entities (or any combination of the foregoing), such Fund Expenses will generally be borne by each such vehicle pro rata or in such other manner as the Firm considers fair and equitable under the circumstances based on the MCMA’s expense allocation methodology. In certain circumstances Organizational Expenses and Fund Expenses will be allocated among Fund Entities and Other Monroe Clients. To the extent that any Organizational Expenses or Fund Expenses (or their substantial equivalent) are incurred that benefit a Fund (or Fund Entities) and an Other Monroe Client(s), such Organizational Expenses or Fund Expenses (or their substantial equivalent) will generally be allocated pro rata or in such other manner as the MCMA considers fair and equitable under the circumstances, based on the MCMA’s expense allocation methodology.

Operating Expenses: Each Fund, subject to its Governing Documents, will typically pay or otherwise bear all of the direct and indirect fees, costs, expenses and other liabilities or obligations resulting from or arising in connection with its operations (collectively, the “Operating Expenses”). The Operating Expenses of a particular Fund are set forth in its Governing Documents and/or through side letters and may include, without limitation: (i) any and all fees, costs and expenses incurred in connection with the sourcing, evaluation, discovery, investigation, negotiation, development, acquisition, holding, monitoring or disposition of the Fund’s investments (whether or not consummated), including (a) loan fees, private placement fees, brokerage and sales fees and commissions, bank service fees, appraisal fees, advisory fees, research fees or expenses and/or dealer spreads, and fees, costs and expenses for access to one or more pricing services, including “Markit” and other similar services; (b) fees, costs and expenses (including fixed fees and performance-based fees and allocations) of the alternative investment fund manager (“AIFM”) and of any other service providers (regardless of whether such service providers are affiliates of MCMA, a General Partner or their respective affiliates), to the extent permitted by law, and notwithstanding any indemnification thereof provided for in the Governing Documents of the relevant Fund; (c) interest, clearing and settlement charges, commitment fees, transfer taxes and premiums, underwriting commissions and discounts; (d) fees, costs and expenses relating to short sales; (e) fees, costs and expenses related to market data (including, without limitation, expenses incurred in connection with any multimedia, analytical, database, news or third-party research or information services and any expenses incorporated into the cost of obtaining such research and market data), legal, accounting, auditing, investment banking, third-party industry and due diligence experts (including, without limitation, for credit and risk analytics, and loss mitigation); (f) fees, costs and expenses of any experts, finders, senior advisors, originators, consultants (including sourcing consultants, operating consultants, research consultants, industry expert consultants and/or subject matter consultants) and other persons acting in a similar capacity (in each case, whether or not such persons are engaged by the Fund and/or the General Partner or their affiliates in a dedicated or exclusive capacity), including fixed fees (such as retainers) and/or performance-based fees and allocations, in each case, whether in the form of cash, options, warrants, stock or otherwise, and/or expenses of any of the foregoing persons, including travel, lodging, meals and other similar expenses; (g) filing and other related fees, costs and expenses; (h) fees, costs and expenses related to travel, meals, lodging and late car services; (i) the fees, costs and expenses of attending any industry conferences in connection with sourcing and/or evaluating potential investments (irrespective of whether ultimately consummated) and (j) all other fees, costs and expenses related to the evaluation, discovery, due diligence investigation, negotiation, preparation and execution and delivery of any documents with respect to such investments (including any modification, supplement or waiver of any of the terms of such documents), sourcing, development, acquisition, holding, monitoring, refinancing, recapitalization or disposition of potential or actual investments (whether or not consummated) (including travel, accommodations, meals and lodgings); (ii) any and all fees, costs and expenses incurred in connection with the carrying or management of the Fund’s investments, including interest and related expenses and AIFM, custodial, depositary, trustee, record keeping (including Fund administrator fees) and other administration fees, costs and expenses, operations fees, costs and expenses and reconciliation fees, costs and expenses; (iii) any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Fund (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems such as “Wall Street Office,” “Allvue,” “Indus Valley Partners,” “Top Q”, general ledger, portfolio accounting, treasury management, expense and investor allocation and similar systems and services, including, without limitation, consultant,

software licensing, data management and recovery services fees and expenses) and fees and expenses incurred in maintaining appropriate security (including without limitation, cybersecurity measures (including consulting fees and the costs associated with engaging third parties to conduct threat assessments and periodic penetration testing) related to seeking to assure the protection of the confidential or non-public nature of any information or data, including confidential information and the cybersecurity of these and similar databases, software, programs or other technology for the Fund, MCMA and Fund service providers as may be required by applicable law or in accordance with regulatory guidance issued from time to time, including the costs of incident responses and the maintenance of cybersecurity related insurance policies); (iv) any and all fees, costs and expenses incurred in connection with the incurrence of indebtedness of the Fund, including borrowings, dollar rolls, reverse purchase agreements, any credit facilities, subscription facility, securitizations, margin financing and derivatives and swaps, and including any interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Fund and in making, carrying, funding and/or otherwise resolving investment guarantees); (v)

any and all fees, costs and expenses (including disbursements) of attorneys, auditors and accountants relating to Fund matters;

(vi) any and all fees, costs and expenses incurred in connection with the Fund’s financial statements, reports, notices, tax returns, IRS Forms 1065 Schedules K-1, K-2 and K-3 and other applicable tax forms and similar schedules (including any audits relating thereto), including the costs of creating, translating, printing and distributing such financial statements, notices, reports, tax returns, IRS Forms 1065 Schedules K-1, K-2 and K-3 and other applicable tax forms and similar schedules (whether by the Fund, any affiliate of the Fund and/or any service provider or agent engaged by the Fund and/or the General Partner and/or their affiliates in connection therewith), and any postage costs and expenses related to Fund matters; (vii) any and all fees, costs and expenses with respect to representation by the partnership representative and designated individual (each as defined in the applicable Governing Documents for the relevant Fund) of the Fund and the investors in the Fund; (viii) any and all taxes, fees, governmental charges, fines, penalties, subscription taxes (“taxe d’abonnement”) or other similar charges levied against, assessed or imposed upon, incurred or payable by the Fund (including transfer taxes and premiums and all entity-level taxes and fees); (ix) any and all fees, costs and expenses relating to the maintenance of registered offices, corporate licensing and similar expenses; (x) any and all insurance premiums, costs or expenses in connection with the activities of the Fund, including, without limitation, errors, omissions, fidelity, crime, cybersecurity, general partner liability, directors’ and officers’ liability and similar coverage for any person acting on behalf of the Fund, its General Partner, MCMA or their respective affiliates, whether or not the Fund would have the power to indemnify such person against such liability and the premiums, costs or expenses of any other insurance provided for in the Governing Documents of the relevant Fund; (xi) any and all fees, costs and expenses (including accounting, legal, audit or regulatory fees and expenses) incurred (a) to comply with any law or regulation related to the activities of the Fund (including (I) legal or regulatory fees, costs and expenses of a Fund’s General Partner, MCMA, the AIFM, portfolio companies or consultants (including sustainability and environmental, social and corporate governance (“ESG”) consultants) or any of their affiliates in connection with ongoing compliance, filing and reporting obligations under the Dodd-Frank Wall Street Reform and Consumer Protection Act, AEOI, the Commission Delegated Regulation (EU) No. 231/2013 of 19

December 2012 supplementing Articles 23(1), 23(4) and 23(5) of the Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended, and its implementing measures (“AIFMD”) with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision, as amended, Luxembourg law on reserved alternative investment funds of 23 July 2016, as amended (the “RAIF Law”), AIFMD as implemented in Ireland and Luxembourg, the European Union Regulation 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector, as amended, supplemented or replaced from time to time, or any other applicable legislation or regulations related to the European Commission’s Action Plan on Financing Sustainable Growth (the “SFDR Regulation”), “know your customer” laws, anti-money laundering laws, the Foreign Account Reporting Requirements, or any other applicable laws, including fees and expenses related to the retention of, and services provided by, any service provider or agent engaged by the Fund and/or its affiliate in connection with such compliance (including costs and expenses of third parties incurred in connection with sustainability and ESGrelated matters with respect to the Fund), and, for the avoidance of doubt, not including the preparation and filing of Form ADV, and (II) filing fees, costs and expenses related to the preparation and filing of Form PF, AIFMD Annex IV and other similar regulatory filings, including investor reporting under the SFDR Regulation) or (b) in connection with any litigation or governmental review, audit, inquiry, investigation or proceeding involving any entity in the Fund, its General Partner, MCMA or their respective affiliates, including the amount of any judgments, settlements or fines paid in connection therewith, except, however, to the extent such expenses or amounts have been determined to be excluded from the indemnification provided for in the Governing Documents of the relevant Fund; (xii) any and all fees, costs and expenses incurred in connection with distributions to investors in a Fund as provided in the Governing Documents of the relevant Fund; (xiii) any and all fees, costs and expenses incurred in connection with any meeting of the Fund’s investors (including any annual meeting of the Fund’s investors or other meeting of MCMA or its affiliates that is generally open or applicable to all Fund investors) or advisory committee of the Fund, including, without limitation, travel, meal and lodging expenses of MCMA and its representatives, and ancillary activities related thereto; (xiv) out-of-pocket expenses incurred by members of the Fund’s advisory committee and their designees in connection with the fulfillment of their duties pursuant to the Governing Documents of the relevant Fund, including, without limitation, travel expenses incurred in connection with attending Fund advisory committee meetings (including, without limitation, transportation, meal and lodging expenses); (xv) any and all fees, costs and expenses paid by the Fund with respect to potential investments or potential co-investments that are not consummated, including any portion of such expenses that is not borne by co-investors, whether or not such co-investor is MCMA or one of its affiliates; (xvi) any and all fees, costs and expenses incurred in connection with the formation and organization and operation of any alternative investment vehicle, special purpose entity and/or co-investment vehicle (which portion may include any fees, costs and expenses incurred in connection with establishing co-investment vehicles for proposed investments that are not consummated, but not including a coinvestor’s proportionate share of such amounts); (xvii) any and all fees, costs and expenses incurred in connection with the dissolution, winding up or termination of the Fund, any alternative investment vehicle, its General Partner, any special purpose entity and/or co-investment vehicle; (xviii) any and all fees, costs and expenses incurred in connection with any amendments, modifications,

revisions or restatements to the constituent documents of the Fund, any alternative investment vehicle, any special purpose entity or vehicle and/or co-investment vehicle; (xix) any and all fees, costs and expenses incurred in connection with compliance with side letters and/or other similar written agreements and “most favored nations” processes; (xx)

any and all fees, costs and expenses incurred in connection with computing the value of the assets of the Fund (including, without limitation and as applicable, any and all fees, costs and expenses associated with advisors, accountants, auditors, independent valuation agents, independent pricing services and third-party valuation consultants);

(xxi) any and all costs, fees or expenses payable to the administrator and corporate secretary, pursuant to the terms of any agreement appointing the administrator or corporate secretary; (xxii) any and all costs, fees or expenses payable to the depositary and any custodians pursuant to the terms of any agreement appointing the depositary or such custodians; (xxiii) any and all fees, costs and expenses related to the Fund’s indemnification obligations pursuant to the applicable Governing Documents of the relevant Fund; (xxiv) any and all fees, costs and expenses incurred by the Fund, its General Partner, MCMA or their respective affiliates or employees or any service provider for, or resulting from, any hedging transactions of the Fund; (xxv) any fee or expense payable to the AIFM or administrator to the Fund; (xxvi) any expense of any Fund entity as set forth in the Governing Documents of the relevant Fund without duplication; (xxvii) any extraordinary fees, costs and expenses (including, without limitation, fees, costs and expenses that are classified as extraordinary expenses under the International Financial Reporting Standards or the applicable generally accepted accounting principles), as determined by MCMA in its sole discretion; and (xxviii) the Advisory Fees. Each investor may be required to reimburse the Fund (and such reimbursement may, at the option of the General Partner, be withheld from distributions otherwise payable to such investor) for such investor’s allocable share of taxes (and any associated interest, penalties and additional related charges therewith) imposed directly or indirectly on the Fund or any entity in which the Fund has a direct or indirect interest, including any such taxes arising from Chapter 63 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), as amended by the Bipartisan Budget Act of 2015 and any analogous state, local or non-U.S. equivalent (the “BBA Rules”) and withholding taxes imposed under Sections 1441–1446 of the Code. The foregoing categories of fees, costs, expenses and other liabilities shall be Organizational Expenses and Operating Expenses, respectively, regardless of whether the person or entity providing or performing the service or output giving rise to such fees, costs, expenses or other liabilities is associated with the Fund (such as the General Partner (or similar person) of such Fund, MCMA or any of its respective affiliates) or is a third party. Any person associated with the Fund is entitled to reimbursement from such Fund or its portfolio investment for any Operating Expenses or Organizational Expenses paid and/or incurred by them on behalf of such Fund. MCMA has discretion to seek reimbursement for Organizational Expenses and Operating Expenses and may choose not to seek reimbursement from certain Funds. In addition, if any service provider provides services to a Fund on the premises of MCMA or its affiliates, such Fund may also be responsible for any overhead, rent or other fees, costs, and expenses charged by MCMA or its affiliates in connection with the on-site arrangement.

All fees, costs and expenses incurred by MCMA’s employees for travel, accommodations, meals, events, entertainment and other similar fees, costs and expenses are subject to MCMA’s Travel & Expense Reimbursement Policies. Not all Funds will be subject to the same fees, costs and expenses. The Organizational Expenses and Operating Expenses listed above may vary from Fund to Fund and not all Funds will be subject to the same Organizational Expenses and Operating Expenses. Please reference the applicable Fund’s Governing Documents for additional information regarding such Organizational Expenses and Operating Expenses. Similarly, a Fund may also seek to negotiate terms, including fees and expenses payable to MCMA, through the negotiation of the applicable Governing Documents or through side letters and/or fee agreements. Transaction Fees and Other Fees Subject to the Governing Documents of each Fund, each Fund investor’s share of the Management Fee will typically be reduced by its share (based on the investor’s committed capital in the Fund) of the Fund’s pro rata share (determined at the discretion of the Fund’s General Partner by taking into account the source of funds with respect to any investment) of any commitment fees, break-up fees, termination fees, closing fees and other similar fees related to the origination and servicing of investments of the Fund, in each case received by the Fund’s General Partner, MCMA or any of their respective affiliates (other than the Fund) or any of their respective direct or indirect members, partners, officers, directors or employees, in each case in connection with or otherwise attributable to the consummation, holding or disposition of a potential investment or an investment of the Fund or the termination of an identified and committed but unconsummated investment prior to such time (in each case, net of any related direct or allocable expenses with respect to such investment, and in each case only to the extent such fees are related to actual or identified and committed but unconsummated investments of the Fund) (collectively, “Fee Income”); provided, that the Management Fee will not be reduced or offset by all or any portion of (a) any fees paid to Monroe Credit Advisors LLC (together with its successors, “Monroe Credit Advisors”) for investment banking, debt placement or advisory services with respect to potential and existing investments of the Fund, (b) administrative agent fees, (c) syndication fees not directly attributable to investments made by the Fund, (d) any fees paid to a Future Affiliated Broker (as defined herein), including underwriting placement fees, syndication fees, transaction fees, commissions, underwriting discounts, interest payments and other compensation or (e) any pro rata portion of such “fee income” attributable to any investment made by a Parallel Fund. The Governing Documents of certain Funds allow for a portion of commitment fees, closing fees, origination fees and other similar fees related to the origination of investments to be retained by MCMA instead of reducing Management Fees as outlined above. Additionally, some Funds do not have management fee offset provisions, but rather, Fee Income is passed directly to the Fund by MCMA. For the avoidance of doubt and subject to a Fund’s Governing Documents, Fee Income does not include break up or similar fees in connection with MCMA’s (or an affiliate’s) entering into non-binding term sheets (“Work Fees”); provided that Fee Income will offset the Management Fee once a binding agreement has been executed and the potential portfolio investment has been allocated to one or more Funds. If the Fund and another Fund(s) managed by MCMA or its affiliates, have participated (or, in the case of an unconsummated investment with a binding term sheet, would have participated) in an investment generating Fee Income, such Fee Income will be allocated pro rata among the Fund and any such other Fund, including, for the avoidance of doubt, any co-investors), participating (or, in the case of an unconsummated investment with a binding term sheet, that would have participated) in the transaction giving rise to such Fee Income based on their relative participation (or, in the case of an unconsummated investment with a binding term sheet, their relative proposed participation) in the transaction in question or in such other proportion as determined by MCMA in its discretion to be fair and equitable under the circumstances. For avoidance of doubt, the Management Fee will not be reduced or offset by other Funds’ or co-investment vehicles’ pro rata share of such Fee Income. Once the Fund has been allocated its pro rata portion of such Fee Income (as described above), such Fee

Income will be further allocated pro rata among all of the Fund investors based on their commitments (or such other method as the Fund’s General Partner or MCMA in its discretion deems is fair and equitable under the circumstances). To the extent that the Fee Income is allocated via a management fee offset provisions, the amount so allocated to the Management Fee-bearing Fund investors will be applied to reduce the amount of Management Fees payable with respect to such Fund investors. Credits will be applied against the Management Fee otherwise payable in the quarterly period that follows receipt of such Fee Income by the Fund’s General Partner, MCMA or their respective affiliates (other than the Fund), or by their respective direct or indirect members, partners, officers, directors or employees, and, if necessary, will be carried forward to future quarterly periods; provided, that notwithstanding the foregoing, if immediately prior to the termination of the applicable Management Agreement, there remains any amount of credits that have not been applied to offset Management Fees, then MCMA will pay directly to each Management Feebearing capital account of the Fund such investor’s allocable portion of such amounts. In each instance, the amount of any Fee Income subject to offset shall be net of any direct or allocable expenses relating thereto (including expenses incurred in the process of earning such Fee Income). Each Fund investor that does not pay any Management Fee shall receive a pro rata allocation of such credits as if such investor were a Management Fee-bearing investor. Allocation of Expenses MCMA and its affiliates have incurred and may from time to time further incur expenses on behalf of one or more Funds and Other Monroe Clients. To the extent such fees, costs and expenses benefit more than one Fund or Other Monroe Client, each Fund or Other Monroe Client will typically bear an allocable portion of any such fees, costs, and expenses generally in proportion to the size of its investment in the activity or entity to which the expense relates (subject to the terms of applicable Governing Documents) or in such other manner as MCMA considers fair and equitable under the circumstances based on MCMA’s expense allocation methodology. Although MCMA and its respective affiliates endeavor to allocate such fees, costs, and expenses on a fair and equitable basis over time, there can be no assurance that such expenses will in all cases be allocated appropriately. For example, consistent with the prior practice of MCMA based on MCMA’s expense allocation methodology, Other Monroe Clients that share the same legal and tax structure as certain Fund Entities that intend to operate within and benefit from tax treaties (the “Tax Treaty Funds”) may be allocated professional services fees associated with their structuring incurred on behalf of the Tax Treaty Funds pro rata in accordance with the final aggregate commitments of such Tax Treaty Funds. Accordingly, MCMA’s expense allocation policy provides that these Fund’s may, subject to their organizational expense cap, reimburse MCMA and its affiliates for the Fund’s (or Fund Entity’s) pro rata share of such Organizational Expenses and their substantial equivalents associated with that Fund and such Other Monroe Clients. As of the date hereof, the General Partner anticipates that such substantially equivalent expenses incurred on behalf of the Tax Treaty Funds will be allocated to those Tax Treaty Funds. For Funds with Governing Documents that allow for a portion of Fee Income to be retained by MCMA, MCMA makes any adjustments to the allocation practices described above that are necessary to comply with any allocation and disclosure obligations required for compliance with MCMA’s obligation under the Advisers Act or applicable statutes or rules. Sales-Based Compensation Neither MCMA nor any of its supervised people accept compensation for the sale of securities or other investment products. This practice presents a conflict of interest and gives MCMA or its supervised persons an incentive to recommend investment products based on the compensation received, rather than on a particular Fund’s needs. Please refer to the applicable Fund’s Governing Documents for a full list of fees and expenses.

Performance-Based Compensation may also incentivize MCMA to overvalue assets to increase the amount of its Performance-Based Compensation. The performance on which Performance-Based Compensation are calculated may, in certain circumstances, include unrealized appreciation and depreciation of investments that may not ultimately be realized and as a result may create an incentive for MCMA to time investments, and the realization of investments, so as to maximize Performance- Based Fees rather than the returns of the Fund. Similarly, the Management Fee rates charged to Funds by MCMA vary. Different Management Fee rates may incentivize MCMA to dedicate increased resources and allocate more profitable investment opportunities or best investment ideas to Funds who are charged Management Fees (or Performance-Based Compensation arrangements) that are more profitable for MCMA. Further, MCMA may be incentivized to allocate investment opportunities to Funds who either pay Performance-Based Compensation or a higher Performance-Based Compensation rates to their respective General Partners or to Funds whose current performance does not require them to reimburse investors for losses attributable to prior unprofitable investments before distributing carried interest to their General Partners. Performance fees and/or carried interest are only charged to “qualified clients” in accordance with Rule 2053 under the Advisers Act. In the future, not all compensation arrangements will necessarily include a performance component, and the rate and nature of the calculation of performance compensation may vary. SPECIFIC CONFLICTS OF INTEREST AND MCMA’S PRACTICES DESIGNED TO MITIGATE SUCH CONFLICTS OF INTEREST Like all investment advisers who advise multiple accounts or funds having different fee structures, MCMA and its personnel face actual and potential conflicts of interest, including an incentive to favor those Funds in which MCMA or its personnel have greater pecuniary interests over other Funds managed by MCMA. Such conflicts of interest and MCMA’s practices that are designed to mitigate such conflicts of interest are discussed below. As a general matter, MCMA addresses such conflicts by following a thorough, detailed, and consistent investment decision-making process and by regular reviews of investments by MCMA’s investment staff. See “Potential Conflicts of Interest” under Item 11 below for additional information on potential and actual conflicts of interest.

Each Fund’s respective General Partner may waive the applicable minimum at their discretion subject to applicable law. In addition, MCMA reports its minimum investment limits required of an investor for each Fund in Schedule D, Section 7.B.(1) – Private Fund Reporting of Part 1 Form ADV, which is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for MCMA is 157073. Generally, investors participating in the Funds are required to meet certain suitability and net worth qualifications, such as being (1) either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and are also a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”); or (ii) a non-U.S. person in accordance with the requirements of Regulation S under the Securities Act and applicable eligibility requirements of the respective Fund; and (2) meeting other eligibility requirements in accordance with any other applicable law. As such, the Funds MCMA manages are exempt from registration as an investment company through the exemption provided by Section 3(c)(7) of the 1940 Act.

In the case of SIFs managed by MCMA, the investment strategies and methods of analysis employed on behalf of each SIF will be set forth in the Investment Management Agreement between the SIF and MCMA or in other related documents. There can be no assurance that the investment objectives of any Client will be achieved. Methods of Analysis Idea Generation: MCMA’s deal origination professionals identify new investment opportunities generally through MCMA’s proprietary national, regional and local network of industry relationships formed throughout the past two decades. MCMA’s origination platform consists of dedicated senior professionals who average over 20 years of experience. MCMA’s origination platform is comprised of not only regional coverage in North America, but also specialists in several large industries such as healthcare, technology, media, and retail and consumer products and a vertical that is focused on specialty finance transactions. MCMA’s origination team makes it a point to attend local trade meetings, regional conferences and middle market focused organization events throughout the United States. Strategic Relationships: MCMA has cultivated substantial relationships with strategic bank partners, including many regional banks. Certain strategic bank partners are existing investors in one or more Clients and/or provide financing to one or more Clients through leverage facilities and subscription lines of credit. Accordingly, MCMA believes these relationships create a significant competitive advantage for Clients the banks are not only a powerful source of deal flow, but more importantly are key partners that team with MCMA and the Funds to effectively execute unitranche and A/B financing structures. The banks usually provide critical working capital asset-based revolving credit facilities, while MCMA provides the term loan component. This combination allows the borrower to achieve a lower overall cost of capital, while allowing the Funds to achieve higher incremental deal pricing. The regional banks benefit from deposits, operating accounts, treasury management and other services without significantly impacting their balance sheet. Active Investor and Operating Approach to Value Creation: Prior to making an investment on behalf of Clients, MCMA conducts a comprehensive financial and operational underwriting process to determine the factors likely to impact ongoing performance by assets and portfolio companies or a proposed restructuring or recapitalization process. This analysis includes the following: •

Due Diligence – MCMA utilizes well-defined credit and underwriting criteria and proprietary investment management tools. Standard due diligence items typically include in-person meetings with senior management and company owners, onsite visits, detailed calls with key customers and suppliers and examination of compatibility with MCMA’s Environmental, Social and Governance (“ESG”) Policy. MCMA may also utilize third-party firms to conduct quality of earnings analyses, special purpose accounting reviews, asset and enterprise value appraisals, background checks on senior company management, field audits, technology reviews and business plan reviews. As part of this detailed process, MCMA utilizes recognized and experienced vendors (such as external legal counsel and accounting firms) to promote consistency and efficiency.

•

Strategic Planning – MCMA is actively involved in identification, development and execution of various strategies for portfolio companies.

•

Executive Development – MCMA draws on its network of relationships to assist in the recruiting

and developing the management of portfolio companies, as needed. •

Capital Formation – MCMA draws on its relationships in the banking, finance, private equity, investment banking and capital markets to assist portfolio companies in capital sourcing, as needed.

•

Defining and Establishing Clear Exit Criteria – MCMA establishes a pre-defined exit strategy based on varying estimates of the borrower’s future cash flows or liquidation of assets prior to making an investment and seeks to exit an investment once the exit criteria have been met.

Participation in Clients is only suitable for investors who have knowledge and expertise in financial and business matters and are capable of evaluating the merits and risks of an investment in a Client. The acquisition of interests or shares in a Client and the investments made by the Clients are highly speculative and may involve the risk of total loss of an investor’s capital. Investment Strategy Each Client’s investment strategy is outlined in its applicable Governing Documents. MCMA’s objective is to achieve attractive risk-adjusted returns across all economic cycles. MCMA’s investment approach is value oriented, focusing on industries in which it has considerable knowledge and emphasizing downside protection and the preservation of capital. Clients principally seek to make debt investments that offer a compelling risk/reward, are undervalued by the markets and/or are priced at attractive yields. MCMA seeks to achieve this objective by primarily pursuing opportunities to make loans to, and invest in, middle market companies located in North America that require financing to fund a corporate event such as a buyout, recapitalization, ownership transfer, sourcing of expansion and growth capital or refinancing. MCMA’s seeks to provide investors with access to a well-selected, transparent and diversified portfolio of otherwise hard to access private credit investments in such middle market companies. MCMA pursues such middle market companies by making directly originated and/or broadly syndicated loans to middle market companies through investments in senior and junior secured and unsecured loans, unitranche loans and other asset-based loans, leasing loans, receivables loans, consumer loans, mezzanine loans, stressed and distressed debt, investment and non-investment grade credit, structured debt and equity, warehouse loan facilities, securitized debt and subordinated notes of collateralized loan obligations and other types of securitized debt tranches. MCMA develops its investment strategies based upon the following distinguishing characteristics: (i)

Integrated Business Model with Strong Credit Expertise. MCMA and its affiliates rely on MCMA’s partners’ active participation in, and experience with, credit markets to gain understanding of transaction sourcing, investing, operating and exit opportunities. As an integrated business, MCMA’s structured credit fixed income, structured debt and securitized product businesses are operated on an integrated investment platform with no information barriers.

(ii)

Flexible Approach to Investing Across Market Cycles. MCMA has consistently invested capital throughout economic cycles by focusing on opportunities that it believes are often overlooked by other investors. Its expertise in credit markets, focus on core industry sectors, and investment experience allows MCMA to respond quickly to changing environments. MCMA pays close attention to the cycles core industry sectors are experiencing and is opportunistic in entering and exiting investments when the risk/reward profile is in MCMA’s favor.

In addition, subject to a Fund’s Governing Documents, a Client’s investment portfolio has contained and may, in the future, contain securities issued by publicly held companies. Client strategies involve a high degree of uncertainty. The possibility of partial or total loss of capital will exist in connection with such strategies, and investors should not invest unless they can readily bear the consequences of such loss. Risk of Loss An investment in a Fund involves a high degree of risk, relating to both the types of investments

contemplated by a Fund as well as the Fund’s ability to achieve its investment objectives, and therefore should only be undertaken by qualified investors whose financial resources are sufficient to enable them to assume the risks and to bear the loss of all of their investment. There can be no assurance that a Fund will be able to implement its investment strategy, generate returns or return any capital. The following risk factors are those generally applicable to MCMA’s Clients but are not meant to be an exhaustive list of all of the potential risks associated with an investment in a Fund. Additional risk factors, including risk factors that are specific to a particular Client’s investment strategy, may be described in each Client’s applicable Governing Documents and/or offering documents. The order in which these risks are presented is not intended to represent the relative magnitude of any particular risk. Business Risks. Investments involve a high degree of business and financial risk, which could result in substantial losses to a Client. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions, and changes in laws, regulations, fiscal policies, or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks on security operations. The possibility of partial or total loss of capital will exist. Middle Market Companies. Subject to a Client’s applicable Governing Documents, a Fund may invest in private loans to middle market companies. While MCMA believes that such investments can provide an attractive risk adjusted return, investments in such companies involve higher risks in some respects than do investments in larger companies. Loans to middle market companies may carry more inherent risks than loans to larger, publicly-traded entities. For example, there is generally no publicly available information about privately-owned middle market companies and some obligors may not meet net income, cash flow and other coverage tests that may be imposed by certain lenders. Further, middle market companies that are obligors of below investmentgrade loans may be highly leveraged. These companies generally have more limited access to capital and higher funding costs, may be in a weaker financial position, may need more capital to expand or compete, and may be unable to obtain financing from public capital markets or from traditional sources, such as commercial banks. These companies frequently have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Accordingly, loans made to middle market companies may involve higher risks than loans made to larger companies that have greater financial resources or are otherwise able to access traditional credit sources. These risks may be particularly acute with respect to technology, software and other service companies that may be asset light. Early-Stage Companies. Subject to a Client’s applicable Governing Documents, a Fund may occasionally make loan investments in early-stage opportunities. Such investments are subject to risks, including those related to uncertain growth and/or cash flows of the target companies. If an early-stage portfolio company is unable to generate adequate cash flows, a Fund may suffer a partial or total loss of capital invested in such portfolio company, which could adversely affect the returns of such Fund. Nature of Investments; Inherent Illiquidity and Volatility. Although Clients’ investments are expected to be primarily secured, some investments may be unsecured and subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured and bear floating interest rates. In the event that any portfolio company cannot generate adequate cash flow to meet debt service, Clients may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of Clients. Furthermore, the companies and securities in which Clients will invest generally will not be rated by a credit rating agency, and if they were rated, they could be lower rated. Non-rated debt instruments and securities are subject to greater risk of loss of principal and interest than higher-rated debt instruments and securities with higher ratings in the case of deterioration of general economic conditions. The market for lower-rated and comparable non- rated debt instruments and securities is thinner, often less liquid, and less active than that for higher-rated and comparable non- rated debt instruments and securities,

which can adversely affect the prices at which such debt instruments and securities can be sold and may even make it impracticable to sell such debt instruments and securities. Clients expect to make or purchase loans, a substantial portion of which will be illiquid and have no, or only a limited, trading market. A Client’s investment in illiquid loans may restrict its ability to dispose of investments in a timely fashion and for a fair price and may result in the inability to pursue other favorable investment opportunities. Because of the unique and customized nature of most loan agreements, loans cannot be sold as easily as publicly traded securities. Loans made or purchased by Clients may encounter trading delays due to their unique and customized nature, and transfers may be prohibited without the consent of an agent bank or the borrower. In addition, Clients may invest in privately placed loans that may or may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale, and even if such privately placed loans are transferable, the prices realized from their sale could be less than those originally paid by a Client or less than what may be considered the fair value of such obligations. The return of principal of the loans held by Clients will depend in large part on the creditworthiness and financial strength of the issuers of such loans. MCMA intends to monitor on an ongoing basis the creditworthiness of issuers of loans in which Clients will invest; however, there can be no guarantee that such monitoring will prevent an event of default by a borrower. If there is a default by a borrower under any of the loans held by a Client, the Client will, under most normal circumstances, have contractual remedies pursuant to the loan agreements, including possibly the sale of collateral. However, exercising such contractual rights may involve delays or costs and any available collateral may prove to be unsaleable or saleable only at a price less than the loan amount, which could result in a loss to the Client. Furthermore, a default by the borrower under any of loans held by a Client may result in the Client being unable to timely liquidate such loans prior to the dissolution of the Client. Such loans may end up being restructured on terms that might result in the Client being unable to timely liquidate such loans prior to the dissolution of the Client. As a result, upon the dissolution of the Client, the Client’s investors may receive in-kind distributions in respect of such loans. A loan or debt obligation may become non-performing for a variety of reasons. Such non-performing loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of the principal amount of the loan and/or the deferral of payments. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery. A Client may also incur additional expenses to the extent that it is required to seek recovery upon a default on a loan or participate in the restructuring of such obligation. The liquidity for defaulted loans may be limited, and to the extent that defaulted loans are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. In connection with any such defaults, workouts or restructuring, although a Client may exercise voting rights with respect to an individual loan, the Client may not be able to exercise votes in respect of a sufficient percentage of voting rights with respect to such loan to determine the outcome of such vote. Debt instruments may be detrimentally affected to the extent that there is insufficient collateral. There can be no assurance that the value assigned by MCMA to collateral underlying a debt instrument held by a Client will be realized upon liquidation, nor can there be any assurance that collateral will retain its value. In addition, certain debt instruments may be supported, in whole or in part, by personal guarantees made by individuals affiliated with the borrower or their relatives, or guarantees made by a corporation or other entity affiliated with the borrower. The amount realizable with respect to a debt instrument may be detrimentally affected if a guarantor fails to meet its obligations under the guarantee. Moreover, the value of collateral supporting such debt instruments may fluctuate. Finally, there may be a monetary, as well as a time, cost involved in collecting on defaulted debt instruments and, if applicable, taking possession of and subsequently liquidating various types of collateral.

The market value of loans held by a Client may be volatile and generally will fluctuate due to a variety of factors that are inherently difficult to predict, including, among other things, the financial condition of the obligors on, or issuers of, the loans, general economic conditions, the condition of certain financial markets, domestic and international economic or political events, developments or trends in any particular industry, prevailing credit spreads and changes in prevailing interest rates. Active lending/origination by a Client may subject it to additional regulation, as well as possible adverse consequences to the Client and/or its investors. Debt obligations are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligations (credit risk). There can be no guarantee that MCMA, on behalf of Clients, will be successful in making the right selections and thus fully mitigate the impact of credit risk on the Clients. A debt security or obligation may be subject to redemption at the option of the issuer. If a debt security or obligation held by the Clients is called for early redemption, the Clients will be required to permit the issuer to redeem such security or obligation, which could have an adverse effect on the Client’s ability to achieve its investment objective. While each Client expects to receive interest payments on its loans to portfolio companies, and expects a return of the principal amount invested, a portion of the return to Client investors will depend on gains generated from participation in equity securities issued by portfolio companies, and there can be no guarantees as to whether any such gains will be generated, and if generated, when they will be realized. Software and Technology Industry Focus. MCMA’s Clients may invest in the software and technology industry. The software and technology industries are challenged by various factors, including rapidly changing market conditions and/or participants, new competing products, services and/or improvements in existing products, and evolving global trade regulations and restrictions, privacy and other regulations and restrictions. Software and technology-enabled companies may be particularly vulnerable to data and data privacy concerns and regulations, system failures, cybersecurity risks, and similar concerns. A Client’s portfolio companies will compete in this volatile environment. There is no assurance that products or services sold by the portfolio companies will not be rendered obsolete or adversely affected by competing products and services (which risk is heightened when investing in technology or tech-enabled companies) or that the portfolio companies will not be adversely affected by other challenges including from the global macro environment. Software and technology-enabled companies may be particularly vulnerable to market disruption from technological and market innovation and rapid technological innovation. Assessing the risks and opportunities associated with the software or technology industries or companies in these industries requires a high level of expertise. In the event that such portfolio companies are impacted as a whole or are impacted in similar ways, for example due to generally applicable regulations or restrictions, or market events, a Client’s portfolio companies, and their ability to repay borrowings from the Client, may be adversely impacted. Competition in the Software and Technology Sector. MCMA’s Clients may invest in portfolio companies in the software and technology sector, whose businesses encounter increasing competition. Competitors of the Client’s portfolio companies will range in size from diversified companies with significant research and development resources to small, specialized firms whose narrower product lines may let them be more effective in deploying technical, marketing and/or financial resources. Barriers to entry in such sector are low, and software and technology products can be distributed broadly and quickly at relatively low cost. Many of the areas in which the Client and its portfolio companies are expected to participate evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. The emerging nature and rapid evolution of technology products and services generally require portfolio companies in the software and technology sector to continually improve the performance, features and reliability of their products and/or services, particularly in response to competitive offerings. There can be no assurance that such portfolio companies will be successful in achieving widespread acceptance of their products and/or services before competitors offer products and services with similar or

improved performance, features and reliability. In addition, the widespread adoption of new technologies or standards could require substantial expenditures by such portfolio companies to modify or adapt their products or services. Such expenditures may negatively affect the profitability of such portfolio companies and, in turn, the Client’s operating results and performance. Systems Failures; Cyber Events. Clients may invest in portfolio companies in the software and technology sector, whose businesses are dependent on a portfolio company’s and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service provider, could cause delays or other problems in such portfolio company’s activities. In addition, events that are wholly or partially beyond the control of such portfolio companies, including sudden electrical or telecommunications outages, natural disasters (such as earthquakes, tornadoes and hurricanes), disease pandemics, events arising from local or larger scale political or social matters, including terrorist acts, and cyber-attacks, may cause a portfolio company’s financial, accounting, data processing, portfolio monitoring, backup or other operating systems and facilities to fail to operate properly or to become disabled or damaged. These events, in turn, could have a material adverse effect on such portfolio companies’ operating results and negatively affect a Client’s investment returns. Extensive Government Regulation of Software and Technology Industries. Clients may invest in portfolio companies in the software and technology sector, which may be subject to extensive regulation by foreign and U.S. federal, state and/or local agencies. Changes in existing laws, rules or regulations, or judicial or administrative interpretations thereof, or new laws, rules or regulations could have an adverse impact on the business and industries of the Client’s portfolio companies. In addition, changes in government priorities or limitations on government resources could also adversely impact a Client’s portfolio companies. It is not possible to predict whether any such changes in laws, rules or regulations will occur and, if they do occur, the impact of these changes on the Client’s portfolio companies and the Client’s investment returns. Furthermore, if any of the Client’s portfolio companies were to fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. Furthermore, the Client’s portfolio companies may be subject to the expense, delay and uncertainty of the regulatory approval process for their products and, even if approved, these products may not be accepted in the marketplace. Limited Operating Histories of Portfolio Companies. Clients may invest in portfolio companies in the software or technology industries or sectors that may have limited operating histories. These portfolio companies may be particularly vulnerable to U.S. and foreign economic downturns, may have more limited access to capital and higher funding costs, may have weaker financial positions and may need more capital to expand or compete. These portfolio companies may also experience substantial variations in operating results. They may face intense competition, including from larger, more established companies with greater financial, technical and marketing resources. Furthermore, some of these companies do business in regulated industries and could be affected by changes in government regulation applicable to their given industry. Accordingly, these factors could impair the portfolio companies’ cash flow or result in other events, such as bankruptcy, which could limit their ability to repay their obligations to the Client, and may adversely affect the return on, or the recovery of, the Client’s investment in these portfolio companies. Commercialization and Development of New Technology or Software Products. A Client may invest in portfolio companies in the software or technology sector, which companies may not be able to commercialize their technology, products or business concepts, which in turn presents significant risks to the value of the Client’s investment in such portfolio companies. In addition, while some of the Client’s portfolio companies may already have a commercially successful product or product line at the time the Client invests, technology-related products and services often have a more limited market or life span than products in other industries. Therefore, the ultimate success of these portfolio companies frequently depends on their ability to continually innovate or raise additional capital in increasingly competitive markets, and their inability to do so could affect the Client’s investment return. In addition, the intellectual

property held by such portfolio companies may represent a substantial portion of the collateral, if any, securing the Client’s investments in such portfolio companies. There is no assurance that any of such portfolio companies will successfully acquire or develop any new technologies, or that the intellectual property the companies currently hold will remain viable. Even if these portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing. Neither the portfolio companies nor the Client has any control over the pace of technology development. Commercial success is difficult to predict, and the marketing efforts of the Client’s portfolio companies may not be successful. Concentration of Investments Risk. From time to time, as permitted by the Client’s applicable Governing Documents, a substantial portion of the Client’s investments may be invested in a single issuer, or single investment, such that as a result, any single loss may have a significant adverse impact on the capital of the Client. Similarly, from time to time, as permitted by the Client’s applicable Governing Documents, the Client may hold investments in the same industry, asset type, geography or other similar classification. Accordingly, the assets of the Client may be subject to greater risk of loss than if they were more widely diversified, since the failure of one or a limited number of investments or type of investments could have a material adverse effect on the Client. Although Clients’ portfolio are expected to be constructed in a manner that will avoid significant concentration in any particular issuer, company type, asset type, industry, industry segment, asset class or geography, as determined by MCMA, Clients may concentrate investments in a particular issuer, company type, asset type, industry, industry segment, asset class or geographic region, such that their investment will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. As a result, the aggregate return of a Client may be adversely affected by the unfavorable performance of one or a small number of investments. Furthermore, to the extent that the capital raised is less than the targeted amount, a Client may exceed certain targeted concentration targets or invest in fewer issuers and therefore be less diversified. Senior Loans Risk. Clients are expected to invest, directly or through affiliated entities, in senior secured loans. Senior secured loans are usually rated below investment grade or may also be unrated. As a result, the risks associated with senior secured loans may be considered by credit rating agencies to be similar to the risks of below investment grade fixed income instruments, although senior secured loans are senior and secured in contrast to other below investment grade fixed income instruments, which are often subordinated or unsecured. Investment in senior secured loans rated below investment grade is considered speculative because of the credit risk of their issuers. Such companies are more likely than investment grade issuers to default on their payments of interest and principal owed to the Client, and such defaults could have a material adverse effect on the Client’s performance. An economic downturn would generally lead to a higher non-payment rate, and a senior secured loan may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a senior secured loan may decline in value or become illiquid, which would adversely affect the senior secured loan’s value. Senior secured loans are subject to a number of risks described elsewhere in this Memorandum, including liquidity risk and the risk of investing in below investment grade fixed income instruments. There may be less readily available and reliable information about most senior secured loans than is the case for many other types of securities, including securities issued in transactions registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or registered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, MCMA will rely primarily on its own evaluation of a borrower’s credit quality rather than on any available independent sources. Therefore, Clients will be particularly dependent on the analytical abilities of MCMA. In general, the secondary trading market for senior secured loans is not well developed. No active trading market may exist for certain senior secured loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that Clients may not be able to sell senior secured loans quickly or at a fair price. To the extent that a secondary market does exist for certain senior secured loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement

periods. Junior Debt Securities. MCMA’s Clients may invest in junior debt securities. Although certain junior debt securities are typically senior to common stock or other equity securities, the equity and debt securities in which Client’s will invest may be subordinated to substantial amounts of senior debt, all or a significant portion of which may be secured. Such subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same issuer. These subordinated securities may not be protected by all of the financial covenants, such as limitations upon additional indebtedness, typically protecting such senior debt. Holders of junior debt generally are not entitled to receive full payments in bankruptcy or liquidation until senior creditors are paid in full. Holders of equity are not entitled to payments until all creditors are paid in full. In addition, the remedies available to holders of junior debt are normally limited by restrictions benefiting senior creditors. In the event any portfolio company cannot generate adequate cash flow to meet senior debt service, the Client may suffer a partial or total loss of capital invested. Investment in Unitranche Debt. Clients may also invest in unitranche debt, which is an instrument that combines senior secured debt and subordinated debt into a single debt instrument. Unitranche loans are subject to similar risks associated with loans in general. In addition, because unitranche loans are a newer form of debt instrument and they have not been fully evaluated through a credit cycle, they may subject the Client to risks that cannot be fully identified at this time. Further, the complex terms of unitranche debt have not yet been widely tested in bankruptcy and workout situations. As a result, default and loss expectations are more difficult to estimate with respect to unitranche debt as compared to other forms of debt instruments such as senior loans and subordinated debt instruments. In particular, in a bankruptcy proceeding involving a unitranche loan, there is a risk that the entire unitranche loan will be viewed as a single secured claim. If the collateral is insufficient to secure the entire unitranche loan, it may be deemed as an unsecured claim in its entirety. The untested nature of unitranche loan arrangements also exposes the Client to a heightened risk of litigation among the lender group in the event of bankruptcy. Loan Origination. MCMA and/or its affiliates may originate loans on behalf Clients. In making loans, Clients will compete with a broad spectrum of lenders, some of which may have greater financial resources than Clients, and some of which may be willing to lend money on better terms (from a borrower’s standpoint) than Clients. Increased competition for, or a diminution in the available supply of, qualifying loans may result in lower yields on such loans, which could reduce returns to Clients. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies, particularly companies experiencing significant business and financial difficulties, is unusually high. There is no assurance that MCMA will correctly evaluate the value of the assets collateralizing these loans or the prospects for successful repayment or a successful reorganization or similar action. In addition, loan origination involves a number of particular risks that may not exist in the case of secondary debt purchases, including: •

When originating loans, MCMA will generally have to rely more on its own resources to conduct due diligence of the borrower, which will likely be more limited than the diligence conducted for a broadly syndicated transaction involving an underwriter;

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Loan origination may involve additional regulatory risks given the requirement to hold a license for certain types of lending in some jurisdictions. However, the scope of these regulatory requirements (and certain permitted exemptions) varies from jurisdiction to jurisdiction and may change from time to time; and

•

The borrowers may in some circumstances be of higher credit risk and could not obtain debt financing in the syndicated markets.

In addition to the above, originating loans to private and lower middle-market companies involves risks that may not exist in the case of large, more established and/or publicly traded companies, including:

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These companies may have limited financial resources and limited access to additional financing, which may increase the risk of their defaulting on their obligations, leaving creditors, such as the Client, dependent on any guarantees or collateral that they may have obtained;

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These companies frequently have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which render such companies more vulnerable to competition and market conditions, as well as general economic downturns;

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There will not be as much information publicly available about these companies as would be available for public companies, and such information may not be of the same quality;

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These companies are more likely to depend on the management talents and efforts of a small group of persons; as a result, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on these companies’ ability to meet their obligations;

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These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance their expansion or maintain their competitive position; and

These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. Real Estate Investments. Subject to the applicable Governing Documents, Clients may invest in a variety of real estate and related transactions, either as a direct investment or through investment in other entities, including affiliates of the Client. The value of real estate is subject to market conditions, and adverse changes in the local real estate market may lower the value that may be derived from a liquidation. Other risks incident to the ownership and operation of commercial and residential real estate include (i) dependence on cash flow; (ii) changes in supply of, or demand for, competing properties in an area (as a result of overbuilding); (iii) changes in the financial conditions of tenants, buyers and sellers of properties; (iv) changes in the availability of debt financing; (v) energy and supply shortages; (vi) laws assigning liability to the owners of real estate properties for environmental hazards existing on such properties; (vii) changes in tax, real estate, environmental and zoning laws and regulations; (viii) various uninsured or uninsurable risks; (ix) natural disasters; and (x) challenges inherent in developing and managing real properties. Adverse changes in real estate markets increase the probability of default on mortgage loans, as the incentive of the borrower to retain equity in the property declines. Loans may become non-performing for a wide variety of reasons, including, without limitation, because the mortgaged property is too highly leveraged and therefore unable to generate sufficient income to cover its debt service, because of poor management or physical condition, or because local economic conditions adversely affect the potential of the property to generate income. Non-performing mortgage loans often require workout negotiations and/or restructuring, which may entail, among other things, a write-down of the principal of the loan and/or reduction of the interest rate. In addition, in the event that foreclosure of a mortgage loan is required, the foreclosure process is often lengthy and expensive, sometimes taking several years. Furthermore, the foreclosure process can itself disrupt the use of the property, thereby reducing the economic returns. A number of factors may affect the value of office properties, including, among other things, diversification of the tenant base (i.e., reliance on one or only a few tenants versus a greater number of tenants or tenants in similar types of businesses versus a greater diversity of businesses); the location, appearance, amenities and other physical attributes of the properties; and competition from other office properties. Office properties generally require their owners to expend significant amounts for general capital improvements, tenant improvements and costs of re-letting space. In addition, office properties that are not equipped to accommodate the needs of modern businesses may become functionally obsolete and thus non- competitive

or may require substantial capital investment to upgrade facilities in order to be competitive. Office properties may also be adversely affected if there is an economic decline in the businesses operated by their tenants. The risks of such an adverse effect are increased if the property revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry. Consumer Loans. Clients may invest in consumer loans. Such loans may be at the time of acquisition, or may become after acquisition, non-performing for various reasons. With respect to collateralized loans, the underlying property may be too highly leveraged, poorly managed or substantially in need of rehabilitation. Such non-performing and sub-performing loans may require a substantial amount of workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial write-down of the principal of the loan. Moreover, MCMA may find it necessary or desirable to foreclose on some if not many of the loans acquired. This foreclosure process may be lengthy and expensive. The value of the loan will be adversely impacted by a decline in the value of the underlying collateral, which is likely to be beyond the control of the Client. Finally, there is unlikely to be a liquid secondary market for these types of investments. Consequently, Clients may not be able to dispose of these investments at prices that reflect their value or the amount paid to acquire them. In addition, certain investments of Clients may consist of loans offered through lending platforms that are serviced by third-party servicers. These loans are risky and speculative investments and will represent unsecured obligations of a variety of borrowers, the identities of whom are not made available to any investor, including Clients. In deciding whether to purchase a loan, investors, such as Clients, will not have access to financial statements or other detailed financial information of the borrowers and therefore will not be able to verify the identity of any borrower or independently evaluate their creditworthiness. As a result, MCMA, on behalf of its Clients, must rely on the efforts of such third-party servicer for such information. All such loans purchased by Clients will be subject to risk of borrower default. The lending platform will generally assign a borrower an investment rating based on the borrower’s and any guarantor’s credit score. Credit scores are heavily dependent on the historical default or delinquency rate of the person or entity rated. However, there can be no assurance that historical default or delinquency rates of a particular borrower will be indicative of future loss rates or the likelihood of the delinquency or default by the same borrower. The credit score may also be based on outdated, incomplete or inaccurate consumer reporting data. In addition, lending platforms use proprietary methodologies to assign a rating to a potential borrower; however, there is no assurance such rating will actually reflect the creditworthiness of a borrower. Consumer Lending. Clients may originate, lend and/or service loans, and may therefore be subject to state and federal regulation, borrower disclosure requirements, limits on fees and interest rates on some loans, state lender licensing requirements and other regulatory requirements in the conduct of its business. Clients may also be subject to consumer disclosures and substantive requirements on consumer loan terms and other federal regulatory requirements applicable to consumer lending that are administered by the Consumer Financial Protection Bureau. These state and federal regulatory programs are designed to protect borrowers. State and federal regulators and other governmental entities have the authority to bring administrative enforcement actions or litigation to enforce compliance with applicable lending or consumer protection laws, with remedies that can include fines and monetary penalties, restitution of borrowers, injunctions to conform to law or limitation or revocation of licenses and other remedies and penalties. In addition, lenders and servicers may be subject to litigation brought by or on behalf of borrowers for violations of laws or unfair or deceptive practices. Failure to conform to applicable regulatory and legal requirements could be costly and have a detrimental impact on the Client. Bank Loans. Clients may invest, directly or through affiliated entities, in loans and participations. These obligations are subject to unique risks, including (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the

obligations; and (iv) limitations on the ability of the Client to directly enforce its rights with respect to participations. In analyzing each bank loan or participation, MCMA compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the Client. Bridge Investments. Subject to a Client’s applicable Governing Documents, a Client may be permitted to make bridge investments, subject to certain limitations set forth therein. A Client may be highly concentrated in an individual bridge investment, which will expose such Client to risks associated with a highly concentrated portfolio, particularly prior to a Client’s final closing date, such that a significant loss associated with a bridge investment could adversely impact such Client’s investments. Below-Par Securities. MCMA’s Clients have the ability to invest in securities that are valued at, or trading below, their par value-this includes securities, private claims and obligations of U.S. and non-U.S. entities that are experiencing significant financial or business difficulties. Below-par securities may result in significant returns to the Client, but also involve a substantial degree of risk. Client’s may lose a substantial portion or all of its investment in a distressed environment or may be required to accept cash or securities with a value less than the Client’s investment. Among the risks inherent in investments in entities experiencing significant financial or business difficulties is the fact that it may frequently be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by state and Federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the Bankruptcy Court’s discretionary power to disallow, subordinate or disenfranchise particular claims. The market prices of such instruments are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and ask prices of such instruments may be greater than normally expected. In trading distressed securities, litigation sometimes arises. Such litigation can be time-consuming and expensive and can frequently lead to unpredicted delays or losses. Asset-Backed Securities. Subject to a Client’s Governing Documents, a Client may invest in asset-backed securities (“ABS”). ABS are subject to the risk of prepayment on the loans underlying such securities (including voluntary prepayments by the obligors and liquidations due to default). Generally, prepayment rates increase when interest rates fall and decrease when interest rates rise. Prepayment rates are also affected by other factors, including economic, demographic, tax, social and legal factors. To the extent that prepayment rates are different than anticipated, the average yield of investments in ABS may be adversely affected. The interest rate sensitivity of any particular pool of loans depends upon the allocation of cash flow from the underlying receivables. The market value of ABS will generally vary inversely with changes in market interest rates, declining when interest rates rise and rising when interest rates decline. However, ABS, while having a comparable risk of decline during periods of rising rates, usually have less potential for capital appreciation than other investments of comparable maturities due to the likelihood of increased prepayments as interest rates decline. In addition, to the extent any ABS are purchased at a premium, losses due to default and liquidation and unscheduled principal prepayments generally will result in some loss of the holders’ principal to the extent of the premium paid. ABS are subject to whole loan risk and credit risk that the underlying receivables will not be paid by debtors or by credit insurers or guarantors of such instruments. The underlying assets of ABS may include receivables of any kind, including, without limitation, such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property and receivables from credit card agreements. The ability of an issuer of ABS to enforce its security interest in the underlying assets may be limited. As described above, the values of some other ABS are subject to interest-rate risk and prepayment risk. A change in interest rates can affect the pace of payments on the underlying loans, which in turn affects total return on the securities. ABS also carry credit or default risk. If many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction, including a Client. Moreover, the value of ABS may be substantially dependent on the

servicing of the underlying asset pools and thus be subject to risks associated with the negligence by, or defalcation of, their servicers, which generally is outside of the control of a Client. In addition, any fees related to outside loan origination and servicing contracts could negatively affect returns. In certain circumstances, the mishandling of related documentation may also affect the rights of security holders in and to the underlying collateral. The insolvency of entities that generate receivables or that utilize the assets may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. Furthermore, debtors may be entitled to the protection of a number of state and federal consumer credit laws with respect to ABS, which may give the debtor the right to avoid payment. ABS may be highly illiquid, and the market value of ABS may fluctuate widely. If a Client is forced to liquidate its investments in ABS to satisfy withdrawals, it may be difficult or impossible to do so on favorable terms and may result in losses. Credit Default Swaps. Subject to a Client’s applicable Governing Documents, a Client may purchase and sell credit derivative contracts, including credit default swaps. In particular, a Client may sell credit default swaps to third parties, specifically to swap counterparties (“Counterparties”), that are seeking to hedge their risk arising from interest rate swaps (“IRS”), and that in exchange pay such Client an income stream. If a Client sells credit default swap protection, it will seek to earn a high rate of income, in exchange for accepting risk of loss. The typical credit default swap contract requires the seller (typically a Client) to pay to the buyer (typically an IRS counterparty) a certain sum, in the event that a particular reference entity (typically a borrower whose loan has a floating interest rate) experiences specified credit events (typically as specified in the IRS). The amount due from a Client to the Counterparty generally would be the difference between the notional amount of the credit default swap contract and the value of assets issued by the reference entity that the buyer delivers to the seller. In return, the buyer agrees to make periodic payments equal to a fixed percentage of the notional amount of the contract. The contingent payment may be a cash settlement or by physical delivery of the reference obligation in return for payment of the face amount of the obligation. Under these instruments, a Client will usually have a contractual relationship only with the counterparty of such swap and not the issuer of the obligation subject to the swap. To the extent a Client acts as a seller of credit default swaps, a Client will incur leveraged exposure to the credit of the reference entity (typically a borrower) and is subject to many of the same risks it would incur if it were holding debt securities issued by the reference entity. If the Counterparty experiences an event of default under the terms of its IRS, it will have the right, under the terms of the credit default swap, to receive from a Client a cash payment of the principal amount due from the IRS counterparty or borrower. In exchange, a Client will receive from the Counterparty either (i) an assignment of the Counterparty’s rights against the borrower under the terms of the IRS (a so called “Swap Receivable”) or (ii) the rights as lender under the terms of a loan taken by borrower. It is anticipated that in either case, a Client will have rights to collateral of the borrower. However, if a Client receives a Swap Receivable, a Client may not have any legal recourse against the borrower under its loan agreement. Credit default swaps involve greater risks than if a Client had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to liquidity risk and credit risk. Any such credit default swaps of a Client are expected to be illiquid and not to trade. If a credit event were to occur, the value of the reference obligation received by a Client, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to a Client. Generally, credit default swaps carry a number of risks, including but not limited to, high levels of leverage, wide bid/offer spreads and documentation risks. In addition, there can be no assurance that the counterparty to a credit default swap will be able to fulfill its obligations to a Client if a credit event occurs. The market for credit default swaps is relatively illiquid, and there are considerable risks that may make it difficult

either to buy or sell the contracts as needed or to do so at reasonable prices. The size and relative immaturity of the credit default swap market may expose a Client to large and unexpected risks. During periods of economic stress the credit default swaps market may not function as expected and may experience disruption, illiquidity, counterparty default, extreme volatility or imperfect price discovery. Additionally, standard credit derivative swap contracts generally do not prohibit swap counterparties from transacting with the underlying reference entity or in any underlying reference obligations. As a result, there is a risk that a Client’s investment in a credit default swap may be materially and adversely affected by the actions taken by a Client’s counterparty to the swap, the reference entity, the controlling person of such reference entity or any other person who has an economic incentive that differs from those of such Client, whether or not such actions are intended to directly or indirectly affect the value of the credit default swap itself. Credit default swaps are a relatively recent development in the financial markets. Consequently, there are certain legal, tax and market uncertainties that present risks in entering into credit default swaps. There is currently little or no case law or litigation characterizing credit default swaps, interpreting their provisions or characterizing their tax treatment. Moreover, additional regulations and laws may apply to credit default swaps that have not heretofore been applied. There can be no assurance that future decisions construing similar provisions to those in any credit default swap or other related documents or additional regulations and laws will not have a material adverse effect on a Client. It should be noted that the structure and operation of credit default swaps may differ between jurisdictions. To the extent such differences exist, the risks associated with credit default swaps may also differ. Total Return Swaps. Subject to a Client’s applicable Governing Documents, a Client may utilize customized derivative instruments, such as a total return swap (“TRS”), to receive synthetically the economic attributes associated with an investment in a security or financial instrument or a basket of securities or financial instruments. TRS allow investors to gain exposure to an underlying instrument without actually owning the instrument. In these swaps, the total return (interest, fixed fees and capital gains/losses on an underlying credit instrument) is paid to an investor in exchange for a floating rate payment. A TRS may be a leveraged investment in the underlying instrument. Because swap maturities may not correspond with the maturities of the credit instruments underlying the swap, swaps may need to be renewed as they mature. However, there is a limited number of providers of such swaps, and there is no assurance the initial swap providers will choose to renew the swaps, and, if they do not renew, that a Client would be able to obtain suitable replacement providers. TRS are subject to risks related to changes in interest rates, credit spreads, credit quality and expected recovery rates of the underlying credit instrument as well as renewal risks. There may be circumstances in which the Investment Manager would conclude that the best or only means by which a Client could make a desirable Investment is through the use of such derivative structures. A Client may be exposed to certain risks should the Investment Manager use derivatives as a means to implement synthetically its investment strategies. If a Client enters into a derivative instrument whereby it agrees to receive the economic return of an individual security or financial instrument or a basket of securities or financial instruments, it will typically contract to receive such returns for a predetermined period of time. During such period, a Client may not have the ability to increase or decrease its exposure. In addition, such customized derivative instruments are expected to be highly illiquid and it is possible that such Client will not be able to terminate such derivative instruments prior to their expiration date or that the penalties associated with such a termination might impact such Client’s performance in a materially adverse manner. In the event a Client seeks to participate through the use of such synthetic derivative instruments, it may not acquire any voting interests or other shareholder rights that would be acquired with a direct investment in the underlying securities or financial instruments. Accordingly, a Client may not be able to participate in matters submitted to a vote of the shareholders or other holders of record. In addition, a Client may not receive all of the information and reports to shareholders that it would receive with a direct investment. Further, the counterparty to any such customized derivative instrument will be paid structuring fees and ongoing transaction fees, which will reduce the

investment performance of such Client. Finally, certain aspects of the U.S. federal income tax treatment of such customized derivative instruments are uncertain and, if the U.S. federal income tax treatment of such instruments is successfully challenged by the IRS, a Limited Partner’s after-tax return from its investment may be adversely affected. Variation Margin. A Client may be subject to margin calls in connection with any credit default swap and other derivative transactions that are subject to variation margin requirements. The dynamic nature of the margin models utilized in such transactions and the fact that the margin models might be changed at any time could subject a Client to an unexpected increase in collateral obligations to counterparties during a volatile market environment, which could have a detrimental effect on such Client. Further, the credit default swap variation margin models may use other securities or assets other than the reference obligation to determine variation margin requirements. Accordingly, a Client may be required to post most more variation margin than it otherwise would have if the variation margin was determined solely by the value of the reference obligation. Credit and Counterparty Risk. To the extent a Client acts as a credit default protection seller, a Client is exposed to the risk of financial loss in the event that the borrower defaults on their obligations. This exposure arises from a Client’s commitment to compensate the buyer for the credit event, which may include non-payment of interest or principal by the borrower. As a credit default protection seller, a Client would also be exposed to counterparty risk, particularly if the buyer of the credit default protection is unable to fulfill their obligations in the event of a credit event. The financial stability and creditworthiness of the buyer play a crucial role in determining the ultimate effectiveness of the credit default protection. As such, a Client would be exposed to both the borrower’s and counterparty’s credit risk. This risk increases if a Client’s credit default swap transactions are concentrated with one or few counterparties. Although a Client intends to only enter into credit default swap transactions with banks, brokers and other creditworthy financial institutions, there can be no guarantee such counterparties will honor their obligations to such Client. Collateral. To the extent a Client invests in credit default swaps, such Client would seek to mitigate its credit default swap risk by requiring credit default swap buyers to deliver a loan or other instrument with a first lien on the reference borrower’s collateral in the event of a credit event. However, the value of the collateral subject to the lien may be subject to fluctuations due to market conditions, economic factors, or other unforeseen events. In cases where a Client does not have continuous access to updated collateral valuations, there is a risk that the collateral may not adequately cover such Client’s obligations in the event of default. There are also risks that operational or administrative challenges may hinder a Client’s ability to access and manage the collateral effectively in the event of a credit event. These challenges could include issues related to the proper documentation, recording, and safekeeping of collateral assets. The market liquidity of certain types of collateral may also affect a Client’s ability to quickly convert the collateral into cash. Illiquid markets can lead to delays in the liquidation process, potentially resulting in increased exposure to losses. Further, changes in legal or regulatory frameworks governing collateral rights may impact a Client’s ability to enforce and realize the value of the collateral in case of borrower default. Adverse legal developments could lead to delays or restrictions in the foreclosure process, which may adversely impact a Client. Additionally, a Client faces the risk of undiscovered or undisclosed liabilities associated with the collateral. In some cases, the borrower may not fully disclose encumbrances, legal claims, or other issues that could affect the value or availability of the collateral any of which would adversely impact a Client. Furthermore, in the event of insolvency or bankruptcy of the borrower, a Client’s claim on the collateral may be subject to competing claims from other creditors. The priority of claims and the legal framework governing the distribution of assets can impact a Client’s recovery rate. Moreover, a Client may have fewer rights in connection with the first lien it receives upon the occurrence of a credit event than if it made a loan to a defaulting borrower directly, which may adversely impact such Client’s ability to recover.

Securitized Products. Subject to a Client’s applicable Governing Documents, Clients may from time to time, as part of their opportunistic investment activities, invest, directly and indirectly (including through promissory notes issued by an affiliate of MCMA), in securitized products such as securitized debt and/or subordinated notes of collateralized loan obligation facilities and term transactions or related products (including warehousing vehicles or facilities), including, without limitation, promissory notes (that may be collateralized by CLO equity interests) issued by an affiliate of MCMA in order to comply with DoddFrank Act and EU risk retention rules, or make loans to origination entities that are investing in such products. Securitized products may present risks similar to those of the other types of investments in which Clients may invest and, in fact, such risks may be of greater significance in the case of securitized products. Moreover, investing in securitized products may entail a variety of unique risks. Among other risks, securitized products may be subject to prepayment risk. In addition, the performance of a securitized products will be affected by a variety of factors, including its priority in the capital structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. When any such investments (other than Affiliated CLOs, as discussed herein below) are made, a Client investor will effectively be paying, in addition to the compensation payable to MCMA, such investor’s proportionate share of any management fees, or other compensation, charged by the manager of such securitized products or other similar entities, as well as its pro rata portion of the expenses incurred by such entity. Investment in Collateralized Loan Obligations. Clients may invest, directly or indirectly, in CLOs and CLO warehouse facilities. A CLO is typically a bankruptcy-remote securitization entity that owns senior secured, second lien or unsecured corporate loans. Typically, Clients are expected to invest, directly or indirectly, in the unrated or most subordinated tranches of CLOs that own middle market or broadly syndicated loans, while other investors may purchase more senior tranches of the CLO entity’s capital structure, thereby exposing themselves to different risks of principal and interest repayment. CLOs make payments to investors as payments are received with respect to their underlying asset pools. If proceeds of the underlying asset pools are not large enough to provide payments on all investors, securities held by the more junior investors in the CLOs (like Clients) will likely suffer a principal loss. In an event of default, typically the most senior tranche of debt may direct the CLO manager to liquidate the CLO. In the event of a liquidation, the unrated or most subordinated tranches of a CLO will not receive any payment until all principal and interest on the senior debt is paid in full. As the holder of the most subordinated tranche, the Client may be unable to exercise additional remedies under the CLO entity documentation. In addition, the value of the underlying collateral in the asset pools may decrease in value. CLO securities are illiquid instruments, and the Client may not be able to sell such securities at favorable prices, if at all. When any such investments are made (other than Affiliated CLOs, as discussed herein below), an investor will effectively be paying, in addition to the compensation payable to MCMA, the investor’s proportionate share of any management fees, or other compensation, charged by the manager of such CLOs or other similar entities, as well as its pro rata portion of the expenses incurred by such entity. Affiliated Collateralized Loan Obligations. Clients may purchase securities (both in the new issue and secondary market) in CLOs managed by MCMA (each, an “Affiliated CLO”). An Affiliated CLO may pay fees and/or other performance-based compensation to MCMA; provided, that the Client’s proportionate share of any such compensation (based on the proportion of the Client’s investment in such Affiliated CLO to the total debt and equity capital invested in such Affiliated CLO) is either waived, rebated to the Client or offset on a dollar-for-dollar basis against performance fees or Management Fees paid by the Client to MCMA. Risk Retention Rules; Impact on CLOs. Pursuant to Section 15G of the U.S. Securities Exchange Act of 1934, as amended by Section 941 of the Dodd-Frank Act (collectively, the “Risk Retention Rules”), an entity acting as a “sponsor” of a “securitization transaction” is generally required to retain at least 5% of the credit risk of the assets it securitizes either directly or through a “majority-owned affiliate” (an “MOA”), as

such terms are defined for purposes of the Risk Retention Rules. The U.S. Retention Rules require that the holder of the mandated retention interests hold such retention interests without transferring or hedging the credit risk represented by those interests for a significant period of time. To the extent MCMA or an affiliate, in its capacity as collateral manager of a securitization transaction, is required to comply with the Risk Retention Rules, this could prevent the CLO from mitigating losses on its interest in CLO equity. Additionally, MCMA may be removed or terminated as collateral manager of a CLO in a number of circumstances, including the breach of certain terms of the CLO Governing Documents or the failure to cause the CLO to comply with certain financial covenants or ratios applicable to such CLO. If the collateral manager were terminated or removed as collateral manager, any transfer of the collateral management functions to another entity could result in reduced or delayed collections, delays in processing payments and information regarding the assets of the CLO, and a failure to satisfy the collateral management agreement. Such a transfer could result in MCMA failing to be in compliance with the Risk Retention Rules. Separately, the European Union has enacted reforms related to the regulation of securitization markets, including risk retention and due diligence requirements. Institutional investors subject to the EU Securitization Regulation, including certain institutions for occupational retirement, credit institutions, alternative investment fund managers investment firms, insurance and reinsurance undertakings and management companies of undertakings for collective investment in transferable securities (“UCITS”) funds (or internally managed UCITS) (“In-Scope Institutional Investors”) are required, before holding a securitization position, to verify certain matters including that the originator, sponsor or original lender retains on an ongoing basis a material net economic interest in the securitization of at least 5%, determined in accordance with the methodologies set out in the EU Securitization Regulation (the “EU Risk Retention Rules”). To the extent that a CLO does not comply with the EU Risk Retention Rules, MCMA will be unable to market the CLO to In-Scope Institutional Investors. Investments in Pooled Investment Funds. Subject to a Client’s applicable Governing Documents, Clients may invest in one or more other pooled investment funds, some of which may be managed or advised by MCMA or an affiliate thereof. In such circumstances, compensation in the form of a management fee, incentive or performance-based fee or “carried interest” allocation or other compensation to be paid to MCMA or an affiliate thereof in respect of a Client’s direct or indirect investment in such pooled investment fund (or the Client’s proportionate share of such compensation (based on the proportion of the Client’s investment in such pooled investment fund to the total investment in such pooled investment fund)) is either waived, rebated to the Client or offset on a dollar-for-dollar basis against performance allocations or management fees paid by the Client to MCMA. Clients may also incur other fees and expenses in respect of an investment in such pooled investment funds, which could result in greater expense than if the Client invested directly in the investments of such pooled investment fund, and Client investor returns will be net of all such fees and expenses. Litigation Finance Investments. Subject to a Client’s applicable Governing Documents, Clients may (i) invest in individual commercial legal claims; (ii) finance the costs of defending against individual commercial legal claims; (iii) lend against individual or portfolios of commercial cases managed by selected law firms where the underlying claims fit within the Client’s investment profile; and/or (iv) enter into any other structures or contractual arrangements the value of which are derived from the performance or outcome of an underlying legal claim or series of legal claims (collectively, “Litigation Finance Investments”). Various laws and professional regulations addressing litigation generally (including, without limitation, state laws and regulations with respect to legal ethics) are complex and subject to constant change and uncertainty. Certain jurisdictions expressly prohibit or restrict the ability to assign certain claims or to participate in a lawyer’s contingent fee interest in a claim. Such prohibitions and restrictions are governed by the rules and regulations of each state and jurisdiction in the United States and vary in degree of strength and overall enforcement. Specifically, some jurisdictions may not permit a Client to make investments in, or engage in other business and financial transactions relating to, certain legal claims. Further, the laws in

such jurisdictions may be uncertain enough that a Client may not have the ability or the desire to make such investments, thereby limiting the total size of the potential market for Litigation Finance Investments. There is also a risk that Clients will make an investment in a certain jurisdiction that carries with it a risk that such investment agreement may not be enforced given the uncertainty as to the applicable law and regulations. MCMA intends to analyze the aforementioned legal and ethical issues as appropriate on an on- going basis and intends to seek outside legal counsel in order to evaluate and monitor these issues. In many jurisdictions, the relevant issues may not have been considered by the courts or addressed directly by statute and/or may be subject to change, so obtaining definitive legal advice may not be possible. Any failure by a Client to comply with any federal, state or local law, rule or regulation could expose a Client to liability, including, without limitation, fines and other penalties, and could jeopardize the ultimate recovery of a positive award or judgment. Due to competitive, legal and ethical considerations and restrictions, MCMA will not be able to provide the Client investors with details of the cases or legal claims in which it intends to invest or pursue. Client investors will not have an opportunity to evaluate any investment or legal claim themselves and will be wholly dependent upon MCMA’s ability to assess and manage investments made by Clients. Parties to a litigation or arbitration must have the ability to pay a judgment or award if a case outcome ultimately is successful. Part of the case investment process involves MCMA’s assessment of this ability to pay. However, if the party is unable to pay or challenges the validity of a judgment or award, a Client may have difficulties ultimately collecting its share of monetary judgments or awards. Further, given the nature of these recoveries, MCMA cannot control the ultimate timing and amount recovered, and there is no assurance that MCMA will be able to predict the timing and/or amount of any such payments. For the investments that Clients makes, the Client will not be the client of the law firm representing the party to the litigation and will not have the ability to control decisions made by the claimholder, defendant or law firm. Lawyers are generally required to act pursuant to their clients’ directives and are fiduciaries to their clients, not to a Client. The law firms involved also will be subject to an overriding duty to the courts and not a Client. Investment documents will make clear that parties to litigation related to Client investments retain the right to replace their litigation counsel, accept or reject settlement offers, make key strategic decisions and abandon the litigation if they believe it no longer has merit—all without the Client’s having any contractual right or ability to direct that a party act otherwise or that the party’s counsel disregard its client’s directives. No assurances can be made that MCMA will be able to successfully source suitable legal claims or other opportunities for investment by a Client. Part of MCMA’s underwriting process relies on referral relationships with law firms and other third parties. Failure to develop and/or maintain relationships with MCMA’s referral network will impact MCMA’s ability to identify and choose investments suitable to achieve a Client’s ultimate investment objectives. As part of the due diligence process in which MCMA engages, MCMA might rely on the advice and opinion of outside counsel and other experts in assessing potential claims. Further, MCMA will be dependent upon the skills and efforts of independent law firms to litigate and/or arbitrate cases. There is no guarantee that the ultimate outcome of any case will be in line with a law firm’s or expert’s initial assessment of the validity and merit of a legal claim. Investments in Equity Securities Generally. Subject to a Client’s applicable Governing Documents, Clients may opportunistically invest in equity, equity-like and equity-related investments, including, without limitation, preferred or common stocks or may receive preferred or common stock as part of compensation for making a loan. Issuers of these securities may be small- or medium-sized market capitalization companies. Investments in equity securities of small- or medium-sized market capitalization companies will

have more limited marketability than the securities of larger companies. In particular, securities of these sized companies may have greater price volatility. All of a Client’s investments in stocks will be subject to normal market risks. While diversification among issuers may mitigate these risks, a Client is not required to diversify its investments in equity securities, and Client investors must expect fluctuations in value of equity securities held by a Client based on market conditions. Because equity securities rank lower in the capital structure of an issuer, such investments may subject Client investors to additional risks not applicable to debt securities. In addition, holders of equity securities may be wiped out or substantially reduced in value in a bankruptcy proceeding or corporate restructuring. Public Company Holdings. Subject to a Client’s applicable Governing Documents, a Client’s investment portfolio may contain securities issued by publicly held companies. Such investments may subject a Client to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of a Client to dispose of such securities at certain times, increased likelihood of shareholder litigation, and insider trading allegations against such companies’ board members, including, in those cases in which where a Client has a board representative, the investment committee (the “Investment Committee”) members of MCMA, and increased costs associated with each of the aforementioned risks. Non-U.S. Investments. Subject to a Client’s applicable Governing Documents, a Client will primarily invest in companies located in the U.S. or Canada, but in certain limited circumstances may invest in portfolio companies that are organized and/or have their principal business activities outside of the United States or Canada. Such investments may be subject to certain additional risk due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of a Client) and the application of complex tax rules to cross-border investments. Additionally, investment in certain countries may be restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude investment and may increase the risk and/or expenses associated with the Fund’s Investments. For example, certain countries may: (i) require governmental approval prior to investment in companies or industries deemed important to national interests; or (ii) limit the amount or type of investment by persons who are not citizens. In addition, the repatriation of both investment income and capital from certain countries may be subject to restrictions such as government consent or a waiting period. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, limitations on the removal of funds or other assets of a , political or social instability or diplomatic developments that could affect investments in those countries. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of one another. A Client and its investors may be subject to income or other tax in the jurisdictions where such Client invests and withholding tax or branch tax may be imposed on earnings of such Client from investments in such jurisdictions. In addition, local income tax incurred in non-U.S. jurisdictions by a Client or vehicles through which it invests may not be creditable to, or deductible by, the Client’s investors in their respective jurisdictions, including the United States. The imposition of non-U.S. taxes on a Client would reduce the amounts available for distribution by such Client. For purposes of determining the net profits of a Client, foreign income taxes paid or incurred will generally be deemed included in such Client’s net profits. Use of Leverage. Certain Clients, as permitted by their applicable Governing Documents, may incur debt to finance investments (either singly or on a portfolio basis). The use of leverage will result in interest expense and other costs that may not be covered by distributions made to a Client or appreciation of its investments. While leverage presents opportunities for increasing a Client’s total return, it has the effect of

potentially increasing the volatility of the performance of a Client, including the risk of total loss of the amount invested. Accordingly, any event that adversely affects the value of an investment or group of investments by a Client would be magnified to the extent a Client is leveraged. The cumulative effect of the use of leverage by a Client in a market that moves adversely to a Client’s investments could result in a substantial loss to a Client, which would be greater than if a Client was not leveraged. Leverage will increase the exposure of a Client to adverse economic factors such as significantly rising interest rates, severe economic downturns or a deterioration in the condition of a Client’s investments or their corresponding markets. The extent to which a Client uses leverage may have important consequences to Client investors, including, but not limited to, use of cash flow for debt service, rather than for additional Investments, distributions or other purposes. In addition, from time to time, to the extent that leverage is employed, a Client may be required to refinance transactions on a relatively frequent basis. The Client’s ability to achieve its objective and target returns is dependent on a Client’s ability to achieve financing at economically advantageous rates. To the extent refinancing facilities are not available in the market at economic rates or at all, a Client may be required to sell assets at disadvantageous prices, may not be able to make Investments it otherwise would have made, and/or may not be able to achieve the leverage it would otherwise find it advantageous to achieve. Any such deleveraging may result in losses which could be severe and accordingly could have a material adverse effect on the performance of a Client. Impact on Performance of Subscription Facility. The calculations of internal rates of return (“IRR”) has been and will be based on the actual due dates of the cash flows from limited partners in a fund, including investors. This treatment also applies in instances where a Client may utilize borrowings under a subscription facility, in lieu of capital contributions or in advance of receiving capital contributions from investors to repay any such borrowings and any related interest expense. As a result, the use of a subscription facility, will impact calculations of the investments’ returns and the calculation of the IRR as reported herein. The interest rate on such borrowings typically will be less than the rate of the applicable preferred return and the applicable preferred return does not accrue on such borrowings, and only accrues on capital contributions by a Client’s investors when made to a fund. As a result, the use of subscription facilities by a Client may effectively reduce or eliminate the applicable preferred return received by the investors and accelerate or increase distributions of Performance-Based Compensation to the General Partner. Subject to the limitations in the applicable Governing Documents, the use of subscription facilities by a Client is within the General Partner’s discretion. Leverage – Recourse to Client Assets. To the extent a Client is permitted by their applicable Governing Documents to utilize leverage, one or more investments or other assets of a Client may be pledged to secure the indebtedness of a Client. If a Client becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to a Client’s assets generally and may not be limited to any particular investment or asset, such as the loan or property giving rise to the liability. In addition, since there is no security created for the benefit of investors to secure the Client’s obligations in respect of the interests, on any insolvency of the Client, Client investors could rank behind the Client’s financing and hedging counterparties, whose claims will be considered as indebtedness of the Client and may be secured. To the extent the General Partner of the Client chooses to use special purpose vehicles for individual transactions to reduce recourse risk, the bona fides of such entities may be subject to later challenge based on a number of theories, including veil piercing, substantive consolidation and other grounds. Clients may provide guarantees in support of credit facilities used to acquire investments, Operating Expenses relating to investments and/or in connection with derivative transactions, and there can be no assurance that such guarantees will not have adverse consequences for the Client. A Client may incur leverage on a joint and several basis with one or more other investment funds and entities managed by an affiliate and may have a right of contribution, subrogation or reimbursement from or against such entities. There is also a risk that the life of the assets securing a debt obligation of the Client is not appropriately matched with the term of such debt obligation, which could result in liquidity issues or the risk that assets have to be sold to pay borrowings.

Leverage – Subscription Facility Debt. Certain Clients may also enter into a subscription line with one or more lenders in order to finance its operations (including the acquisition of investments). Fund-level borrowing subjects investors to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the General Partner’s and/or MCMA’s right to call capital from the investors, investors may be obligated to contribute capital on an accelerated basis if the Client fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any investor claim against the Client would likely be subordinate to the Client’s obligations to a subscription line’s creditors. With respect to any asset-backed facility entered into by a Client (or an affiliate thereof), a decrease in the market value of the Client’s investments would increase the effective amount of leverage and could result in a violation of certain financial covenants pursuant to which the Client must either repay the borrowed funds to the lender, which could, subject to any limitations set forth in the Governing Documents, require investors to make additional capital contributions in respect of such borrowings, or suffer foreclosure or forced liquidation of the pledged assets. Liquidation of the Client’s investments at an inopportune time in order to satisfy such financial covenants could adversely impact the performance of the Client and could, if the value of its investments had declined significantly, cause the Client to lose all or a substantial amount of its capital. Moreover, if additional capital contributions were required to satisfy such financial covenants, this would effectively reduce the amount of capital available for other investments and could adversely affect the diversification of the Client’s portfolio. In the event of a sudden, precipitous drop in the value of the Client’s assets, the Client might not be able to dispose of assets quickly enough to pay off its debt resulting in a foreclosure or other total loss of some or all of the pledged assets. Related risks are sensitive to the nature of a Client’s underlying portfolio investments, concentration, expected volatility and other factors. In addition, fund-level borrowing will result in incremental Client expenses that will be borne by the Client’s investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees and expenses relating to the establishment, structuring and negotiation of the terms of the borrowing facility and the maintenance, renegotiation or termination of such facility. Because a subscription line’s interest rate is typically based in part on the creditworthiness of the Client’s investors and the terms of the Governing Documents, it may be higher than the interest rate a Client investor could obtain individually. To the extent a particular Client investor’s cost of capital is lower than the Client’s cost of borrowing, Fund-level borrowing can negatively impact a Client investor’s overall individual financial returns even if it increases the Client’s reported net returns in certain methods of calculation. A credit agreement frequently will contain other terms that restrict the activities of the Client and the Client investors or impose additional obligations on them. For example, a subscription line secured by the capital commitments of the Client investors may impose restrictions on the General Partner’s and/or the MCMA’s ability to consent to the direct or indirect transfer of a Client investor’s interest in the Client or impose concentration or other limits on the Client’s investments. In addition, in order to secure a subscription line, the General Partner and/or MCMA is often required to request certain financial information and other documentation from investors to share with lenders. MCMA will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more investors. Use of Leverage by Portfolio Companies. It is anticipated that a substantial portion of a Client’s assets will be lent to, or invested in, companies that have additional leverage. Factors such as rising interest rates, downturns in the economy, competitive pressures or deterioration in the condition of a portfolio company or its industry could put at risk a portfolio company’s ability to meet its debt service obligations (including investments by the Client). If a portfolio company cannot generate adequate cash flow to meet its debt service obligations, the portfolio company may default on its loan agreements or be forced into bankruptcy

resulting in a restructuring of the portfolio company’s capital structure or liquidation of the portfolio company, and the Client may suffer a partial or total loss of invested capital. The portfolio companies in which Clients will invest may be highly leveraged, thereby increasing the degree of credit risk inherent in each investment. Leverage often imposes restrictive financial and operating covenants on a portfolio company, in addition to the burden of debt service, and may impair its ability to finance future operations and capital needs or to pay principal and interest on the Client’s investments when due. The leveraged capital structure of portfolio companies will increase the exposure of the Client’s investments to any deterioration in a portfolio company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates. Risks Associated with Certain Dispositions. In connection with the disposition of an investment in a portfolio company, Clients may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. It also may be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate. These arrangements may result in contingent liabilities, which may ultimately have to be funded by the Client investors to the extent that the Client investors have received prior distributions from the Client or out of capital not yet drawn down. Inability to Syndicate. Clients will originate loans and syndicate a portion of the Client’s interest in such loans to co-investors and/or third parties. In the event that the Client is unable to syndicate a loan or loans as intended, the Client would be forced to retain larger amounts of such loan or loans than originally intended by the Client. In such an event, the Client’s investment portfolio could become significantly concentrated in a particular loan or loans. Lack of Sufficient Investment Opportunities. It is possible that Clients will never be fully invested if enough sufficiently attractive investments are not identified. In particular, certain Clients can continually raise capital from investors even if it has not invested all of its current investable capital in investments. In addition, Clients will be competing with a significant number of other private investment funds, as well as institutional and strategic (industry) investors, for investments in portfolio companies. The business of identifying and structuring debt investments is highly competitive and involves a high degree of uncertainty. Projected Operating Results. Projected operating results for a company in which Clients invests (or in which a Client is considering an investment) will be very important in making an investment decision. In most cases these will be prepared by the management of the portfolio company and reviewed and adjusted by the management of MCMA. In all cases, projections are only estimates of future results that are based upon assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections. Need for Follow-On Investments. Following its initial loan to or investment in a given portfolio company, MCMA may determine that a Client should provide additional funds or loans to such portfolio company, affiliates or successors thereof, or may have the opportunity to increase its loan to or investment in a successful portfolio company. There is no assurance that Clients will make follow-on investments or that Clients will have sufficient funds to make all or any of such investments or loans. Any decision by MCMA, on behalf of a Client, not to make follow-on investments or a Client’s inability to make such investments or loan may have a substantial negative impact on a portfolio company in need of such an investment or additional loan, or may result in a lost opportunity for the Client to increase its participation in a successful operation. Litigation. In the ordinary course of business, a Client may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect the value of a Client and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the

Investment Manager’s, the General Partner’s and their principals’ time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Lender Liability and Equitable Subordination. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed, “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to a borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of the Client’s investments, the Client could be subject to allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lender or bondholder (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower; (ii) engages in other inequitable conduct to the detriment of such other creditors; (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors; or (iv) uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of certain of the Client’s investments, the Client may be subject to claims from creditors of an obligor that debt obligations held by the Client should be equitably subordinated. The preceding discussion regarding lender liability is based upon principles of U.S. federal and state laws. With respect to the Client’s investments in a non-U.S. issuer, U.S. laws of certain non-U.S. jurisdictions may also impose liability upon lenders or bondholders under factual circumstances similar to those described above, with consequences that may or may not be analogous to those described above under U.S. federal and state laws. Interest Rate Risk. Although Clients are expected to invest primarily in floating-rate interest rates, in the event that a Client invests in fixed-rate loans, it would be subject to interest rate risk. Generally, the value of fixed income instruments will change inversely with changes in interest rates. As interest rates rise, the market value of fixed income instruments tends to decrease. Conversely, as interest rates fall, the market value of fixed income instruments tends to increase. This risk will typically be greater for long-term securities than for short-term securities. MCMA may attempt to minimize the exposure of a Client’s portfolio to interest rate changes through the use of interest rate swaps, interest rate futures, interest rate options and/or other hedging strategies. Benchmark Interest Rates. To the extent that (i) a Client’s investments (whether made, acquired or otherwise) and/or (ii) the Client’s and/or its affiliates’ credit arrangements or facilities, hedging activities, derivative or other structures, in each case, are subject to, utilize or otherwise reference, whether directly or indirectly, a variable interest rate that is based on (or calculated with reference to) the Secured Overnight Financing Rate (“SOFR”) or any other reference rate, benchmark or index, including in each case, any permutations thereof and any credit spread adjustments thereto, collectively, the “Benchmark Rates”), the Client may be subject to certain material risks, some of which are described below. The London Interbank Offered Rate (“LIBOR”) for U.S. Dollars, which has been commonly used as a reference rate within various financial contracts, ceased publication after June 30, 2023 (the one-week and two-month tenors of U.S. Dollar LIBOR ceased to be published after December 31, 2021). The Alternative Reference Rates Committee (the “ARRC”) convened by the Board of Governors of the Federal Reserve System (“FRB”) recommended certain SOFR term rates as the replacement (in commercial loan agreements) for U.S. Dollar LIBOR. The ARRC’s recommendations are consistent with replacements proposed under the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), which became effective in March 2022, and the final rule implementing the LIBOR Act adopted by the FRB, which became effective in February 2023. The FRB also recommended certain SOFR-based replacements for derivative

transactions. MCMA intends to use SOFR as its sole Benchmark Rate. The SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. The SOFR includes all trades in the Broad General Collateral Rate plus bilateral Treasury repurchase agreement (“repo”) transactions cleared through the Delivery-versus-Payment (“DVP”) service offered by the Fixed Income Clearing Corporation (“FICC”), which is filtered to remove a portion of transactions considered “specials”. Specials are repos for specific-issue collateral, which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security. The SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from the Bank of New York Mellon as well as general collateralized finance repo transaction data and data on bilateral Treasury repo transactions cleared through FICC’s DVP service, which are obtained from the U.S. Department of the Treasury’s Office of Financial Research. Each business day, the New York Fed publishes the SOFR. Although the SOFR appears to be a preferred replacement rate for U.S. dollar LIBOR, and it would appear that liquidity for the SOFR in Chicago Mercantile Exchange traded futures and options is deeper than for alternative Eurodollar transactions (an indication of the apparent acceptance of SOFR), there continues to be some risk associated with transitioning to SOFR due to its newness in general, and more specifically, with respect to legacy LIBOR loans and the manner in which interest rates for legacy loans will switch to SOFR. To the extent that the Client’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on any Benchmark Rates, including LIBOR or SOFR, the Client may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Client and its investments; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Considered in their entirety, the impacts of the discontinuation of U.S. Dollar LIBOR on financial markets generally and on the specific financial contracts to which the Client is a party may adversely affect the performance of the Client. If the SOFR or any other Benchmark Rate used by the Client post LIBOR is itself subsequently discontinued, it is uncertain whether broad and consistent replacement conventions and methodologies will be developed in the lending market and, if conventions develop, what those conventions will be and whether they will create adverse consequences for an issuer of debt obligations, or the holders of any such debt obligations. If no such conventions develop, it is uncertain what effect broadly divergent interest rate calculation methodologies in the markets will have on the price and liquidity of the lending market and the ability of the General Partner to effectively mitigate interest rate risks. Any of the above or any other significant change to the setting of a Benchmark Rate could have a material adverse effect on the value of, and the amount payable under, any loan or other debt instrument held by the Client which pays interest linked to a Benchmark Rate. Non-Performing Nature of Loans. There are varying sources of statistical default and recovery rate data for loans and other debt securities and numerous methods for measuring default and recovery rates. The historical performance of the credit market or the leveraged loan market is not necessarily indicative of

future results. It is anticipated that certain of the loans purchased by Clients may be non- performing or in default or become non-performing and/or default after they are purchased by Clients. Furthermore, the obligor and/or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments Clients will receive with respect to such non- performing or defaulted loans. Secondary Market Transactions. Subject to a Client’s applicable Governing Documents, MCMA may determine it to be in the best interest of a Client to acquire one or more loans from existing lenders. In many cases, the economic, financial and other information available to and used by MCMA in deciding to acquire and structure the acquisition of such loans may be incomplete or unreliable. Valuations of such loans may be difficult to determine since there generally will be no established market for such interests, and the information available at the time that a decision is required might be limited, and MCMA may not have access to the detailed information necessary for a thorough evaluation of the opportunity. Moreover, the purchase price relating to such an acquisition will be subject to negotiation with the sellers of such interests and may, in certain cases, include a Client’s assumption of certain contingent liabilities resulting from activity that transpired prior to the sale, which assumptions may turn out to be incorrect. The success of any such acquisition will depend in part on the accuracy of the information available to MCMA and the purchase price paid by a Client. Distressed Investments. Subject to a Client’s applicable Governing Documents, Clients may, directly or through affiliated entities, opportunistically invest in debt obligations, securities and assets that are inefficiently priced as a result of business, financial, market or legal uncertainties. The level of analytical sophistication, both financial and legal, necessary for successful returns on such investments is unusually high. There can be no assurance that MCMA will correctly evaluate the nature and magnitude of the various factors that could affect the value of a Client’s investments. In particular, Client may opportunistically purchase securities and other obligations of companies that are experiencing significant financial or business distress, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to Clients, they involve a substantial degree of risk and may not show any return for a considerable period of time, if at all. There is no assurance that MCMA will correctly evaluate the value of the assets collateralizing Clients’ loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company that is funded by the Client, Clients may lose all or part of the amounts advanced to the issuer or may be required to accept collateral with a value less than the amount of the loan advanced by the Client to the issuer. Special Situations. Subject to a Client’s applicable Governing Documents, Clients may make investments in companies involved in (or the target of) acquisition attempts or tender offers, or companies involved in spin-offs and similar transactions. In any investment opportunity involving any such type of business enterprise, there exists the risk that the transaction in which such business enterprise is involved will be unsuccessful, take considerable time and/or result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Client of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Client may be required to sell its investment at a loss. In connection with such transactions (or otherwise), the Client may purchase securities on a when- issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and are often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring, and such subsequent events may never occur. Additionally, the purchase price and/or interest rate receivable with respect to a when-issued security are fixed when the Client enters into the commitment, and such securities are subject to changes in market value prior to their delivery, including potential drops in value that lead to losses to the Client.

Intellectual Property. Companies in the software or technology or related industries are often highly dependent upon intellectual property. Accordingly, an investment in certain Clients may involve a higher level of exposure to intellectual property related risks than an investment that is diversified across sectors that are less dependent upon intellectual property value. Adverse impacts on a portfolio company’s intellectual property portfolio or rights, may render a portfolio company less able to repay loans from the Client, or otherwise adversely impact the Client’s investments. Intellectual property rights and their value may be particularly difficult to assess or may be impacted by unexpected developments. Portfolio companies may incur substantial costs to protect intellectual property, including litigation to enforce intellectual property rights and defend against intellectual property violation claims from other companies. Litigation involves a high degree of uncertainty. If the portfolio companies are unable to protect the value of their intellectual property or are found to violate other companies’ intellectual property rights, or incur substantial legal costs, the portfolio companies’ ability to repay loans or the Client’s value of investments may be adversely impacted. In many cases, the value of a company or business in which the Client may invest will be dependent upon protecting proprietary rights with respect to one or more of the products such portfolio company develops, produces or markets. There can be no assurance that any issued patents underlying products of any portfolio company will provide sufficient protection to allow portfolio companies to conduct their businesses in the ordinary course. The Client or any portfolio company may, from time to time, receive notices from persons or entities claiming that the Client or such portfolio company has infringed upon their intellectual property rights. The quantity of such claims may grow over time due to the fast pace of developments in the software and technology sector, increasing amounts of user-generated content, the extensive patent coverage of existing technologies, and the rapid rate of issuance of new patents. Additionally, portfolio companies may use “open source” software in their products, or may use such software in the future. Such open-source software is generally licensed by its authors or other third parties under open source licenses. Licensing authors or third parties may allege that a portfolio company has not complied with the conditions of one or more of such licenses. To resolve these and other intellectual property infringement claims, the Client and/or the portfolio companies may enter into royalty and licensing agreements on terms that are less favorable than currently available, stop selling or redesign affected products, or pay damages to satisfy indemnification commitments with customers, any of which may cause operating margins to decline. In addition to money damages, in some jurisdictions plaintiffs may be permitted to seek injunctive relief that may limit or prevent importing, marketing and selling products that utilize infringing technologies, and it is possible that such injunctive relief may be issued before the parties have fully litigated the validity of the underlying intellectual property rights. The success of portfolio companies will also depend on the preservation of trade secrets, which are often not protected by patents and are instead subject to relevant confidentiality agreements with third parties such as collaborative partners, licensors, employees and consultants. Disclosure of trade secrets or other confidentiality information in violation of any such agreement could adversely affect the relevant portfolio company. Software Code Protection. The development and protection of source code is critical to many businesses in the software and technology sector. If an unauthorized disclosure of a significant portion of a portfolio company’s source code occurs, such portfolio company could potentially lose future trade secret protection for such source code. The loss of trade secret protection could make it easier for others to compete with such portfolio company’s products by copying their functionality, which could adversely affect such portfolio company’s revenue and operating margins. Unauthorized disclosure of source code could also increase security risks (e.g., viruses, worms, and other malicious software programs that may attack a portfolio company’s products and services). Costs for remediating the unauthorized disclosure of source code and other cyber-security breaches may include those related to increased protection, reputational damage, loss of market share, liability for stolen assets or information and repairs to damaged systems. Remediation costs may also include incentives offered to maintain a portfolio company’s business and/or customer relationships following a security breach.

Risks Associated with Artificial Intelligence. The use of artificial intelligence (“AI”) is increasing rapidly, which presents both significant opportunities for growth and competitive advantage, but also introduces substantial risks to the General Partner, MCMA, certain Clients and/or such Clients’ portfolio companies. The field of AI is characterized by rapid and ongoing technological innovation. While this presents significant opportunities for growth and competitive advantage, it also introduces a substantial risk of technological obsolescence. The widespread adoption of AI could also lead to significant economic and labor market disruptions, including job displacement and changes in the demand for certain skills. This could result in regulatory restrictions on the use of AI, which could negatively impact certain of a Client’s investments. Governments and regulatory bodies worldwide are already scrutinizing AI technologies for potential ethical, privacy and security concerns, and new laws, guideless or standards could be introduced that impose stringent requirements on companies using AI. The regulatory landscape for the use of AI is likely to continue to evolve. These changes could lead to increased costs associated with compliance, litigation or modification of business practices for the General Partner, MCMA, the Client and/or the Client’s portfolio companies. Regulatory shifts might also restrict the scope of operations or make certain business models untenable, which translates to heightened risk that certain of the Client’s portfolio companies will require additional time and resources to adapt to new regulatory conditions. The uncertainty of market changes and increased regulation makes the Client’s investments in portfolio companies that make use of AI, or otherwise develop AI, risky. In addition, the General Partner or its affiliates may use AI technology models, including generative artificial intelligence (e.g., language models) and similar technologies, to aid in the development of infrastructure and technology, and to assist in the research process as well as in developing, evaluating and implementing strategies. While the General Partner and its affiliates evaluate AI models before using them in their business, and are developing protocols for use of AI which attempt to address certain known risks associated with the technology, there can be no assurance that they will do so successfully, and the use of AI may adversely affect the General Partner and the Client. For example, AI may create output that superficially appears correct but may in fact be incorrect and there is no assurance that the General Partner or affiliate thereof would be able to identify and remedy the incorrect content in their review of such AIgenerated output. There is also no assurance that the General Partner can successfully assert proprietary rights in AI-generated output despite using MCMA-provided proprietary data to generate such output. The intellectual property laws relating to AI-generated works of authorship or inventions are unclear, and there is no assurance that intellectual property laws would be sufficient to permit the General Partner to protect its AI-generated output in the event that others obtain access to it. Conversely, it is possible that the output from any AI model may be similar to pre-existing content on which the AI model was trained and there is a risk that the General Partner and the Client could incur liability or expense in connection with claims of infringement or similar claims by third parties related to information which the General Partner receives through AI. Given the rapid pace of AI’s use and development, it is difficult to fully assess the risks associated with AI. CFIUS and Similar Regulations. Certain investments by the Client that involve a business connected with or related to national security may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators. Depending on the particulars of a given investment, the Client may be obligated to take actions to address the risk presented by CFIUS or another regulator, including by disclosing certain information, when requested by regulators, regarding the Client’s investors. In the event that CFIUS or another regulator reviews one or more of the Client’s proposed or existing investments, it is possible that CFIUS or another regulator will seek to impose limitations on or prohibit one or more of the Client’s investments or unwind a transaction. Such limitations or restrictions may prevent the Client from pursuing certain investments, cause delays with respect to consummating such investments, or require the Client to consummate an investment on terms that are less advantageous than would be the case absent such restrictions. Where the

Client is required to unwind a transaction, in addition to incurring additional legal, administrative and other costs, the Client may have to dispose of the investment at a price that is less than it would have received had MCMA managed the investment to exit at a different time or under different circumstances. Any of these outcomes could adversely affect the Client’s performance with respect to such investments, and thus the Client’s performance as a whole. Borrower Fraud; Breach of Covenant. The Clients expect to seek to obtain structural, covenant and other contractual protections with respect to the terms of their investments as determined appropriate under the circumstances. However, there can be no assurance that such attempts to provide downside protection with respect to their investments will achieve their desired effect, and potential investors should regard an investment in the Clients as being speculative and having a high degree of risk. Of paramount concern in investments in senior secured loans, notes or bonds is the possibility of material misrepresentation or omission on the part of the borrower or other credit support providers or breach of covenant by such parties. Such inaccuracy or incompleteness or breach of covenants may adversely affect the valuation of the collateral underlying such loans, notes or bonds or may adversely affect the ability of the Clients to perfect or effectuate a lien on the collateral securing the loan or otherwise realize on the investment. The Clients will rely upon the accuracy and completeness of representations and satisfaction of covenants made by borrowers and their agents to the extent reasonable, but cannot guarantee such accuracy or completeness. Insolvency Considerations with Respect to Issuers of Loans; Lender Liability; Equitable Subordination. One or more of the issuers of loans acquired by the Clients may become involved in bankruptcy or similar proceedings. There are a number of significant risks inherent in the bankruptcy process. First, many events in a bankruptcy are the product of contested matters and adversary proceedings and are beyond the control of the creditors. Second, the effect of a bankruptcy filing on a company may adversely and permanently affect the company. If the proceeding is converted to a liquidation, the liquidation value of the company may not equal the liquidation value that was believed to exist at the time of the investment. Third, the duration of a bankruptcy proceeding is difficult to predict. A creditor’s return on investment can be adversely impacted by delays while the plan of reorganization is being negotiated, approved by the creditors and confirmed by a bankruptcy court and until it ultimately becomes effective. Fourth, the administrative costs in connection with a bankruptcy proceeding are frequently high and will be paid out of the debtor’s estate prior to any return to creditors. Fifth, bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization. Because the standard for classification is vague, there exists the risk that the Clients’ influence with respect to the class of obligations or securities that they own can be lost by increases in the number and amount of claims in that class or by different classification and treatment of claims. Sixth, in the early stages of the bankruptcy process it is often difficult to estimate the extent of, or even to identify, any contingent claims that may be made. Seventh, certain claims that have priority by law (for example, claims for taxes) may be quite significant and debtor-in-possession financing can, under certain circumstances, “prime” the security interest that the Clients may have in the debtor’s property. In addition, it is possible that a court may invalidate, in whole or in part, the indebtedness underlying a loan as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the obligor or recover amounts previously paid by the obligor in satisfaction of such indebtedness. In particular, a court could make such a determination if, in a lawsuit brought by a creditor or representative of creditors of an obligor on a loan, the court were to find that the obligor did not receive fair consideration or reasonably equivalent value for incurring the indebtedness constituting the loan and, after giving effect to such indebtedness and the use of the proceeds thereof, the obligor (i) was insolvent; (ii) was engaged in a business for which the remaining assets of such obligor constituted unreasonably small capital; or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. There can be no assurance as to what standard a court would apply in order to determine whether the obligor was “insolvent” or that, regardless of the method of valuation, a court would not determine that the obligor was “insolvent,” in each case, after giving effect to the incurrence of such loan and the use of the proceeds

thereof. In addition, in the event of the bankruptcy of an obligor under a loan acquired by the Client, payments made on the loan may be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year under U.S. federal bankruptcy law or even longer under state laws) before bankruptcy. In general, if payments on a loan are avoidable, whether as fraudulent conveyances or preferences, such payments can be recaptured from the Client. Because of the nature of the loans intended to be acquired by the Clients, the Clients may be subject to allegations of lender liability or claims from creditors of an obligor that loans issued by such obligor that are held by the Clients should be equitably subordinated. Pay-In-Kind Interest/Original Issue Discount. The loans made by a Client may provide for original issue discount (“OID”), which are debt obligations issued at a discount from face value, and “pay-in-kind” (“PIK”) interest. In such case, a Client would be required to include amounts in taxable income on a current basis even though receipt of such amounts will occur in a subsequent year. Consequently, OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. The deferred payment associated with OID and PIK increases the risk that a portfolio company will not be able to make the deferred payments when they come due at the loan’s maturity. Fluctuations in interest rates and the unavailability of funds could adversely affect the ability of a borrower to refinance the loan at maturity. Counterparty Risk. Certain instruments in which MCMA’s Clients may invest may, in certain circumstances, bear credit risk with regard to other parties involved, as well as risk of settlement default. Moreover, transactions directly between two counterparties (e.g., off exchange) may not be afforded certain protections, such as settlement, segregation and minimum capital requirements applicable to intermediaries, and therefore expose the parties to the risk of counterparty default. Non-Controlling Investments. Generally, Clients will hold non-controlling interests in portfolio companies and, therefore, will have a limited ability to influence management of its portfolio companies to protect the Client’s position therein. Although MCMA will endeavor to negotiate negative covenants and other contractual restrictions for each portfolio company, it will primarily be the responsibility of management to operate each portfolio company on a day-to-day basis. Uncertainty of Valuation. Subject to a Client’s applicable Governing Documents, a Client typically expects to hold loans, securities or other financial instruments or obligations for which no market exists, which are thinly traded, or which are restricted as to their transferability under applicable securities laws, including investments where such Client or its affiliates are the only holders of such investments. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such securities, from values placed on such securities by other investors and from prices at which such securities may ultimately be sold. In addition, third-party pricing information may at times not be available regarding certain of a Client’s assets. Further, the value of its investments which can be liquidated may differ, sometimes significantly, from their valuations, due to size, concentration, or other factors. Performance information of a Client is therefore dependent upon MCMA’s valuation procedures, and such values may not ultimately be realized. In addition, certain cross-transactions and other transactions between a Client and Other Monroe Clients, to the extent permitted, are subject to valuation risk and certain conflicts of interest. Long-Term Investments. Client’s investments will be long-term in nature, and it is uncertain when profits on Client’s investments will be realized, if ever. Although Clients may earn interest or dividends currently on some of its investments, it is not generally expected that invested capital will be returned for years after making an initial investment. In general, withdrawals of interests are not permitted. In addition, interests are not redeemable.

Investments Longer than Term. Clients may make investments that may not mature or be advantageously disposed of prior to the date a Client is dissolved, either by expiration of the Client’s term or otherwise. Although MCMA expects that investments will mature or be sold prior to dissolution, a Client may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. In addition, there can be no assurances with respect to the timeframe in which the winding-up and the final distribution of proceeds or in-kind distributions to a Client’s investors may occur. Usury Considerations. The loans made by Clients are subject to the provisions of various background laws, including state usury laws, which may limit the amount of interest, broadly defined, that may be charged with respect to a loan. The violation of applicable usury laws may lead to financial penalties, rescission rights or other borrower remedies. Although MCMA does not intend to engage Client in conduct that it expects would violate any applicable usury laws, the potential exists for a borrower to assert that the usury laws of particular jurisdiction apply to a loan transaction. Director Liability. In certain circumstances a Client may receive the right to appoint a representative to the board of directors of the companies in which it invests. Serving on the board of directors of a portfolio company exposes the Client’s representatives, and ultimately the Client, to potential liability. Although portfolio companies often have insurance to protect directors and officers from such liability, such insurance may not be obtained by all portfolio companies and, even if obtained, may be insufficient. Illiquidity; Ability to Recycle Proceeds; Restricted Nature of Investment Positions. Subject to a Client’s applicable Governing Documents, an investment in a Client should generally be viewed as illiquid. Subject to a Client’s applicable Governing Documents, it is expected that the Client investors will achieve liquidity on their investments only as they receive distributions and upon the dissolution of such Client; however, a Client is typically permitted to reinvest capital proceeds and/or recall from such Client investors any distributions of such proceeds, until the end of such Client’s investment period, and in certain circumstances after such investment period. While a Client may periodically distribute the interest and principal repayments that it receives, together with equity-related proceeds, such Client will invest primarily in nonpublicly traded securities for which there will be no readily available market; hence, most of such Client’s investments will be difficult to value or sell. The magnitude and timing of distributions will be dependent on the success and needs of portfolio companies, MCMA’s desire to recycle proceeds, MCMA’s ability to structure investments so as to provide current income and the prospect for timely and orderly realization on investments. Furthermore, although, under normal circumstances, a Client intends to make distributions in cash, it is possible (subject to a Client’s applicable Governing Documents) that under certain circumstances (including the liquidation of a Client), distributions may be made in kind and could consist of securities for which there is no readily available public market or securities of entities unable to meet required interest or sinking fund payments. It is possible that losses on unsuccessful investments may be realized before gains on successful investments are realized. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment. Furthermore, the expenses of operating a Client (including the Management Fee payable to MCMA) may exceed its income, thereby requiring that the difference be paid from such Client’s capital. Reinvestment of Capital. Subject to any limitations set forth in a Client’s applicable Governing Documents, a Client may reinvest capital proceeds or may distribute and subsequently recall such amounts. To the extent such amounts are reinvested, Client investors will remain exposed to reinvestment and other risks associated with such investments, including exposure to potential unfunded tax liabilities with respect to reinvestment. Client investors will need to reserve capital to fund recalls. A failure to fund a capital call could result in material adverse remedies under the applicable Governing Documents. In addition, investors in certain Clients may elect in their subscription agreement to have their proportionate share of net current income automatically retained and invested in the Client and participate in reinvestment. The associated risks of such reinvestment are increased as a result of such election.

Involuntary Withdrawal. Subject to a Client’s applicable Governing Documents, Client investors may not voluntarily withdraw all or any portion of their interests. Under certain circumstances, the General Partner may require the compulsory withdrawal (in whole or in part) of, or the transfer of, the interest of a Client investor, including if such Client Investor’s continued investment in such Client is likely to result in an adverse regulatory, pecuniary, legal, taxation or administrative consequence to such Client, the General Partner, MCMA, or any of their respective affiliates or any other Client investors. Distributions in Kind. Subject to a Client’s applicable Governing Documents, while the Clients typically intend to make distributions in cash, it is possible that certain distributions may be made in kind and could consist of ) securities for which there is no readily available public market and/or with respect to which there are substantial transfer restrictions or (ii) securities of entities unable to perform under contractual obligations. Widespread holding of investments, particularly of private illiquid securities, may entail a significant administrative burden to Client investors. In addition, the direct holding of certain investments may subject the holder to certain liabilities or taxes. Limitations on Limited Liability of Client Investors. Subject to a Client’s applicable Governing Documents and applicable law, a Client investor will generally not be personally liable for the debts of such Client except that the Client investors may, under applicable law, be obligated to repay amounts previously received by them to the extent such amounts are deemed to have been wrongfully distributed to them. Except as provided in a Client’s applicable Governing Documents, under applicable law generally the total liability of a Client investor is limited to the amount of its capital commitment, except in certain circumstances whereby such Client investor was deemed to be involved in the management or otherwise engaged in the conduct of the business of a Client or externally represented such Client as a general partner. Client investor’s capital commitment is susceptible to risk of loss as a result of any liability of a Client. If a Client is otherwise unable to meet its obligations, the Client investors may, under applicable law (and subject to a Client’s applicable Governing Documents), be obligated to return to such Client or to creditors whose interests have been injured distributions previously received by them pursuant to any rules regarding fraudulent conveyances. In addition, a Client investor may be liable under applicable bankruptcy law to return distributions made during such Client’s insolvency. Limited Access to Information. Client investors’ rights to information regarding a Client are set forth, and strictly limited, in the applicable Governing Documents. In particular, it is anticipated that with respect to a Client, the General Partner and/or MCMA may obtain certain types of material information from portfolio companies that will not be disclosed to Client investors because such disclosure is prohibited for contractual, legal or similar obligations outside of the General Partner and/or MCMA’s control. Decisions by the General Partner and/or MCMA to withhold information may have adverse consequences for Client investors in a variety of circumstances. For example, a Client investor that seeks to transfer its interest may have difficulty in determining an appropriate price for such interest. Decisions to withhold information also may make it difficult for Client investors to monitor MCMA’s performance. Governing Law, Jurisdiction and Sovereign Immunity. Certain Client investors admitted to a Client may enjoy sovereign or other immunities and privileges under United States or foreign law and may claim to be or insist on being restricted in their ability to submit to the jurisdiction of particular courts and tribunals, including those designated in the applicable Governing Documents. These factors may make it substantially more difficult for the General Partner, MCMA or a Client to enforce the contractual obligations of a Client investor. Limited Transferability of Interests. There will typically be no public market for a Client’s interests, and none is expected to develop. Subject to a Client’s applicable Governing Documents, there are substantial restrictions upon the transferability of Client interests under the Governing Documents and applicable securities laws. Public Disclosure. Some of the Client interests will be held by Client investors, such as public pension plans and listed investment vehicles, that are subject to public disclosure requirements. The amount of

information about their investments (including debt fund investments) that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that disclosure of confidential information relating to a Client, including information related to its issuer or investments or potential investments, results from Client interests being held by public Client investors, such Client may be adversely affected. The General Partner may in its sole discretion, in order to prevent any such potential disclosure, withhold all or any part of the information otherwise to be provided to such public Client investors. Reliance on the Investment Manager and Portfolio Company Management. Control over the operation of a Client will be vested entirely with MCMA, in its capacity as such Client’s investment manager, as delegate of the General Partner, and such Client’s future profitability will depend largely upon the business and investment acumen of the senior management employees of MCMA. The loss of service of one or more of such senior management employees could have an adverse impact on a Client’s ability to realize its investment objectives. Client investors generally have no right or power to take part in the management of a Client, and, as a result, the investment performance of a Client will depend entirely on the actions of MCMA. Although MCMA will monitor the performance of each Client investment, it will primarily be the responsibility of each portfolio company’s management team to operate the portfolio company on a day-to-day basis and equity sponsors, who control the boards of directors of their respective portfolio companies, to select qualified management for such portfolio companies. While it is MCMA’s intent to invest in portfolio companies with proven operating management in place, there can be no assurance that such management will continue to operate successfully. Further, a Client’s ability to exercise influence over its portfolio companies may be extremely limited. Expenses May be a High Percentage of Assets; Expenses in Addition to Commitments. The operating expenses of a Client may represent a high percentage of such Client’s net assets. It is possible that a Client may have investment gains while such Client’s net asset value may not increase or may even decrease due to high expenses. Significant Default Penalties. A Client’s applicable Governing Document typically contains significant penalties in the event a Client investor defaults on its capital commitment or other payment obligations. In addition to losing its right to potential distributions from a Client, a defaulting Client investor may be subject to various remedies, including being forced to transfer its interest in such Client for an amount that is less than the fair market value of such interest and that may be paid over a period of many years, as provided in the applicable Governing Document. Failure to Client Capital Commitments; Consequences of Default. Subject to a Client’s applicable Governing Documents, a Client’s investments may require capital calls on Client investors over an extended period of time. If Client investors fail to fund their capital commitment obligations when due, a Client’s ability to complete its investment program or otherwise to continue operations may be substantially impaired. A default by a substantial number of Client investors or by one or more Client investors who have made substantial capital commitments would limit opportunities for investment diversification and could reduce returns to a Client. In addition, if the capital contributions made by non-defaulting Client investors and borrowings by a Client are inadequate to cover the defaulted capital contribution, such Client may be unable to pay its obligations when due, and as a result, such Client may be subject to significant penalties. Dilutions from Subsequent Closings. Subject to a Client’s applicable Governing Documents, Client investors admitted to a Client at subsequent closings will participate in then-existing investments of such Client, thereby diluting the interest of existing Client investors in such investments. Although any such new Client investor will be required to make a payment equal to its pro rata share of previously made capital contributions, there can be no assurance that this contribution will reflect the fair value of a Client’s existing investments at the time of such contributions.

Performance-Based Compensation; Management Fee. The receipt of Performance-Based Compensation from the Clients may create an incentive for MCMA to make riskier or more speculative investments on behalf of the Clients than would be the case in the absence of this arrangement. In addition, certain MCMA personnel may be entitled to receive or may receive a portion of the Performance-Based Compensation as a result of their activities related to a Client portfolio. As a result, it is possible that Performance-Based Compensation may create an incentive for such persons to seek out more speculative investments for a Client. Performance-Based Compensation may also incentivize MCMA to overvalue assets in order to increase the amount of its Performance-Based Compensation. The performance on which PerformanceBased Compensation is calculated may, in certain circumstances, include unrealized appreciation and depreciation of investments that may not ultimately be realized and as a result may create an incentive for MCMA to time investments, and the realization of investments, so as to maximize Performance- Based Fees rather than the returns of a Client. Subject to a Client’s applicable Governing Documents, MCMA may be entitled to receive a Management Fee that is based on the length of time an investment is held, which may create an incentive for MCMA to cause the Client to hold an investment for longer than would otherwise be the case. There can be no assurance that any investment returns will be achieved, and investors may lose all or part of their capital invested in the Client. Brokers and Custodians. Client’s assets may be held in accounts maintained for the Client by certain banks, broker-dealers and other financial institutions. These financial institutions are subject to various laws and regulations in various jurisdictions, some of which are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and regulations and their application to the Client’s assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved, and the range of possible factual scenarios involving the insolvency of one of these financial institutions, their agents or affiliates, it is impossible to generalize about the effect of their insolvencies on the Client and its assets. Investors should assume that the insolvency of any one of the Client’s service providers could result in the loss of all or a substantial portion of the Client’s assets held by or through such entity. Hedging. Subject to a Client’s applicable Governing Documents, MCMA may (but is not obligated to) endeavor to manage a Client’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. Such Client may incur costs related to such hedging arrangements, which may be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. No risk control system is fail-safe, and no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. Where a Client intends to make primarily debt investments, such Client will typically be permitted under the applicable Governing Documents to engage in certain hedging transactions, which are intended to reduce such Client’s interest rate or currency exposure; however, there is no obligation to enter into any such transactions. Any hedging transaction into which such Client enters may be imperfect, leaving such Client exposed to some risk from the position that was intended to be protected. The successful use of hedging strategies depends upon the availability of a liquid market and appropriate hedging instruments and there can be no assurance that such Client will be able to close out a position when deemed advisable by MCMA. In addition, a Client’s portfolio companies may enter into derivative transactions which may expose such Client to additional risk. In some cases, particularly in OTC contexts, hedging arrangements will subject a Client to the risk of counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Client to additional liquidity risks.

Certain hedging arrangements may create for MCMA and/or one of its affiliates a registration or exemption obligation with the U.S. Commodity Futures Trading Commission (“CFTC”) or other regulator. European Market Infrastructure Regulation. On August 16, 2012, the European Market Infrastructure Regulation (EU No. 648/2012) (“EMIR”) entered into force. EMIR introduced certain requirements in respect of derivative contracts, which apply primarily to “financial counterparties” such as EU authorized investment firms, credit institutions, insurance companies, UCITS (the Undertakings for the Collective Investment in Transferable Securities) and AIFs (such as the treaty fund and the master fund) managed by EU authorized alternative investment fund managers, and “non-financial counterparties”, which are entities established in the EU that are not financial counterparties. Broadly, EMIR’s requirements in respect of derivative contracts are (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts (such as the exchange and segregation of collateral); and (iii) reporting and record-keeping requirements in respect of all OTC derivative contracts. The Clients may enter into OTC derivative contracts falling under EMIR. It is difficult to predict the full impact of these regulatory developments on the Clients. Prospective investors should be aware that the regulatory changes arising from EMIR may, in due course, significantly raise the costs of entering into certain classes of derivative contracts and may adversely affect the Clients’ ability to engage in transactions in derivatives. Futures Contract Risks. The Clients may hold positions in futures contracts from time to time. A principal risk in holding positions in futures contracts is the traditional volatility and rapid fluctuation in market prices. The profitability of such positions will depend primarily on fluctuations in market prices. Price movements for futures are influenced by, among other things, governmental trade, fiscal, monetary and exchange control programs and policies, weather and climate conditions, changing supply and demand relationships, U.S. national and international political and economic events, changes in interest rates and the changing philosophies and emotions of market participants. In addition, governments from time to time intervene, directly and by regulation, in certain futures markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in the financial instrument and currency markets, and such intervention (as well as other factors) may cause these markets to move rapidly. The Clients’ ability to utilize commodity interests is expected to be limited by certain exemptions from registration as a commodity pool operator, which may preclude the Clients from using commodity interests in a profitable manner. Alternative Investment Fund Managers Directive. The AIFMD regulates the activities of certain private fund managers undertaking fund management activities or marketing fund interests to investors within the European Economic Area (“EEA”). As certain Clients will be subject to AIFMD and will be marketed to investors domiciled or having their registered office in the EEA: (i) such Clients and MCMA will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which will result in such Clients incurring related costs and expenses, including the cost of such Clients’ alternative investment fund manager, depositary and administrative agents based in the EEA; (ii) the Clients and MCMA may become subject to additional regulatory or compliance obligations arising under non-U.S. national law in certain EEA jurisdictions, which would result in the Clients incurring additional costs and expenses or may otherwise affect the management and operation of the Clients; (iii) MCMA and the AIFMs may be required to make detailed information relating to the Clients and their investments available to regulators and third parties; and (iv) the AIFMD will also restrict certain activities of the Clients in relation to EEA portfolio companies which may in turn affect operations of the Clients generally. AIFMD requires the AIFMs to establish a leverage policy using tests set out in applicable regulations. Under the AIFMD leverage policy, the maximum level of “leverage” (i.e., total assets divided by capital commitments) which such Client is entitled to employ will not exceed 300% of such Client at any time using the “commitment” methodology and the “gross” methodology as set out in AIFM Regulation. This AIFMD leverage policy is in addition to any restrictions on borrowing applicable to such Client as set forth in the relevant Governing Agreements.

European Commission Action Plan on Financing Sustainable Growth. The European regulatory environment for alternative investment fund managers and financial services firms continues to evolve and increase in complexity, making compliance more costly and time-consuming. The European Commission has introduced Regulation 2019/2088 relating to transparency and disclosure obligations for investors, funds and asset managers in relation to environmental, social and governance factors (the “SFDR”). In addition, on July 6, 2021 the European Commission published its “strategy for financing the transition to a sustainable economy”, which built on previous initiatives and reports including the European Commission’s March 2018 Action Plan on Financing Sustainable Growth (collectively, the “EU Action Plan”), to set out an updated EU strategy for sustainable finance. The EU Action Plan identified several legislative initiatives, including the SFDR, which began to apply from March 10, 2021, and the regulation on the establishment of a framework to facilitate sustainable investment (2020/852) (the “Taxonomy Regulation”), which began to apply in respect of the first two environmental objectives from January 1, 2022. Both the SFDR and the Taxonomy Regulation are intended to produce greater transparency for investors in assessing the environmental and social impacts of their investments. The SFDR requires transparency with regard to the integration of sustainability risks and the consideration of adverse sustainability impacts in an alternative investment fund manager’s processes and the provision of sustainability-related information with respect to alternative investment funds, which may have an impact on AIFMs and certain Clients and their ability to achieve their investment objectives. Compliance with frameworks of this nature may create an additional compliance burden and costs to funds and/or fund managers because of the need to collect certain information to meet the disclosure requirements. In addition, where there are (i) uncertainties regarding the operation of the framework, (ii) a lack of official, conflicting or inconsistent regulatory guidance, (iii) a lack of established market practice and/or (iv) data gaps or methodological challenges affecting the ability to collect relevant data, in each case, funds and/or fund managers may be required to engage third party advisors and/or service providers to fulfill the requirements, thereby exacerbating any increase in compliance burden and costs. To the extent that other applicable jurisdictions enact similar laws and/or frameworks, there is a risk that certain Clients may not be able to maintain alignment of a particular investment within such frameworks, and/or may be subject to additional compliance burdens and costs, which might adversely affect the investment returns of these Clients. AIFM is subject to the requirements of SFDR, which include: (i) publishing information on its website about its policies on the integration of sustainability risks in its investment decision-making process, (ii) publishing on its website: (A) a detailed statement on its due diligence policies with respect to principal adverse impacts of investment decisions on sustainability factors, taking into account the size, nature and scale of their activities, or (B) clear reasons for why it does not do so, including, where relevant, information as to whether and when it intends to consider such adverse impacts, (iii) publishing on its website and including in its remuneration policies (as maintained in accordance with sectoral legislation), information on how remuneration policies are consistent with the integration of sustainability risks, and (iv) ensuring that marketing communications do not contradict the information disclosed pursuant to the SFDR. The SFDR also requires alternative investment fund managers to include sustainability related information on the alternative investment fund’s pre-contractual disclosures and periodic reports, and, depending on the strategy of its alternative investment fund(s), on websites. Environmental, Social and Governance Matters. A series of initiatives are ongoing at the EU level to implement the SFDR and the regulation on the establishment of a framework to facilitate sustainable investment (2020/852) (“Taxonomy Regulation”). Both the SFDR and Taxonomy Regulation have a staggered application. Although a majority of SFDR has a direct effect from March 10, 2021, its practical implementation relies on the Regulatory Technical Standards (“SFDR RTSs”) 1. The same holds true for

Commission Delegated Regulation (EU) 2022/1288 of 6 April 2022 supplementing Regulation (EU) 2019/2088 of the European Parliament and of the Council with regard to regulatory technical standards specifying the details of (i) the content and presentation of the information in relation to the principle of 'do no significant harm', (ii) the

the Taxonomy Regulation, which is also, in part, implemented by the SFDR RTSs. The SFDR RTSs will start applying from January 1, 2023, but there remains considerable uncertainty as to their application. As such, AIFMs and certain Clients will have to continue monitoring the latest developments with respect to, and assess the impact of, the SFDR, the SFDR RTSs and the Taxonomy Regulation and, if need be, may need to re-evaluate the classification of certain Clients. As a result of this uncertainty, it is also difficult to assess the costs of compliance with the SFDR (including the SFDR RTSs) and the Taxonomy Regulation by AIFMs and certain Clients. Moreover, there is also a risk that certain Clients’ SFDR classification will affect the pool of investors such Clients will be able to target. On August 2, 2021, a number of delegated regulations that are part of the EU Action Plan and, amongst others, amend the MiFID II Delegation Regulation 2017/565 (“Level 2 MiFID II”) and the Commission Delegated Regulation (EU) 231/2013 (“Level 2 AIFMD”), were published in the Official Journal of the EU. The relevant regulations require ESG considerations and sustainability risks to be integrated into the respective internal organizations of asset managers and investment firms and apply from August 1, 2022, August 2, 2022, and November 22, 2022, respectively. Compliance with the SFDR (including the SFDR RTSs), the Taxonomy Regulation and any other applicable ESG-related legislation or regulations is expected to result in increased legal, compliance, reporting and other associated costs and expenses which will be borne by certain Clients and may reduce investor returns. To the extent applicable, certain Clients will bear the costs and expenses of compliance with the SFDR, the Taxonomy Regulation and any other applicable ESG-related legislation or regulations, including costs and expenses of monitoring their application to such Clients, collecting and calculating data and the preparation of policies, disclosures and reports, in addition to other matters that relate solely to marketing and regulatory matters. AIFMs reserve the right to adopt such arrangements as they deem necessary or desirable to comply with any applicable requirements of the SFDR, the Taxonomy Regulation and any other applicable ESGrelated legislation or regulations. Impact of Sustainability Risk. On occasion, certain investments that may be made by the Clients may be negatively impacted by “Sustainability Risks” (ESG events or conditions that, if they occur, could cause an actual or a potential material negative impact on the value of the Client’s investments) in a manner that may be unpredictable. Sustainability Risks may impair the value of the investments made by the Client, including the loss of the entire amount invested in a portfolio company or sector. Sustainability Risks may arise and impact a specific investment made by the Client or may have broader impact on an economic sector, geographical regions or countries, which, in turn may adversely impact the Client’s investments. The risks posed by climate change and other ESG issues may lead to proposals for increasing governmental regulation and proposals for additional taxation and/or unfunded governmental spending to finance transition to carbon neutrality, and it is expected that such future regulation, governmental spending and/or taxation may increase, leading to additional direct and indirect costs for certain Clients, whether or not following an ESG led or influenced investment policy. Rights Against Service Providers. Misconduct by service providers to Clients and/or their respective affiliates could cause significant losses to such Clients. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Clients, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing content, methodologies and presentation of information in relation to sustainability indicators and adverse sustainability impacts, and (iii) the content and presentation of the information in relation to the promotion of environmental or social characteristics and sustainable investment objectives, in each case, in pre-contractual documents, on websites and in periodic reports.

activities of such Clients, and non-compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Clients. MCMA has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurances can be given that MCMA will be able to identify or prevent such misconduct. Client investors will only be able to exercise their rights directly against a Client and will generally not have any direct contractual rights against the service providers of such Client appointed from time to time. The foregoing is without prejudice to other rights which Client investors may have under ordinary rules of law. General Tax Considerations. Tax charges and withholding taxes in various jurisdictions in which a Client will be deemed to invest will affect the level of distributions made to it and accordingly to the Client investors. No assurance can be given as to the level of taxation suffered by a Client or its investments. Other Tax Risks. An investment in a Client typically involves complex U.S. federal, state and local and foreign income tax considerations that will differ for each Client investor. Prospective investors are advised to seek the advice of a qualified expert on matters of U.S. federal, state and local and foreign taxation of a Client and ownership of Client interests. In judging whether to invest in a Client, a prospective investor should consider the tax consequences thereof which include, but are not limited to: (i) the possibility of adverse changes or interpretations in applicable tax laws; (ii) the possibility that a Client investor may be required to file tax returns and pay tax in state, local and/or non-U.S. jurisdictions in which a Client’s assets are deemed to be located and/or where such Client is considered to be conducting business or otherwise has a taxable nexus; (iii) the possibility that the Client interests could decline in value with a Client investor realizing a capital loss if a Client is liquidated or the Client investor disposes of its interests, with limitations on the deductibility of any such capital loss; (iv) the possibility of substantial taxation of a Client or Client investors, including imposition of state, local and non-U.S. taxes (including withholding taxes), alternative minimum taxes and the net investment income tax; and (v) the possibility that the allocations of a Client’s income, gain, loss, deduction and credit to the Client investors will not be respected. It is possible that an audit of a Client’s income tax returns by the IRS or other tax authority, if conducted, may result in a material increase in taxable income (or a decreased loss) to a Client investor than what was initially reported to the Client investor by such Client. Such an audit may also result in an audit of a Client investor’s personal income tax returns. Client investors will not be indemnified for any taxes, penalties and interest that arise in connection with any audit. In the event of an audit, the tax treatment of all of a Client’s items may be determined at the Client level in a single proceeding rather than in separate proceedings with each Client investor. The General Partner will take primary responsibility for contesting U.S. federal income tax adjustments proposed by the IRS, to extend the statute of limitations as to all investors and, in certain circumstances, the General Partner may be able to bind investors to a settlement with the IRS. Client investor’s participation in administrative or judicial proceedings relating to the Client items would be restricted. Recourse to Client Assets. Subject to any limitations set forth in the applicable Governing Documents, a Client’s assets, including, without limitation, all investments made by such Client and any capital held by such Client, are available to satisfy all liabilities and other obligations of such Client. If such Client itself becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to all of such Client’s assets. Indemnification Obligations of the Clients. Except as otherwise required by law, none of the indemnified parties under a Client’s applicable Governing Documents will be liable to a Client or any Client investor for any act or omission by it, except to the extent set forth in such Governing Documents. A Client and the Client investors will indemnify each indemnified party for any loss or damage incurred by such indemnified party on behalf of such Client or in connection with such Client’s or the General Partner’s activities, except to the extent set forth in the applicable Governing Documents.

The General Partner may require a Client investor (including any former Client investor) to return distributions made to such Client investor (or former Client investor), for the purpose of meeting such Client investor’s pro rata share of a Client indemnity obligation or other obligation, subject to the limitations set forth in the applicable Governing Documents. The General Partner may cause a Client to purchase, at such Client’s expense, insurance to cover indemnified parties against liability for their actions on behalf of such Client. Execution Risks and Trade Errors. In order to seek positive returns in global markets, the Firm’s trading and investment for the Client may involve multiple instruments, multiple brokers and counterparties and multiple strategies. As a result, the execution of the trading and investment strategies employed by the Firm for the Client may often require rapid execution of trades, high volume of trades, complex trades, difficult to execute trades and use of negotiated terms with counterparties (such as in the use of derivatives and the execution of trades involving less common or novel instruments), all of which can pose risks. For instance, in light of the high volumes, complexity and global diversity involved, some slippage, errors and miscommunications with brokers and counterparties may occur and could result in losses to the Client. In such circumstances, the Firm will evaluate the merits of potential claims for damage against brokers and counterparties who are at fault and, to the extent practicable, will seek to recover losses from those parties, but this may not succeed. In its discretion, the Firm may choose to forgo pursuing claims against brokers and counterparties on behalf of the Client for any reason, including, without limitation, the cost of pursuing claims relative to the likely amount of any recovery and the maintenance of its business relationships with brokers and counterparties. Fund Advisory Committee. Certain Clients have advisory committees that consist of representatives of certain investors in such Clients. Although any such Client advisory committee is intended to act as the representative of the Client investors, such committee may not have the same interests as all Client investors and members may act in the interests of the Client investor that they represent. In addition, such Client advisory committee cannot be expected to be expert in the types of investments that a Client is expected to make, and certain of its determinations may, in fact, adversely affect the performance of such Client. Nonetheless, subject to a Client’s applicable Governing Documents, the actions of any Client advisory committee are generally binding on the Client investors. Limitations and Risks Associated with Sustainability Ratings and Exclusionary Criteria. Any decisions made by each of MCMA and a Client’s AIFM regarding the classification and the applicable disclosure requirements under the SFDR and the Taxonomy Regulation are based on a good faith assessment by each such party, and further based on information available to each such party and the market practice at the time any such decision is made. The requirements of SFDR, and in particular the boundaries between the different categories under SFDR are not free from doubt and may change over time and, therefore, adjustments to an applicable Client's classification may be made due to these uncertainties. Additionally, the investment process supporting any such Client’s investment strategy requires data from third party sources regarding ESG matters. Changes to SFDR or the ability of data providers to supply that data may also result in changes to a Client’s classification. There is, therefore, a risk that a Client’s classification under SFDR may change in the future, and investors should recognize that their commitment to such Client is a binding contractual obligation irrespective of such Client’s current or future SFDR classification. Should the classification of such Client change, this may result in such Client having to amend its SFDR and Taxonomy Regulation disclosures. Prospective investors should be aware that SFDR and the Taxonomy Regulation are (i) part of a disclosure regime and should not be relied on as a product labelling regime or as imposing additional obligations other than disclosure requirements in relation to ESG matters, and (ii) further subject to ongoing uncertainties and evolution in material regards as underlying rules and guidance are finalized or issued over time. Uncertain Economic and Political Environment. The current global economic and political climate is one of uncertainty. Acts of terrorism in the United States and abroad, the threat of additional terrorist strikes and the fear of prolonged global conflict have exacerbated volatility in the financial markets and caused

consumer, corporate and financial confidence to weaken, increasing the risk of a “self-reinforcing” economic downturn. The climate of uncertainty may reduce the availability of potential investment opportunities and increases the difficulty of modeling market conditions, which in turn reduces the accuracy of MCMA’s financial projections. Furthermore, the uncertainty may have an adverse effect upon the portfolio companies in which a Client makes investments. Public Health Crisis; COVID-19. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and the novel coronavirus (“COVID-19”), have resulted in market volatility and disruption have caused significant disruptions in the global supply and demand chains, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to one or more investments and a Client. Any outbreak of any infectious disease or any other serious public health concern, together with any resulting restrictions on travel or quarantines imposed, could have a negative impact on economic and market conditions and trigger a period of global economic slowdown. Any such economic impact could adversely affect the performance of a Client’s investments and, as a result, material uncertainty and risk with respect to a Client’s investments, and thereby the Client’s overall performance and financial results. In addition, the resulting financial and economic market uncertainty may adversely affect the valuations of investments made by the Client and the Other Monroe Client. Failure of Financial Service Providers. The failure of a bank, lender, broker, custodian or other financial service provider (each, a “Financial Service Provider”), like that of SVB and Signature in March 2023 and First Republic Bank in May 2023, with which a Client or its investments have a commercial relationship could adversely affect, among other things, the Client’s investments’ ability to access deposits, establish new lines of credit or utilize existing lines of credit (or the costs and terms associated with such lines of credit), consummate transactions and meet obligations, which in turn could have a material adverse impact on the Client and its investments. While the Client will seek to utilize Financial Service Providers that it believes are creditworthy and capable of fulfilling their obligations to the Client, the failure of a Financial Service Provider may be caused by a variety of factors that are outside of the Client’s control, including negative market sentiment, a rapidly changing interest rate environment, a “run” on withdrawals, fraud, increase in defaulted loans, poor performance or accounting irregularities. Failure of a Financial Service Provider could also hinder the ability of investors in the Client to satisfy capital calls, which could lead to shortfalls in the Client’s available cash and other disruptions to the Client’s operations. Assets held by regulated Financial Service Providers in the United States are frequently insured up to stated amounts by organizations such as the FDIC, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers. Although governmental intervention resulted in additional protections for depositors in connection with the failures of SVB and Signature in March 2023, there is no guarantee that there will be such governmental intervention in the future or that such governmental intervention will avoid the risk of loss of, or delays in accessing, uninsured amounts. Neither the Client nor its investments expect to limit deposit or other accounts at any particular Financial Service Provider to the minimum insured amounts. As a result, the Client and its investments are subject to losses in respect of uninsured accounts in the event of Financial Service Provider failures. The Client’s and its investments’ ability to spread its banking and other financial relationships among multiple Financial Service Providers may be limited by certain contractual arrangements, including requirements of credit facilities (e.g., “subscription” lines) and other business, operational and administrative considerations. Inflation Impacts. Certain of the Clients’ portfolio companies may be in industries that may be impacted by inflation, such as consumer goods and services and manufacturing. These portfolio companies may not be able to pass on to customers increases in their costs of operations which could greatly affect their operating results, impacting their ability to repay the Clients’ loans. In addition, any projected future decreases in the Clients’ portfolio companies’ operating results due to inflation could adversely impact the

fair value of those investments. Any decreases in the fair value of the Clients’ investments could result in future unrealized losses. Additionally, economic events will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which companies and their investments are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Inflation that occurs in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the U.S. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. Uncertainty can result in or coincide with, among other things: substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; and recessions. Market Disruption and Geopolitical Risk. Various social and political tensions in the United States and around the world may contribute to increased market volatility, may have long-term effects on worldwide financial markets and may cause further economic uncertainties in the United States and worldwide. The AIFM and the Firm do not know when or for how long the financial markets will be affected by such events and cannot predict the effects of any such events in the future on the global economy and securities markets. Many countries have undergone a substantial political and social transformation and there can be no assurance that the economic, educational and political reforms necessary to complete political and economic transformation will continue. The state of development of certain political systems outside of the United States makes them susceptible to changes and potential weakening from economic hardship and social instability. In certain countries, the extent of the success of economic reform is difficult to evaluate. Information on these economies is often misleading, contradictory or absent. In certain countries, much of the workforce remains under-employed or unemployed. Continued unemployment could cause civil unrest and could hinder the ability of various governments to keep deficit spending in check. Such market volatility and political uncertainty could have an adverse effect on the Clients’ ability to achieve their investment objectives. Risk of U.S. Credit-Rating Downgrades; U.S. Government Shutdown. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States. Although U.S. lawmakers passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States. The impact of this or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. Absent further quantitative easing by the Federal Reserve, these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to U.S. Foreign Policy. Developments in U.S. trade policy and diplomatic relations between the United States and other nations may have unforeseen and unexpected consequences on the United States and global economies. As a recent example, there is considerable uncertainty at present regarding the imposition of tariffs on imports by the U.S. government, countermeasures by countries subject to such tariffs, and the effects of such developments on international trade and the domestic economies of the United States and such other countries. It is not possible to predict the impact these or similar future events will have on the United States and other economies, specific industries, the Clients or their investments from an economic, tax or regulatory perspective, but any such impact could be material and adverse for the Clients and their investments. U.S. Outbound Investment Security Program. 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 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. The Outbound Investment Security Program will result in legal obligations and reporting requirements relating to new transactions involving such entities. Even through the Clients focuses predominantly on investment opportunities across North America and Europe, it is possible that the Outbound Investment Security Program will negatively impact the Clients’ operations or its ability to make and exit their investments if the Clients or any underlying assets of any portfolio company make any outbound investment beyond these geographic areas. Furthermore, given the program’s infancy and its evolving interpretation and implementation, it is unclear how it, and any related future regulations, will be interpreted, amended, and implemented by the U.S. government. Enhanced Scrutiny and Regulations of the Private Fund and Financial Services Industries. The global financial markets have in recent years gone through pervasive and fundamental disruptions that have led to extensive governmental intervention. Such intervention was in certain cases implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, certain of these interventions have been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the “DoddFrank Act”), which aims to reform various aspects of the U.S. financial markets, covers a broad range of market participants including investment advisers (registered and unregistered) such as the Firm. The Dodd-Frank Act is comprehensive in scope (including the so-called “Volcker Rule,” providing significant changes to the structure of federal financial regulation and new substantive requirements that apply to a broad range of market participants, including private investment funds). Significantly, the DoddFrank Act also mandates significant changes to the authority of the U.S. Federal Reserve System (the “Federal Reserve”) and the SEC as well as enhanced oversight and regulation of banks and non-bank financial institutions. This enhanced oversight and regulation and the need for significant additional rulemaking by various governmental bodies is creating uncertainty in the financial markets and, in particular, in the private fund industry. Among other things, such uncertainty may result in enhanced compliance risks. Additional legislative and regulatory action is likely, as growth of the private fund industry, and the increasing size and reach of transactions, as well as the increased attention to private funds, has prompted governmental and public attention to the private fund industry and its practices. Changes to securities laws and regulations could occur during the term of a Client and may adversely affect the Client and its ability to operate and/or pursue its investment strategies. Such risks are often difficult or impossible to predict,

avoid or mitigate in advance. The effect on Clients of any such regulatory or legal changes could be substantial and adverse. In addition, as alternative asset managers become more influential participants in the U.S. and global financial markets and economy generally, the private funds industry has been subject to criticism by some politicians, regulators and market commentators. There have been similar concerns expressed in other European countries. Various federal, state and local agencies have been examining the role of placement agents, finders and other similar private equity service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. The private fund industry has been subject to increased political and regulatory scrutiny. For example, in addition to the U.S. legislation described above, other jurisdictions, including many European jurisdictions, have proposed modernizing financial regulations that have called for, among other things, increased regulation of and disclosure with respect to, and possibly registration of, private funds. There is therefore a material risk that regulatory agencies in Europe, the United States 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 the Clients. In summary, regulation generally as well as regulation more specifically addressed to the private fund industry, including tax laws and regulation, whether in Europe, the United States or elsewhere, could increase the cost of making, holding or divesting investments, the profitability of enterprises and the cost of operating the Clients. Additional regulation could also increase the risk of third-party litigation. The transactional nature of the business of the Clients exposes them, the General Partners, the Firm and each of their respective affiliates generally to the risks of third-party litigation. Amendments to banking, lending, investment and other relevant laws and regulations could alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an investment situation or the availability of investment opportunities. In addition, market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the investment industry in general. It is impossible to predict what, if any, changes in the regulations applicable to the Clients, the markets in which it trades and invests or the counterparties with which it does business may be instituted in the future. Any such regulations could have a material adverse impact on the profit potential of a Client. Monetary Policy and Governmental Intervention Affecting the Broader Investment Climate. The Board of Governors of the Federal Reserve and certain non-U.S. central banks, including the European Central Bank, take governmental actions to stabilize markets and seek to encourage economic growth. Actions by the Federal Reserve and other central banks, including changes in policies, may continue to have a significant effect on interest rates and on the United States and world economies generally, which in turn may affect the performance of a Client’s investments on an absolute and/or relative basis. In addition, the consequences of the extensive changes to the regulation of various markets and market participants contemplated by legislation and increased regulation arising out of the global financial crisis have not been fully implemented in all cases and therefore the ultimate effects thereof are difficult to predict or measure with certainty. Recently, certain U.S. banks, citing Federal Reserve liquidity requirements and/or the costs and/or decreased profitability of holding capital deposits, have pursued imposing a negative interest rate and/or a balance sheet utilization fee on certain deposits from certain institutional customers. Other nonU.S. banks have also adopted similar measures. Negative interest rates and/or fees of this type could have an adverse effect on private equity funds such as the Clients. Clients may be forced to bear such costs, effectively losing money on cash deposits, or seek to find alternative means of holding short-term reserves and cash balances. Such alternative arrangements may bear greater risk of loss of principal, longer lock-up periods (e.g., money market funds or certificates of deposit) or other less favorable terms. In addition, as a

result of the foregoing, Clients may choose to keep less cash or reserves on hand which could result in a greater frequency of capital calls from Client investors and/or greater reliance on borrowing, along with related costs. Electronic Delivery of Certain Documents. Subject to a Client’s applicable Governing Documents, Client investors will typically be required to (i) consent in their subscription agreement to the electronic delivery of various documents, including without limitation, Client investor communications, Schedules K-1, Client investor reports, potential amendments/waivers, privacy notices and any other documents or information to be provided to such Client investor that relate to MCMA and/or any of its affiliates or such Client investor’s investment in a Client (collectively, the “Investment Documents”) and (ii) agree that such electronic delivery will be in place of delivery of such Investment Documents in paper form. The term of this consent will be indefinite, but the General Partner may terminate this consent at any time by notifying such Client investor in writing. This consent to electronic delivery will extend to delivery of Investment Documents now and in the future, whether such delivery is (now or in the future) required by law, or is not required but is made by the General Partner to provide such Client investor with additional information. There are certain costs (e.g., online time) and possible risks (e.g., slow downloading time, hacking, computer viruses and system outages) associated with electronic delivery. Moreover, the General Partner cannot provide any assurance that these communication methods are secure and will not be responsible for any computer viruses, problems or malfunctions resulting from any computer viruses or related problems that may be associated with the use of an internet-based system. Cybersecurity Risk. Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level, and will likely continue to increase in frequency in the future. The occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on MCMA’s ability to conduct business and on MCMA’s results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of Monroe employees were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised. MCMA, its affiliates and their respective portfolio companies and service providers and other market participants depend heavily on complex computer systems to perform necessary business functions, including, but not limited to possible electronic subscription document services. Despite the implementation of a variety of security measures, MCMA’s computer systems could be subject to cyberattacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, MCMA may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, MCMA’s computer systems and networks, or otherwise cause interruptions or malfunctions in MCMA’s operations, which could result in damage to MCMA’s reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss, and in turn financial losses to the Clients. A disaster or a disruption in the infrastructure that supports MCMA’s business, including a disruption involving electronic communications or other services used by MCMA and/or its affiliates or third parties with whom MCMA and/or its affiliates conduct business, or directly affecting MCMA headquarters, could have a material adverse impact on MCMA’s ability to continue to operate its business without interruption. MCMA’s disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse MCMA for our losses, if at all. Third parties with which MCMA and/or its affiliates do business may also be sources of cybersecurity or other technological risk. MCMA and/or its affiliates outsource certain functions and these relationships

allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. While MCMA engages in actions to reduce its exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cybersecurity incident that affects our data, resulting in increased costs and other consequences as described above. Moreover, the increased use of mobile and cloud technologies due to the proliferation of remote work resulting from the COVID-19 pandemic could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and unpredictable. Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt MCMA’s operations, the operations of a portfolio company or the operations of MCMA and/or its affiliates or their respective service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Extended periods of remote working, whether by MCMA and/or its affiliates or by their respective service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Accordingly, the risks described above are heightened under current conditions. MCMA has implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as MCMA’s increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that MCMA’s and/or its affiliates’ and/or Clients’ financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, cybersecurity has become a top priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. Compliance with such laws and regulations may result in cost increases due to system changes and the development of new administrative processes. If MCMA or certain of its affiliates fail to comply with the relevant laws and regulations, MCMA and/or its affiliates could suffer financial losses, a disruption of MCMA’s business, liability to investors, regulatory intervention or reputational damage. Risks Related to Data Breaches. MCMA is subject to numerous laws in various jurisdictions relating to privacy and the storage, sharing, use, processing, disclosure and protection of information that MCMA and/or its affiliates hold. The European Union’s (the “EU”) General Data Protection Regulation, the Cayman Islands Data Protection Law, 2017, and the California Consumer Privacy Act of 2018 are recent examples of such laws, and MCMA anticipates new privacy and data protection laws will be passed in other jurisdictions in the future. In general, these laws introduce many new obligations on MCMA and its affiliates and service providers and create new rights for parties who have given us their personal information, such as investors and others. Breach of these laws could result in significant financial penalties for MCMA and/or its affiliates. As interpretation of these laws evolves and new laws are passed, MCMA could be required to make changes to its business practices, which could result in additional risks, costs and liabilities to MCMA and adversely affect investment returns. While MCMA intends to comply with its privacy and data protection obligations under the privacy and data protection laws that are applicable to it, it is possible that MCMA will not be able to accurately anticipate the ways in which regulators and courts will apply or interpret these laws. A violation of applicable privacy and data protection law could result in negative publicity and/or subject MCMA and/or its affiliates to significant costs associated with litigation, settlements, regulatory action, judgments, liabilities and/or penalties. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL OF THE INVESTMENT RISKS MCMA AND ITS CLIENTS ARE EXPOSED TO AS A PART OF MCMA’S BUSINESS.

MC Advisors serves as the investment advisor to three (3) business development companies: (i) Monroe Capital Corporation (“MC Corporation”) (NASDAQ: MRCC), a publicly traded 4 business development company; (ii) Monroe Capital Income Plus Corporation (“MC Income Plus”), a perpetual life, privately offered business development company s; and (iii) Monroe Capital Enhanced Corporate Lending Fund (“MLEND”), a perpetual-life, continuously offered, non-traded business development company. e MC Corporation, MC Income Plus and MLEND are collectively referred to herein as the “BDCs”. MCMA and MC Advisors currently share the same physical location and certain supervised persons. MC Advisors is wholly owned by MC Intermediate Holdco, which is in turn majority-owned by Momentum US Bidco (a majority-owned subsidiary of Wendel), and minority-owned by MC Investment Holdings. Messrs. Theodore L. Koenig, Mick Solimene, and Michael J. Egan, each of whom is a principal and Investment Committee member of MCMA, serve as investment committee members for MC Advisors, pursuant to a staffing agreement (the “Staffing Agreement”) between MCMA and MC Advisors. Under the terms of the Staffing Agreement, MCMA’s Investment Committee members provide MC Advisors services to enable MC Advisors to undertake and perform its business activities as an investment adviser to the BDCs. Such services include, the identification and analysis of investment opportunities, evaluation (conducting research and due diligence on prospective investments), structuring, monitoring, negotiation and conclusion of investment transactions, and monitoring of investments. Mr. Theodore L. Koenig is the Chairman and Chief Executive Officer of each respective BDC. Mr. Mick Solimene is the Chief Financial Officer and Chief Investment Officer of each respective BDC and also currently serves as managing director of MCMA. Both Messrs. Koenig and Solimene serve as interested board of directors for each respective BDC. In addition to the Staffing Agreement, MCMA provides the BDCs administrative services pursuant to administration agreements (the “Administration Agreements”) between MCMA and each respective BDC. Under the terms of the Administration Agreements, MCMA provides the BDCs office facilities and equipment and clerical, bookkeeping and record keeping and other administrative services at such facilities. Additionally, under the Administration Agreements, MCMA performs, and/or oversees the performance of, the BDCs’ required administrative services, which include, among other things, being responsible for preparing and maintaining the BDCs’ financial books and records, preparing stockholder reports and reports filed with the SEC. MCMA also assists in determining and publishing the BDCs’ net asset values, oversees the preparation and filing of tax returns, prints and disseminates reports to the BDCs’ stockholders and generally oversees the payment of the BDCs’ expenses and the performance of administrative and professional services rendered to the BDCs by others. MCMA also provides, on the BDCs’ behalf, managerial assistance to those portfolio companies that have accepted the BDCs’ offer to provide such assistance.

In consideration for the services provided to MC Advisors under the Services Agreement, MCMA does not receive any compensation. However, MCMA is reimbursed by MC Advisors for the out-of-pocket costs and expenses directly incurred in performing its obligations under the terms of the Services Agreement. In consideration for the administrative services provided to the BDCs under the Administration Agreements, MCMA does not receive any compensation. However, MCMA is reimbursed by each respective BDC for any out-of-pocket costs and expenses directly incurred in performing its obligations under the terms of the Administration Agreements, which generally are equal to an amount based on each respective BDC’s allocable portion of MCMA’s overhead in performing its obligations under the Administration Agreements, including rent, and the allocable portion of the cost of the BDCs’ Chief Financial Officer and Chief Compliance Officer and their respective staffs. In general, MCMA expects to conduct its activities in a manner that is separate and independent from the activities of MC Advisors. However, as stated above, certain of MCMA’s principals and employees provide investment advisory and other services and engage in various activities with respect to MC Advisors and its advisory clients, the BDCs. Additionally, MC Advisors’ advisory clients could from time to time invest in the same financial instruments or engage in the same or similar investment strategies as MCMA and/or its Clients. These activities could conflict with the transactions and strategies employed by MCMA and its employees and affiliates in managing Clients and could raise various other actual or potential conflicts of interest. Moreover, the time and effort of MCMA’s principals, Investment Committee members and other investment personnel and various other employees will not be devoted exclusively to MCMA’s business or the business of its Clients but will be allocated among MCMA, its Clients and MC Advisors and its clients, the BDCs. MCMA and MC Advisors address these and other conflict of interest by providing in its Code of Ethics that all supervised persons have a duty to act in the best interests of each Client and by providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under MCMA’s and MC Advisors’ written policies and procedures. Additional information about Monroe Capital BDC Advisors, LLC can be found in its respective Form ADV which can be found at www.adviserinfo.sec.gov. Horizon Technology Finance Management LLC MCMA has been registered as an investment adviser with the SEC under the Advisers Act since March 22, 2012, and is a Registered Commodity Pool Operator and an Exempt Commodity Trading Advisor with the National Futures Association. MCMA and its affiliates provide fundraising and marketing advice and services to HTFM, which may indirectly benefit Clients of HTFM. MCMA and its affiliates do not receive compensation for their advice and services. In general, HTFM expects to conduct its business and activities in a manner that is separate and independent from MCMA and its affiliates. However, as mentioned above, certain of HTFM’s principals, including Messrs. Koenig and Egan, are also principals of MCMA. To address any potential conflicts of interest that may arise, HTFM has adopted policies and procedures to resolve potential conflicts of interest in accordance with all applicable regulatory requirements and its fiduciary obligations to Clients. Affiliated Relying Advisers As stated in Item 4 of this Brochure, MCMA is affiliated with the Relying Advisers. Each Relying Adviser is registered with the SEC as investment advisers relying on MCMA’s investment adviser registration with the SEC pursuant to Rule 203A-2(b) of the Advisers Act and the SEC’s ABA No-Action Letter. Each Relying Adviser intends to conduct their activities in accordance with the Advisers Act and the rules thereunder.

Set forth below are the Relying Advisers: 1. Monroe Capital Management, LLC 2. Monroe Capital Asset Management LLC 3. Monroe Capital CLO Manager LLC 4. Monroe Capital CLO Manager II LLC 5. Monroe Capital Partners Fund Advisors, Inc. 6. Monroe Capital Real Estate Credit Advisors, LLC

Affiliated General Partners As stated in Item 4 of this Brochure, MCMA does not act as a general partner for any of its Clients. Instead, certain affiliates of MCMA, serve as a general partner to one or more of MCMA’s Clients and are regularly engaged in the business of sponsoring such Clients. In connection with such services, the applicable General Partner of each respective Client may receive Performance-Based Compensation (e.g., carried interest) described above in Item 5 of this Brochure. The specific payment terms and other conditions of the Performance-Based Compensation available to a General Partner are set forth in the applicable Client’s Governing Documents, side letters and/or fee agreements. Through common control, MCMA is affiliated with each Client’s respective General Partner. Additionally, as described above in Item 6 of this Brochure, the receipt of Performance-Based Compensation from Clients may create an incentive for the General Partners to cause such Clients to make riskier or more speculative investments than they would otherwise make in the absence of Performance-Based Compensation. Performance-Based Compensation also may incentivize the General Partners to overvalue assets in order to increase the amount of its Performance- Based Fees. Moreover, the performance on which Performance-Based Compensation are calculated may, in certain circumstances, include unrealized appreciation and depreciation of investments that may not ultimately be realized and as a result may create an incentive for the General Partners to time investments, and the realization of investments, so as to maximize Performance-Based Compensation rather than the returns of Clients. Lastly, each Client’s respective General Partner may be required to return excess amounts of Performance- Based Fees as a “clawback,” pursuant to the Client’s applicable Governing Documents. This clawback obligation may create an incentive for a General Partner to defer disposition of one or more investments or delay the liquidation of a Client if the disposition and/or liquidation would result in a realized loss to the Client or would otherwise result in a clawback situation for the General Partner. MCMA addresses these conflicts of interest by providing in its Code of Ethics that all supervised persons have a duty to act in the best interests of each Client, providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under MCMA’s written policies and procedures. Affiliated Loan Origination and/or Servicing Businesses Affiliates of MCMA and certain MCMA Clients and/or their portfolio companies may be engaged in the loan origination and/or servicing businesses. In connection with their lending activities, such loan origination and/or servicing businesses may receive certain fees, including, director’s fees, commitment fees, investment banking fees, financial consulting fees, break-up fees, termination fees, closing fees, collateral monitoring fees, debt placement fees and other similar fees received as part of such loan origination and/or servicing businesses. Such fees may be charged on a cost reimbursement or on a costplus basis. The Client or the issuers of financial instruments held by the Client may acquire loans originated, structured, arranged and/or placed and/or arranged by such affiliated loan origination and/or servicing businesses and in respect of which such businesses receive fees. To the extent set forth in the Governing Documents of a Client, some or all of these fees will not be applied to reduce Management Fees or other fees payable by the Client or any of its investments or otherwise directly or indirectly benefit the Client or any of its investors. Such fees will otherwise be borne by the Client or by the issuers of financial instruments held by the Client. See Item 5 – Fees and Compensation of this Brochure for more information regarding Transaction Fees and Management Fee Offsets. Selection of Service Providers Except as may otherwise be provided under the terms of a Client’s Governing Documents, MCMA or one or more of its affiliates will generally select Clients’ service providers and will determine the compensation of such providers without review by or the consent of an advisory committee, the investors or an independent party. Clients, regardless of the relationship to MCMA, its affiliates or the person performing the services, bear the fees, costs and expenses related to such services. This may create an incentive for MCMA or an applicable affiliate to select an Affiliated Service Provider or to select service providers based on the potential benefit to MCMA, rather than to Clients. For example, MCMA may select service providers that use its or

its affiliates’ premises, for which MCMA or one of its affiliates does not currently, but may in the future, receive overhead, rent or other fees, costs and expenses in connection with such on-site arrangement. MCMA or one or more of its affiliates may engage the same service provider to provide services to a Client that also provides services to MCMA or any such affiliate, which creates a potential conflict of interest to the extent the interests of such parties are not aligned. For example, a law firm may at the same time act as legal counsel to a Client, its General Partner or similar person, MCMA or other affiliates of MCMA. MCMA and its affiliates address these conflicts of interest by using reasonable diligence to ascertain whether each service provider (including law firms) provides its service on a “best execution” basis, taking into account factors such as expertise, operational and regulatory controls, availability and quality of service and the competitiveness of compensation rates in comparison with other service providers satisfying MCMA’s or its affiliates’ service provider selection criteria. In addition, in the event such service providers are affiliates of MCMA (as opposed to third parties), the engagement of such providers must typically comply with the conditions applicable to affiliate transactions, if any, set forth in the Clients’ Governing Documents. Relationship or Arrangements with Affiliates and/or Related Persons MCMA does not select or recommend non-affiliated investment advisers to Clients or prospective Clients. There are inherent conflicts of interest when a related person provides services to an investment adviser and its clients, in that such arrangements may not be conducted at “arm’s length” and that MCMA may have an incentive to favor a related person over an independent third party.

The Code of Ethics is based upon the premise that all MCMA personnel have a fiduciary responsibility to render professional, continuous and unbiased investment advisory services. The Code of Ethics requires all personnel to: (i) comply with all applicable laws and regulations; (ii) observe all fiduciary duties and put Client interests ahead of those of MCMA; (iii) observe MCMA’s personal trading policies so as to avoid “front-running” and other conflicts of interests between MCMA and its Clients; and (iv) ensure that all personnel have read the Code of Ethics, agreed to adhere to the Code of Ethics, and are aware that a record of all violations of the Code of Ethics will be maintained by MCMA’s Chief Compliance Officer, and that personnel who violate the Code of Ethics are subject to sanctions by MCMA, up to and including termination. Standards of Conduct: MCMA and its access persons are expected to comply with all applicable federal and state laws and regulations. Access persons are expected to adhere to the highest standards of ethical conduct and maintain confidentiality of all information obtained in the course of their employment and bring any risk issues, violations, or potential violations to the attention of the Chief Compliance Officer. Access persons are expected to deal with Clients fairly and disclose any activity that may create an actual or potential conflict of interest between them and MCMA or Client. Ethical Business Practices: Falsification or alteration of records or reports, also known as a prohibited financial practice, or knowingly approving such conduct is prohibited. Payments to government officials or government employees are prohibited except for political contributions approved by MCMA’s Chief Compliance Officer or designee. MCMA seeks to outperform its competition fairly and honestly and seeks competitive advantages through superior performance not illegal or unethical dealings. Access persons are strictly prohibited from (i) participating in online blogging and communication with the media, unless approved by the Chief Operating Officer or the Chief Compliance Officer, and (ii) spreading of false rumors pertaining to any publicly traded company. Confidentiality: Employees must maintain the confidentiality of MCMA’s proprietary and confidential information and must not disclose that information unless the necessary approval is obtained. MCMA has a particular duty and responsibility, as investment adviser, to safeguard Client information. Information concerning the identity and transactions of investors is confidential, and such information will only be disclosed to those employees and outside parties who may need to know it in order to fulfill their responsibilities. Gift and Entertainment Policy: Access persons shall not, directly or indirectly, take, accept or receive gifts or other consideration in merchandise, services or otherwise of more than nominal value from any person, firm, corporation, association or other entity other than such person’s employer that does business, or proposes to do business, with MCMA or any of its affiliates.

Personal Trading Personal Trading Policy: Access persons may not purchase or otherwise acquire direct or indirect beneficial ownership of any covered security, and may not sell or otherwise dispose of any covered security in which he or she has direct or indirect beneficial ownership, if he or she knows or should know at the time of entering into the transaction that: (i) a Client has purchased or sold the covered security within the last 15 calendar days, or is purchasing or selling or intends to purchase or sell the covered security in the next 15 calendar days; or (ii) MCMA has within the last 15 calendar days considered purchasing or selling the covered security for any Client or within the next 15 calendar days intends to consider purchasing or selling the covered security for any Client. Access persons must obtain approval from the Chief Compliance Officer or his designee before directly or indirectly acquiring beneficial ownership in any securities in an initial public offering or in a limited offering (including, private placements). No access person shall recommend any transaction in any covered securities by Clients without having disclosed to the Chief Compliance Officer his or her interest, if any, in such covered securities or the issuer thereof, including: (i) the access person’s beneficial ownership of any covered securities of such issuer; (ii) any contemplated transaction by the access person in such covered securities; (iii) any position the access person has with such issuer; and (iv) any present or proposed business relationship between such issuer and the access person (or a party in which the Access Person has a significant interest). Access persons are prohibited from buying or selling shares issued by the MC Corporation except during an open trading window announced by MC Corporation’s Chief Compliance Officer. Except with the express written consent of MC Corporation’s Chief Compliance Officer, all access persons are prohibited from buying or selling options on, or futures or other derivatives related to, shares issued by MC Corporation, and are likewise prohibited from selling short shares of MC Corporation. Prohibition against Insider Trading: MCMA forbids any access person from trading, either personally or on behalf of others, including Clients advised by MCMA, on material non-public information or communicating material non-public information to others in violation of the law or duty owed to another party. This conduct is frequently referred to as “insider trading”. The concepts of material non-public information, penalties for insider trading, and processes for identifying insider trading are addressed in detail in the Compliance Manual and Code of Ethics. Reporting Requirements: In compliance with SEC rules, access persons are required to disclose all of their personal brokerage accounts and holdings within 10 days of initial employment with MCMA, within 10 days after the end of each calendar quarter of opening a new account, and annually thereafter. Additionally, the last day of the month following each quarter-end, all access persons must report all transactions in reportable securities over which the access person had any direct or indirect beneficial ownership. Access persons are also required annually to affirm all reportable transactions from the prior year. Privacy and Confidentiality Privacy Policy: MCMA has adopted a privacy policy that explains the manner, in which MCMA collects, utilizes and maintains nonpublic personal information about Clients and Clients’ investors. MCMA recognizes and respects the privacy concerns of potential, current and former Clients and Clients’ investors. MCMA is committed to safeguarding this information. As a member of the financial services industry, MCMA will provide this Privacy Policy for informational purposes to Clients, Clients’ investors and employees and will distribute and update it as required by law. A complete copy of MCMA’s Privacy Policy is available to any Client or prospective Client upon request. Collection of Information and Disclosure of Nonpublic Personal Information: To provide investors with effective service, MCMA may collect several types of nonpublic personal information about investors, including: (i) information from forms that investors may fill out, such as subscription forms, questionnaires and other information provided by investors in writing, in person, by telephone, electronically or by any

other means. This information includes name, address, nationality, tax identification number, and financial and investment qualifications; (ii) information investors may give orally; (iii) information about transactions within MCMA, including account balances, investments and withdrawals; (iv) information about the amount investors have invested, such as initial investment and any additions to and withdrawals from an investment in the Clients; and (v) information about any bank accounts investors may use for transfers to or from accounts (if applicable). Disclosure of Nonpublic Personal Information: MCMA does not sell or rent Client investor information. MCMA uses this information to conduct business with its Clients: to develop or enhance its products and services; to understand the financial needs of its Clients so that MCMA can provide such Clients with quality products and superior service; and to protect and administer its Clients’ records, accounts and funds. MCMA does not disclose nonpublic personal information about its investors to nonaffiliated third parties, except as permitted or required by law. For example, MCMA may share nonpublic personal information in the following situations: (i) to service providers in connection with the administration and servicing of MCMA and its Clients; this may include attorneys, accountants, auditors and other professionals. MCMA may also share information in connection with the servicing or processing of investor transactions; (ii) to affiliated companies in order to provide investors with ongoing personal advice and assistance with respect to the products and services investors have purchased through MCMA and to introduce investors to other products and services that may be of value to such investors; (iii) to respond to a subpoena or court order, judicial process or regulatory authorities; (iv) to protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities; and (v) upon consent of an investor to release such information, including authorization to disclose such information to persons acting in a fiduciary or representative capacity on behalf of the investor. Protection of Client Information: MCMA’s policy is to require that all employees, financial professionals and companies providing services on its behalf keep Client and investor information confidential. MCMA maintains safeguards that comply with federal standards to protect Client and investor information. MCMA restricts access to the personal and account information of Clients and investors to those employees who need to know that information in the course of their job responsibilities. Third parties with whom MCMA shares Client or investor information must agree to follow appropriate standards of security and confidentiality. MCMA’s privacy policy applies to both current and former Clients and investors. MCMA may disclose nonpublic personal information about a former Client to the same extent as for a current Client. Potential Conflicts of Interest General: Client investors should be aware that there will be situations where the applicable General Partner, MCMA and their respective affiliates may encounter potential conflicts of interest in connection with Clients’ activities. The following discussion enumerates certain potential and actual conflicts of interest between the applicable General Partner, MCMA and their affiliates on the one hand, and the Client or Client investors on the other. By acquiring an interest in a Client, each Client investor will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and to have waived any claim with respect to the existence of such actual and potential conflicts of interest. Pursuant to a Private Fund’s relevant Governing Documents, a Private Fund advisory committee will typically be established and the applicable General Partner or an affiliate thereof may, in certain situations, choose to seek the approval of, and/or consult with, such committee with respect to conflicts of interest. A Fund’s Governing Document will typically also permit the applicable General Partner or an affiliate thereof to choose to seek the approval of Client investors with respect to conflicts matters specified therein or certain other conflict situations. In such event, interests of the applicable General Partner and its affiliates will be disregarded. If the applicable General Partner, in its sole discretion, seeks any approval by the advisory committee or Fund investors, such approval will be binding upon the Fund and all investors. Independence of Wendel Platform: Wendel, the majority-owner of MCMA and the Monroe Group (as defined below), is a publicly traded company with a leading global alternative asset management platform,

which owns Other Wendel Owned Managers (as defined below) that advise Other Wendel Fund Platforms (as defined below). Wendel and its Other Wendel Owned Managers are expected to operate independently of the Monroe Group, with each remaining under its current brand and led by its existing management and investment teams, and will not integrate their investment activities or operations with the Monroe Group. Wendel plays no role in MCMA’s day-to-day investment decision making process and has no seats on the Investment Committee. Accordingly, due to such independence, each of Wendel (and/or the Other Wendel Owned Managers or Other Wendel Fund Platforms) on the one hand, and the Monroe Group on the other hand, may pursue separate investment opportunities without consultation, may compete for investment opportunities and, in certain circumstances, may jointly pursue investment opportunities, including in different parts of the capital structure of the same issuer, and make investment decisions that differ substantially from and conflict with decisions made by the other. Although MCMA generally pursues strategies that differ substantially from those currently pursued by Wendel (and/or the Other Wendel Owned Managers or Other Wendel Fund Platforms), this could change in the future and these conflicts could become more frequent and material. Wendel (and/or the Other Wendel Owned Managers or Other Wendel Fund Platforms) will have no obligation to present investment opportunities to MCMA that fall within the investment objectives of MCMA’s clients. Other Wendel Fund Platforms may be treated in a similar manner to Other Monroe Clients and while all of these activities may give rise to conflicts of interest, the Monroe Group expects to manage those conflicts in accordance with its conflicts of interest policies as in effect from time to time. For the avoidance of doubt, with respect to MCMA’s allocation policy and/or conflict policies, none of Wendel, the Other Wendel Owned Managers and/or the Other Wendel Fund Platforms will be treated as an affiliate of MCMA or its Clients, nor will any clients of Other Wendel Fund Platforms be considered an Other Monroe Client or Client of MCMA. Because MCMA remains operationally independent of Wendel, MCMA does not track fees received by Wendel in respect of its client investments. As a result, it is possible that Wendel may receive fees from an issuer in which an Other Monroe Client also participates. Any such fees will not offset Management Fees. As used herein: (i) “Other Wendel Fund Platforms” means any investment funds, separately managed accounts, co-investment vehicles, and/or other pooled investment vehicles, which are managed, sponsored or advised by an Other Wendel Owned Manager as a separate business line from the Other Monroe Clients managed, sponsored or advised by the Monroe Group; (ii) “Other Wendel Owned Manager” means any investment manager, general partner, investment adviser or other asset manager that is an affiliate of Wendel (excluding, for the avoidance of doubt, the Monroe Group), and which manages, sponsors, advises, or serves as general partner, managing member, or other controlling entity or person of one or more separate, independent business lines of Wendel, including any Other Wendel Fund Platforms, and any directors, officers, partners, members, employees of the foregoing; and (iii) “Monroe Group” means (A) Monroe Capital Intermediate Holdings, LLC; (B) the respective direct or indirect subsidiaries of the foregoing; (C) any individuals serving as principals, members, partners, managers, officers, directors, or employees of the foregoing; and (D) any partnership, association, corporation, limited liability company, trust or other entity that (x) holds an interest in any entity listed in clauses (A) through (B) and (y) is owned directly or indirectly by (1) any individual listed in clause (C), (2) an estate planning vehicle for such individual, or (3) family members of such individual. Other Fees; Transactions with Affiliates: MCMA, the General Partners and their affiliates may be entitled to receive Fee Income related to the origination, syndication and servicing of portfolio investments of a Client received by the General Partners or any of its partners, affiliates or employees. See Item 5 “Transaction Fees and Other Fees” above. Subject to the Governing Documents of each Client, each Client investor’s share of the Management Fee will typically be reduced by its share (based on the investor’s committed capital in the Client) of the Client’s pro rata share (determined at the discretion of the General Partner by taking into account the source of funds with respect to any investment) of Fee Income. As described in Item 5 - “Transaction Fees and Other Fees” above, Fee Income that offsets the Management Fee does not include Work Fees; provided that Fee Income will offset the Management Fee once a binding

agreement has been executed and the potential portfolio investment has been allocated to one or more Clients. MCMA believes that its ability to enter into non-binding term sheets is beneficial to its investors and that a non-binding time period is appropriate to allow MCMA to conclude whether or no one or more Clients should ultimately fund the portfolio investment. MCMA believes that the Work Fees are an appropriate offset to the operating expenses MCMA and its affiliates incur in respect of potential deals where the borrower opts not to enter into a binding commitment agreement. The amount of Work Fees may be less than or exceed the operating expenses borne by MCMA and its affiliates in connection with a potential portfolio investment. If more than one Other Monroe Client and a Client has participated (or, in the case of an unconsummated investment with a binding term sheet, would have participated) in an investment generating Fee Income, such Fee Income will be allocated pro rata among the Client and any Other Monroe Client (including, for the avoidance of doubt, any co-investors) participating (or, in the case of an unconsummated investment with a binding term sheet, that would have participated) in the transaction giving rise to such Fee Income based on their relative participation (or, in the case of an unconsummated investment with a binding term sheet, their relative proposed participation) in the transaction in question or in such other proportion as determined by MCMA in its discretion to be fair and equitable under the circumstances. For the avoidance of doubt, the Management Fee will not be reduced or offset by Other Monroe Clients’ or co-investment vehicles’ pro rata share of such Fee Income. Monroe Credit Advisors is a capital markets advisory and debt placement firm that may provide advisory services to various lower middle market borrowers seeking predominately debt capital solutions, a portion of which company is owned indirectly by an affiliate of MCMA. A Client’s General Partner may execute an investment transaction on behalf of a Client where Monroe Credit Advisors is engaged by a potential borrower. In such a case, Monroe Credit Advisors will earn a market-based fee paid by the borrower (either directly or by netting out a portion of the closing fee paid by the borrower) that participates in such transaction upon successful completion of the investment, in a manner consistent with industry standards for third-party debt placement firms. In such circumstances, we believe that Monroe Credit Advisors occupies a role similar to other third-party capital markets advisory and debt placement firms and is being compensated in a manner consistent with industry standards (which will include a profit margin, which may be substantial, and the fee may be greater than what would have been charged by other third-party capital markets advisory and debt placement firms). While the General Partner intends that any such services be provided at competitive market rates, such compensation will not be determined through an arm’s length negotiation except as described above with respect to Monroe Credit Advisors, and the General Partner will not guarantee performance by its affiliates of any services provided to the Client. In addition, subject to a Client’s Governing Documents, MCMA may cause a Client to contract for the performance of services by or the incurrence of indebtedness from or purchase any assets or property from MCMA or its affiliates; provided, that such transaction is permitted by applicable law and (i) the compensation, terms or price therefor is competitive with the compensation or price paid to other persons in the area engaged in the business of rendering comparable services, providing such indebtedness or selling comparable property which could reasonably be made available to such Client or (ii) such purchase or contract is otherwise specifically permitted by the terms of a Client’s Governing Documents. Subject to a Client’s Governing Documents, MCMA will typically disclose to the applicable investors, on a periodic basis, the terms of any contract for the performance of services entered into by a Client, MCMA or their affiliates during the immediately preceding period. Subject to a Client’s Governing Documents, a Client may make investments indirectly in securitized products by investing in promissory notes issued by MCMA or one of its affiliates to allow MCMA or such affiliate to invest directly alongside the Client in such securitized products. This allows certain securitized products to comply with European Union and U.S. risk retention rules, which require that the manager of certain securitized products hold a portion of risk in such securitized products in order to align the interests

of the manager of such securitized products with the interests of the investors in such securitized products. The terms of any such promissory notes issued to a Client will be structured so that substantially all of the economic benefit that MCMA or its affiliate receives from its interest in the securitized product acquired with the proceeds of such promissory notes will pass through to such Client. Joint Venture Companies: In addition, MCMA and its affiliates have established (and in the future may establish and be the full or partial owner of) one or more Joint Venture Companies (defined below) from which MCMA or its affiliates may earn leveraged equity returns. Subject to a Client’s Governing Documents, a Client may enter into transactions with such Joint Venture Companies, provided, that if there are any conflicts of interest, the Client’s advisory committee (or, if no advisory committee has been appointed, a majority-in-interest of Client investors) has waived such conflict (or the advisory committee has prescribed standards or procedures to address any conflict). For purposes of the foregoing and subject to a Client’s Governing Documents, no conflict of interest shall exist so long as (a) the third party joint venture partners are paid market-based origination fees and (b) none of the applicable General Partner, MCMA or any of their respective principals directly or indirectly receives any compensation in connection with the transaction with the related Joint Venture Company. “Joint Venture Companies” means any one or more joint venture entities established by MCMA or an affiliate thereof with one or more third parties (as to which MCMA or any one of its affiliates may be a full or partial owner or may finance with either equity or debt) for the purpose of creating financing businesses and/or sourcing proprietary investment opportunities, including without limitation, real estate, equipment leasing, asset-based lending factoring, litigation finance, secondary investments, and/or a variety of specialty finance businesses. Subject to the Governing Documents of a Client, (i) a Client’s investments in, or loans to, Joint Venture Companies will typically not exceed a specified percentage of the gross asset value of the Client (determined at the time a definitive agreement related to such investment is entered into); and (ii) a Client’s General Partner will typically notify the Client’s advisory committee on a periodic basis of any transaction involving Monroe Credit Advisors and will provide periodic updates to the advisory committee regarding the status of any transactions involving any Joint Venture Companies. Affiliated Assets: Subject to a Client’s applicable Governing Documents, MCMA or its affiliates, or an Other Monroe Client (as defined below), may originate certain investments, ultimately selling such investments to a Client at a later date (the “Affiliated Assets”). A Client may acquire Affiliated Assets from MCMA or its affiliates. As such, MCMA or its affiliates will have a conflict of interest to the extent that if MCMA is acting as the seller, then MCMA will be selling an Affiliated Asset to such Client as “principal”. By subscribing to such a Client, each investor will typically consent to such Client’s appointment of an independent advisor (the “Independent Advisor” as the fiduciary authorized to give consent on behalf of such Client (and indirectly on behalf of each investor) on a transaction-by-transaction basis as required under Section 206(3) of the Advisers Act to each transaction when MCMA or its affiliates acts as “principal”. In such a Client, each investor typically will also expressly acknowledge that the appointment of the Independent Advisor will be determined by MCMA, from time to time. Oversight Fees and Expenses: Oversight fees and expenses may from time to time in the future be paid to Future Affiliated Brokers. Such fees and expenses may include amounts for service costs paid to MCMA (and/or any affiliate) by a portfolio company or any entity through which the Clients and/or Other Monroe Clients invest for local administration or management services related to such portfolio company or entity. Material Nonpublic Information: Future Affiliated Brokers in certain instances might also (in the future) acquire confidential or material nonpublic information concerning entities in which the Clients or Other Monroe Clients have invested or propose to invest, which could restrict MCMA’s ability to buy or sell (or otherwise transact in) securities and/or loans of such entities, thus limiting investment opportunities or exit strategies available to the Clients or Other Monroe Clients. Lending by Affiliated Future Brokers: Future Affiliated Brokers may (in the future) arrange lines of credit for (i) Brokerage Clients; (ii) the Clients; (iii) Other Monroe Clients; and (iv) other third parties. Future

Affiliated Brokers (through their respective lending related vehicles) may also provide loans and lines of credit or bridge financing to such entities, or participate actively in the financing of the Client’s or Other Monroe Clients’ portfolio investments, including, for example, by arranging financing. Future Affiliated Brokers alone or with other lenders (including other Monroe entities), may arrange lines of credit to and/or provide syndications services to Brokerage Clients. Conflicts of Interest Regarding Future Affiliated Brokers: Future Affiliated Brokers and other affiliated entities may from time to time hold positions in instruments or securities and/or loans issued by Brokerage Clients, including, for example, where MCMA commits to fund the shortfall amount, if any, resulting from the incomplete syndication by a Future Affiliated Broker of a portfolio co-investment opportunity. Under such circumstances, MCMA will commit to provide capital support for the syndication on a short-term basis (i.e., to provide certainty to the Client and/or Other Monroe Clients that there will be sufficient capital to complete the proposed transaction) or fund a different instrument or security in the portfolio company than that held by the Client and/or Other Monroe Clients to facilitate the syndication, which MCMA may, in either scenario, sell down prior to the Client and/or Other Monroe Clients disposing of their respective investments in the portfolio company. A Future Affiliated Broker could act (in the future) as placement agent or underwriter of securities and/or loans of a third party that the Client and/or an Other Monroe Client purchases (for example, a co-investment vehicle). Where a Future Affiliated Broker acts as a placement agent for the Client in certain jurisdictions and such Future Affiliated Broker receives compensation for such services, such compensation would be made on a fully disclosed basis. It is not anticipated that the Future Affiliated Brokers would otherwise execute transactions on behalf of the Client or Other Monroe Clients. Under certain circumstances, the relationship MCMA may have with its Future Affiliated Brokers may give rise to a potential conflict of interest between MCMA and the Client or Other Monroe Clients that have an interest in any portfolio companies or investment vehicles with respect to which the Future Affiliated Brokers provide services (please see the discussion below for further information as to how such conflicts are addressed). In particular, such relationships could create a perception that MCMA has sought to influence the Client, any Other Monroe Client and/or the portfolio company itself, to act in a manner that benefits MCMA and/or the Future Affiliated Broker. MCMA might be seen as incentivized to seek to influence the decision by a portfolio company’s management to retain a Future Affiliated Broker, or to borrow from or otherwise transact with a Future Affiliated Broker, instead of other unaffiliated brokerdealers or other service providers or counterparties that are more appropriate or offer better terms. Where a Future Affiliated Broker (or MCMA) acts as a lender to a portfolio company in which the Client or any Other Monroe Client holds investments in the same or at different levels of the capital structure, under certain cases, the arrangement will lead to a conflict between such Future Affiliated Broker and the Client or Other Monroe Client in the event of a default by, or the liquidation of, the portfolio company or a restructuring or renegotiation of the terms of the loan (similar conflicts can also arise where MCMA is a lender to a portfolio company out of its proprietary assets). In addition, the Client and/or Other Monroe Clients might not be able to participate or will be limited in certain investments because of tax law or regulatory constraints or other conflicts that could exist due to a Future Affiliated Broker’s role in such transaction. Where a Future Affiliated Broker would serve as an underwriter with respect to a portfolio company’s securities, the Client, Other Monroe Clients and/or portfolio companies would be, in certain circumstances, subject to a “lock-up” period following the offering, under applicable regulations or agreements, during which time each such entity’s ability to sell any securities that it continues to hold would be restricted. This could affect the Client’s or Other Monroe Clients’ ability to dispose of such securities at an opportune time. In addition, an entity in which the Client or Other Monroe Client has invested could become distressed and the participants in the relevant offering could have a valid claim against the underwriters of the relevant offering. Such underwriters could include a Future Affiliated Broker, in which case, the Client or Other Monroe Client would have a conflict of interest in determining

whether to pursue litigation against such underwriters. Where such underwriters include non-affiliated broker-dealers, the Client or Other Monroe Client could also have a conflict of interest in determining whether to bring a claim because of concerns regarding the relationships of MCMA and its affiliates with such non-affiliated broker-dealers, which could relate to and otherwise benefit other the Client, Other Monroe Clients or MCMA and its affiliates. Policies and Procedures to Address Conflicts of Interest: MCMA intends to implement conflicts of interest policies and procedures coincident with the formation of any Future Affiliated Broker, where transactions involving the Client und or any Other Monroe Client and a Future Affiliated Broker or its respective lending vehicles are appropriately reviewed and reported to MCMA’s Chief Compliance Officer. In addition, MCMA reviews such transactions to ensure that the requirements of Section 206(3) of the Advisers Act and Rule 206(3)-2 under the Advisers Act, as applicable, in respect of principal transactions between the Client or any Other Monroe Client and MCMA (including any Future Affiliated Broker), are complied with in the context of such transactions. Future Affiliated Brokers may, in the future, have access to confidential and/or material non-public information regarding the Client, Other Monroe Clients and/or their portfolio companies and, subject to applicable law and confidentiality agreements, use such information in connection with financing and other services provided by the Future Affiliated Brokers. Future Affiliated Brokers may also (in the future) provide investment banking, advisory and other services to affiliated or unaffiliated corporations, financial sponsors, management or other persons. Such services could relate to transactions that could give rise to investment opportunities that are suitable for the Client and/or Other Monroe Clients. In such case, such Future Affiliated Broker’s particular client would typically require the Future Affiliated Broker to act exclusively on its behalf, thereby precluding the Client or Other Monroe Clients from participating in such investment opportunities. No Future Affiliated Broker would be obligated to decline any such engagements in order to make an investment opportunity available to the Client or Other Monroe Clients. In addition, Future Affiliated Brokers could come into the possession of information through these new relationships and businesses that could limit the Client’s or Other Monroe Client’s ability to engage in potential transactions. Future Affiliated Brokers or MCMA or any of its affiliates may from time to time provide interim financing to, or make investments that are intended to be of a temporary nature in securities of, a third party sponsor or its acquisition vehicle or to another company for the purposes of acquiring a portfolio company or an interest in a portfolio company. Although not limited to such arrangements, this type of financing may, in certain circumstances, be provided (in the future) through pre-arranged buyer financing packages arranged and offered by Future Affiliated Brokers or MCMA or any of its affiliates to potential bidders for the relevant portfolio company or interest. MCMA may face conflicts of interest where any Future Affiliated Broker provides such acquisition financing, in particular in respect of its incentive to select a bidder using such financing for the purposes of creating an investment opportunity for such Future Affiliated Broker and, potentially, related arranging fees for MCMA. Any such financing arrangements will be subject to MCMA’s policies and procedures for addressing conflicts. Interests in Other Managers: MCMA expects to hold controlling and non-controlling interests in, or otherwise acquire, other private fund managers (“Target Managers”). A Target Manager may have access to material non-public information that may be attributable to MCMA and thus preclude a Client and MCMA from pursuing certain investments that could be attractive and profitable for a Client. In addition, a Target Manager’s advisory clients may make investments or take positions that conflict or compete with investments held or targeted by a Client. While MCMA will perform diligence on Target Managers (including background checks on key personnel of the management team), it will be difficult, and likely impossible, for MCMA to protect itself and a Client from the risk of Target Manager fraud, misrepresentation, failure to comply with applicable legal, registration, tax or regulatory requirements. Target Managers, and the funds they manage, might become

involved in litigation or regulatory actions for any number of reasons. If any Target Manager or its fund(s) are so involved, it could be exposed to substantial liabilities or losses, which could in turn materially and adversely affect MCMA and a Client and cause reputational damage to MCMA and/or a Client. In addition, a Client may lend to, or otherwise invest in, third party registered investment advisers (“RIAs”) other than MCMA from time to time. Such RIAs may include wealth managers or other advisers who do or could offer to, or acquire for, their end clients (through a platform or otherwise) the limited partner interests or other similar interests in the Client and/or Other Monroe Clients (collectively, “Monroe Interests”). As such, a conflict of interest may arise because either MCMA could be perceived to lend or otherwise invest in the RIA, to incentivize the RIA to sell Monroe Interests or the RIA could be perceived to offer or acquire Monroe Interests to incentivize MCMA to cause a Client to make a loan to the RIA. MCMA shall seek to mitigate such conflicts and expects that the clients of such RIAs typically would make their own investment decision to invest in Monroe Interests, which helps to minimize the potential conflict. In the event that a Client proposes to lend to, or otherwise invest in, an RIA, the investment decision will be made without regard to whether or not such RIA offers or acquires now, or may offer or acquire in the future, Monroe Interests. Other Activities of Management; Allocation of Resources: Neither the applicable General Partner, MCMA, their employees nor any of their respective affiliates will be required to manage a Client as its sole and exclusive function. The applicable General Partner, MCMA, their employees and their respective affiliates may engage in or pursue, directly or indirectly, an interest in other business ventures of every kind, nature or description, independently or with others. The applicable General Partner shall, and shall cause each of its employees or the employees of MCMA or any of their respective affiliates (for so long as such person is employed by the applicable General Partner, MCMA or any of their respective affiliates) to, devote such time to the business of a Client as the applicable General Partner, in its sole discretion, shall deem to be necessary to manage and supervise a Client’s business and affairs in an efficient manner. MCMA currently manages a number of Other Monroe Clients. Accordingly, conflicts may arise in the allocation of management time, services and functions. A Client may have no interest in such other investments and funds, and it is possible that the investments held by such funds may be in competition with those of a Client. MCMA or the applicable General Partner may, from time to time, engage in dealings with another investment fund, investment partnership, managed account or other similar investment vehicle or contractual arrangement other than the Client established, sponsored, owned, managed, advised and/or sub-advised, directly or indirectly, by MCMA or the applicable General Partner or one of their respective affiliates. Client Governing Documents do not prohibit the applicable General Partner or its affiliates or their respective employees, officers, directors, principals or members from buying or selling securities or commodity interests for their own accounts. The records of any such trades will not be open to inspection by a Client investor. With respect to such personal accounts (but subject to the personal trading policies of the MCMA), the applicable General Partner, its affiliates or their respective employees, officers, directors, principals or members might take investment positions different from, or contrary to, those taken by a Client. Certain persons affiliated with the applicable General Partner may invest directly in a Client as Client investors. MCMA intends to waive the Management Fee and Performance-Based Compensation with respect to such persons, including its knowledgeable employees who invest in a Client. Formation of New Affiliated Investment Clients: MCMA may in the future form additional affiliated Clients or arrange single investment vehicles or managed accounts that follow an investment program that is substantially the same as (or that incorporates substantial portions of the investment program of) another Client and/or may create additional conflicts of interest that may not be foreseeable. These activities could be viewed as creating a conflict of interest in that the time and effort of MCMA personnel will not be devoted exclusively to the business of one Client but will be allocated between the business of such Client and the management of the monies and assets of such investment funds, single investor vehicles or managed accounts.

Multiple Clients and Affiliated Advisors: Certain inherent conflicts of interest arise from the fact that: (i) MCMA provides investment management services to more than one Client; (ii) Clients may have one or more overlapping investment objectives; and (iii) MCMA and MC Advisors are affiliated and provide investment management services to Clients that also may have overlapping investment objectives. In addition, the investment strategies employed by MCMA for its current and future Clients and by MC Advisors for its current and future advisory clients could conflict with the strategies employed by MCMA for current and future Clients and may affect the prices and availability of the securities and other assets in which such Clients invest. MCMA or MC Advisors also may advise Clients with conflicting investment objectives or strategies. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. MCMA addresses these conflicts of interest by providing in its Code of Ethics that all supervised persons have a duty to act in the best interests of each Client, providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under MCMA’s and MC Advisors’ written policies and procedures, and through the implementation of allocation of investment opportunities policies and procedures. Allocation of Opportunities: MCMA has adopted a written Allocation Policy to govern the allocation of investment opportunities among its Clients in a fair and equitable manner. The applicable General Partner and MCMA may, from time to time, be presented with investment opportunities that fall within the investment objectives of a Client and Other Monroe Clients. In such circumstances, MCMA or the applicable General Partner will allocate such opportunities among a Client and the Other Monroe Clients in accordance with the terms of the Client’s Governing Documents as generally described below. There may be situations in which the interests of a Client conflict with the interests of one or more Other Monroe Clients. Subject to the provisions of a Client’s Governing Documents, on any matter involving a conflict of interest, the applicable General Partner will be guided by applicable law and seek to resolve such conflict in good faith. Subject to the provisions below, the applicable General Partner will present to a Client all investment opportunities (not including opportunities presented to MCMA by an institutional investor for which MCMA advises a separate account for investment by such institutional investor) which meet the investment objectives of a Client in the good faith discretion of the applicable General Partner, provided, that the Client has sufficient capital, such investment opportunity fits the investment parameters of the Client and the Client is otherwise capable of making such investment. The classification of an investment opportunity as appropriate or inappropriate for a Client or any Other Monroe Client will be made by MCMA, in good faith, at the time of purchase, which such determination may be subjective in nature. In cases where a limited amount of a loan, security, instrument or claim is available for purchase, the allocation of such loan, security, instrument or claim among a Client and such Other Monroe Clients may necessarily reduce the amount thereof available for purchase by such Client. Subject to the above limitations, when it is determined by the applicable General Partner that it would be appropriate for a Client and one or more Other Monroe Clients to participate in an investment opportunity, MCMA will generally allocate such investment opportunity among such Client and such Other Monroe Clients in proportion to the relative amounts of available capital for new investments (or any other kind of investment contemplated by the terms of the applicable Governing Documents), taking into account such other factors as it may, in its sole discretion determine appropriate, including, without limitation (x) investment objectives, legal or regulatory restrictions, current holdings, availability of capital for investment, immediately available cash, the size of investments generally, risk-return considerations, relative exposure to market trends, targeted leverage level, targeted asset mix, target investment return, diversification requirements, strategic objectives, specific liquidity requirements, as well as any tax consequences, limitations and restrictions on such Client or an Other Monroe Client’s portfolio that are imposed by a Client’s or such Other Monroe Client’s Governing Documents (i.e., limited partnership agreement, private placement memoranda, offering memorandum, offering circular, indenture, investment management agreement and any applicable side letters), or (y) other considerations or factors that MCMA deems necessary or appropriate in light of the circumstances at such time (collectively, as such criteria and

considerations may be amended or otherwise supplemented from time to time by MCMA in its discretion, the “Allocation Criteria”). MCMA will generally allocate follow-on investments among a Client and such Other Monroe Clients pro rata based on their respective outstanding investment size immediately preceding the follow-on investment, subject to certain considerations including but not limited to a Client’s or such Other Monroe Client’s desired maximum hold position or any other considerations or factors. In any case where a Client and one or more Other Monroe Clients invest in the same investment opportunity, such investment will generally be made at the same time and on substantially the same terms and conditions at the investment level, except as may be deemed advisable by MCMA, or appropriate given the circumstances of such investment opportunity, or as required pursuant to the Allocation Criteria. Notwithstanding the foregoing, and subject to a Client’s Governing Documents, a Client and Other Monroe Clients may invest in (i) different tranches of a credit facility that share the same lien and have the same priority with respect to collateral securing such credit facility, (ii) different tranches of a credit facility that have different priority with respect to collateral or repayment, or in different levels of the capital structure of a single issuer, provided that such participation is pro rata by a Client and such Other Monroe Client(s) across both tranches so that there is no conflict, (iii) different tranches of securitized products so long as each investment is made on market terms, (iv) equity, equity-like or equity-related securities on a non-pro rata basis so long as the aggregate ownership interest by a Client and such Other Monroe Clients in such equity, equity-like or equity-related securities does not exceed either (A) 20% of the outstanding amount of such equity, equity-like or equity-related securities or (B) 20% of the beneficial ownership of the issuer of such equity, equity-like or equity-related securities (excluding, in each case, any (x) equity ownership from the restructuring of an investment and (y) equity co-investments in connection with any senior secured loans or other loan investments), provided, any private equity sponsor or other investment manager with which MCMA enters into a sub-advisory agreement, or other similar contractual advisory relationship, shall not be deemed an “Other Monroe Client” for these purposes, (v) an Affiliated Residual Investment (as defined herein) on a non-ratable basis; and (vi) with the consent of the applicable Client’s advisory committee, an investment opportunity if the applicable General Partner or MCMA otherwise deems it advisable or appropriate given the circumstances of the investment opportunity. Furthermore, when the applicable General Partner determines in good faith that a third party should participate in an investment opportunity in which a Client and/or the Other Monroe Clients will participate, such General Partner and/or MCMA will use its business judgment and act in a manner that it considers fair and reasonable in seeking to allocate such investment opportunity on an equitable basis, taking into account any such considerations that it deems necessary or appropriate in light of the circumstances at such time. Subject to the provisions of a Client’s Governing Documents, if a Client makes an investment, directly or indirectly (including through risk retention-related promissory notes issued by an affiliate of MCMA), in a securitized product sponsored by MCMA or its affiliates, MCMA or its affiliates will be entitled to receive compensation in the form of a Management Fee, Performance-Based Compensation or other compensation from such securitized product that is consistent with market terms for similar vehicles and similar to compensation that is paid to a non-affiliated third-party manager providing similar services; provided, that such Client’s proportionate share of any such compensation (based on the proportion of such Client’s investment in such securitized product to the total debt and equity capital invested in such securitized product) is either waived, rebated to such Client or offset on a dollar-for-dollar basis against management fees paid by such Client to the applicable General Partner and/or MCMA, as applicable. An investment by a Client in a securitized product managed by an affiliate of MCMA will facilitate the ability of MCMA and its affiliates to raise debt and equity capital for such securitized products from third parties. Where there are conflicts of interest in allocating a particular investment between a Client and Other Monroe Clients, there can be no assurance that a Client will make such investment, even if the investment satisfies such Client’s investment objectives. In addition, in circumstances in which a Client may make an investment that Other Monroe Clients have already made, or concurrently will make or seek to make, liquidity and concentration considerations may limit such Client’s participation in such investment or its ability to dispose

of the investment readily. Furthermore, in such circumstances, such Client, on the one hand, and such Other Monroe Clients, on the other hand, may have conflicting interests and investment objectives, including with respect to the timeframe for disposing of the investment, and therefore, the applicable General Partner or its affiliate may take action with respect to an investment on behalf of one of such Other Monroe Clients and such Client that differs from the action taken with respect to the investment on behalf of any other of such Other Monroe Clients and such Client. If an Other Monroe Client participates in a particular investment, there can be no assurance that the returns on such investment by such Client will be equivalent to, or better than, the returns obtained by such Other Monroe Client on such investment. Investments in which Other Monroe Clients Have a Different Principal Interest: As discussed above, it is possible, pursuant to the Allocation Criteria that a Client may invest in portfolio investments or other issuers in which Other Monroe Clients may invest in different parts of the capital structure. The interests of a Client may not be aligned in all circumstances with the interests of the Other Monroe Clients to the extent that they hold more junior or senior debt or equity interests, as the case may be, which could create actual or potential conflicts of interest or the appearance of such conflicts. In that regard, actions may be taken by the Other Monroe Clients that are adverse to a Client. The interests of a Client and/or Other Monroe Clients investing in different parts of the capital structure of an issuer are particularly likely to conflict in the case of financial distress of the issuer (or increased financial stress after a Client invests in the issuer). For example, if additional financing is necessary as a result of financial or other difficulties, it may not be in the best interests of a Client, as a holder of senior secured debt issued by such issuer, to provide such additional financing. If Other Monroe Clients holding equity positions were to lose their respective investments as a result of such difficulties, the ability of the applicable General Partner or MCMA to recommend actions that are in the best interests of such Client might be impaired. The reverse is true where another Other Monroe Client holds debt in an issuer where a Client holds equity. In addition, it is possible that, in a bankruptcy proceeding, a Client’s interests may be subordinated or otherwise adversely affected by virtue of such Other Monroe Client’s involvement and actions relating to their investment. There can be no assurance that the term of or the return on a Client’s investment will be equivalent to or better than the term of or the returns obtained by the Other Monroe Clients participating in the transaction. This may result in a loss or substantial dilution of a Client’s investment, while another Other Monroe Client recovers all or part of amounts due to it. Similarly, the applicable General Partner’s ability to implement a Client’s strategies effectively may be limited to the extent that contractual obligations entered into in respect of the activities of the Other Monroe Clients impose restrictions on a Client engaging in transactions that the applicable General Partner may be interested in otherwise pursuing. Allocation of Expenses: See “Allocation of Expenses” above in Item 5. Other Monroe Clients: MCMA and its affiliates (and their respective principals, officers, directors, partners, shareholders, members, managers, employees, agents, affiliates or other representatives) may give advice or take action with respect to their other investment funds and investments that differs significantly from the advice given with respect to a Client. MCMA or its affiliates may engage in transactions in which it causes a Client to purchase securities or other instruments from, or sell securities or other instruments to, Other Monroe Clients ( so called “cross-trades”) for reasons as may arise from time to time, including to acquire or dispose of Affiliated Residual Investments (as defined below). A Client’s General Partner and/or its affiliates will not take brokerage commissions or otherwise be compensated for effecting these cross-trades. A Client’s General Partner intends that crosstrades will reflect the fair market value of the security or other instrument being purchased or sold as determined by such General Partner and/or its affiliates in accordance with MCMA’s policies and procedures (in the case of Affiliated Residual Investments, as determined by one or more independent valuation agents appointed by MCMA). Prior to effecting any cross-trade, the applicable General Partner will make a good faith determination that the transaction is in the interests of a Client and Other Monroe Clients.

Warehoused Assets: Subject to a Client’s Governing Documents, MCMA and its affiliates (other than Other Monroe Clients) may be permitted to acquire certain investments, in anticipation of selling such investments to a Client (the “Warehoused Assets”) at an aggregate cost that is no more than the cost of such Warehoused Assets, plus accrued interest earned but not yet received by MCMA (or its affiliates) while such amounts were held by MCMA(or its affiliates). With respect to any Warehoused Assets acquired prior to a Client’s initial closing date, a description of such Warehoused Assets and their cost to such Client will be disclosed to investors prior to the initial closing date. With respect to investors in such a Client who enter into a subscription agreement prior to such Client’s initial closing date, each such investor will consent to the acquisition by such Client of any such Warehoused Assets. In addition, with respect to any Warehoused Assets acquired following an initial closing date, such Client’s advisory committee or a majority-in-interest of investors may consent to the purchase of any such Warehoused Assets. For the avoidance of doubt, a Client’s acquisition of investments from an Other Monroe Client (i.e., “cross trades”) are not “Warehoused Assets” and are permitted in accordance with the applicable terms of the applicable Governing Documents. The purchase price will likely vary from what such Client would have paid had it acquired the investment directly and will also likely be impacted by the timing of the acquisition of any Warehoused Asset. MCMA believes such arrangements involving Warehoused Assets will likely benefit the entire lending platform as it may increase the range of investment opportunities available to it and increase the size of the investor base serviced by MCMA. However, any such Warehoused Asset arrangement has risks. Amongst other risks there is a risk it may be difficult to ascertain fair value for the purposes of the purchase of a Warehoused Asset, in which case there is a risk the price a Client receives will not be equivalent to such value or the value of such Warehoused Asset may have depreciated in value after the Client has contractually agreed to the purchase of such Warehoused Asset. Co-Investments: A Client’s General Partner may in its discretion, from time to time, depending on the type of investment opportunity, offer co-investment opportunities with respect to a Client’s investments to one or more Client investors and/or other persons or entities, but will be under no obligation to offer such opportunities to the Client investors under the Governing Documents of such Client. A Client’s General Partner will allocate available investment opportunities among a Client and any such other parties as it may in its sole discretion determine (including without limitation Other Monroe Clients, affiliates of the applicable General Partner or MCMA, one or more Client investors or investors in Other Monroe Clients, and any person or entity (including a co-investment fund that may be formed for the purpose of investing in investment opportunities that exceed amounts that would be prudent for investment by a Client as determined by the Client’s General Partner or MCMA in its sole discretion) who the applicable General Partner or MCMA believes may be of benefit to such Client (or one or more Client investments) or who may provide a strategic, sourcing or similar benefit to MCMA, a Client, any investment of the Client or one or more of their respective affiliates due to industry expertise or otherwise, including finders, senior advisors, originators and/or consultants of a Client), and may also organize one or more entities to invest in a Client or to co-invest alongside a Client to facilitate personal investments by such persons or entities. Notwithstanding the foregoing, MCMA is permitted to agree with certain Client investors or other third parties to offer co-investment opportunities, including on a priority basis not offered to other potential coinvestors. The applicable General Partner and /or MCMA or their affiliates may receive management fees, performance-based allocations or other compensation with respect to such co-investments as agreed between the applicable General Partner and/or MCMA or their affiliates and the co-investors participating therein, and neither a Client nor the Client’s investors will have any interest in such fees or compensation. In addition, unless any co-investors otherwise agree, a Client may bear the entire amount of any break-up fee or broken deal expense or other fees, costs and expenses related to an investment that is not consummated. Coinvestments may be funded or committed before or after the time that a Client makes its funding or commitment; provided, that the amount paid by any co-investors represents fair value as determined in the sole discretion of MCMA. Any co-investment may be provided on such terms and conditions as the applicable General Partner and/or MCMA and the co-investors participating therein agree.

In addition, certain co-investors co-investing with a Client may invest on different (and more favorable) terms than those applicable to a Client and may have interests or requirements that conflict with and adversely impact a Client (for example, with respect to their liquidity requirements, available capital, the timing of acquisitions and dispositions or control rights). MCMA will generally seek to ensure that a Client, any co-investors and Other Monroe Clients participate in any investment (and any related transactions) on comparable economic terms to the extent MCMA determines appropriate and subject to legal, tax and regulatory considerations. Investors should note, however, that participation by a Client in certain investments on comparable economic terms with co-investors and Other Monroe Clients may not be appropriate in all circumstances and that a Client may participate in such investments on different and potentially less favorable economic terms than such parties if MCMA deems such participation as being otherwise in a Client’s best interests (e.g., by allowing a Client to participate in an investment that it would otherwise not have been able to participate in due to, among other reasons, required minimum commitment amounts). This may have an adverse impact on a Client. In order to facilitate an investment, a Client may make (or commit to make) an investment with a view to selling a portion of such investment to co-investors or other persons prior to or within a brief period after making such investment. In such event, a Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, a Client may bear the entire amount of any break-up fee or other fees, costs and expenses related to such investment, hold a larger portion than expected in such investment, or may realize lower than expected returns from such investment. A Client will also bear the risk that any co-investors acquiring an interest in an investment after the closing of such investment may acquire such interest on terms that may not reflect the then-current value of such investment. A Client may also borrow to fund the portion of an investment that it intends to sell to co-investors. If the prospective co-investors do not ultimately invest in such investment, a Client will bear the interest and other expenses relating to any such borrowing or investment as well as any broken deal expenses. There is no guarantee for a Client itself that it will be offered any co-investment opportunities. In addition, the terms of any co-investment will be as negotiated by MCMA or its affiliates with the applicable coinvestor, and no such co-investor should assume that a particular advisory fee rate, carried interests rate or performance-based allocation (as applicable) or other term or provision will be offered as a result of, among other things, such co-investor’s investment in a Client or any Other Monroe Client. Placement Activities: MCMA personnel involved in marketing the Clients are acting for the applicable General Partner and not acting as investment, tax, financial, legal or accounting advisors to potential investors in connection with the marketing of the Client interests. Potential investors must independently evaluate the offering and make their own investment decisions. MCMA and the applicable General Partner has and may in the future enter into arrangements with third-party placement agents to solicit Client investors. Placement agents that solicit Client investors on behalf of a Client are subject to a conflict of interest because they will be compensated by MCMA or the applicable General Partner in connection with their solicitation activities. Placement agents or other financial intermediaries may also receive other compensation, including placement fees with respect to the acquisition of Client interests by Client investors. Such agents or intermediaries may have an incentive in promoting the acquisition of Client interests in preference to products with respect to which they receive a smaller fee. Prospective investors should take the existence of such fees and other compensation into account in evaluating an investment in a Client. Service Providers: Certain advisors and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants and investment or commercial banking firms), to a Client and the issuers of a Client’s portfolio investments may also provide goods or services to or have business, personal, political, financial or other relationships with MCMA or its affiliates. Such advisors and service providers may be investors in Other Monroe Clients, sources of investment

opportunities for MCMA or its affiliates, a Client or Other Monroe Clients or may otherwise be co-investors with or counterparties to transactions involving the foregoing. These relationships may influence a Client’s General Partner in deciding whether to select or recommend any such advisor or service provider to perform services for a Client or an issuer (the cost of which will generally be borne directly or indirectly by a Client or issuers of a Client’s portfolio investments, as applicable). Notwithstanding the foregoing, a Client’s General Partner will generally seek to engage advisors and service providers in connection with investment transactions for a Client that require their use on the basis of the overall quality of advice and other services provided, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that a Client’s General Partner believes to be of benefit to a Client. In certain circumstances, advisors and other service providers or their affiliates may charge rates or establish other terms in respect of advice and services provided to MCMA or its affiliates, Other Monroe Clients or their portfolio investment issuers that are different and more favorable than those established in respect of advice and services provided to a Client and its portfolio investments. Service providers affiliated with MCMA or its affiliates will earn a profit for their services and need not be the least cost provider. Other Relationships: A Client may invest in portfolio companies that have relationships with affiliates of the Client’s General Partner or MCMA. Such affiliates may take actions that are detrimental to the interests of a Client in such portfolio companies. Subject to the provisions of a Client’s Governing Documents, on any matter involving a conflict of interest, the Client’s General Partner will be guided by applicable law and seek to resolve such conflict in good faith. Side Letter Arrangements with Client Investors: A Client’s General Partner and/or the Firm, on its own behalf and/or on behalf of a Client, may and intends to (without the consent of any person, including any other Client investor) enter into arrangements with certain Client investors that have the effect of altering or supplementing the terms of the Client investor’s investments in a Client, including with respect to waivers or reductions of the Management Fee rate and/or Performance-Based Compensation, deemed closing dates, access to portfolio or other information, enhanced transparency, reduced fees or expenses, and limitations on obligations as a result of among other things applicable law or regulation. Under certain circumstances, these agreements could create preferences or priorities for certain Client investors over other Client investors in the Client, particularly with respect to Client investors that the Firm deems to have a strategic relationship. To the extent that compliance with any of the provisions of any side letter agreements would cause a Client, its General Partner or any of their respective affiliates to violate their respective duties or obligations or to violate any applicable laws, any non-compliance with any such provision will not be deemed to be a breach of such written agreements. Diverse Investors: The investors in a Client may include taxable and tax-exempt entities (including ERISA plan investors) and may include persons or entities organized in various jurisdictions, including non-U.S. investors, who may have conflicting investment, tax and other interests with respect to their investment in a Client. As a consequence, conflicts of interest may arise in connection with decisions made by a Client’s General Partner that may be more beneficial for one investor than for another investor. Material Non-Public Information: MCMA and/or its affiliates may come into possession of material nonpublic information. The possession of such information may limit the ability of a Client to buy or sell a security or otherwise participate in an investment opportunity. Furthermore, subject to MCMA’s Code of Ethics, confidential or non-public information obtained in providing services to a Client may be used for the benefit of any of the Other Monroe Clients. In an effort to mitigate these risks, MCMA maintains a Code of Ethics, as described herein above, and provides training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under MCMA’s policies and procedures. Fiduciary Duties: Client investors should note that the Governing Documents and/or certain side letter agreements of a Client may contain provisions that, subject to applicable law, reduce or eliminate the duties, including certain fiduciary and other duties, to a Client and the Client investors to which the Client’s General

Partner or MCMA would otherwise be subject, provisions that waive or consent to conduct on the part of the Client’s General Partner or MCMA that might not otherwise be permitted pursuant to such duties, and provisions that limit the remedies of Client investors with respect to breaches of such duties. Subject to the terms of the applicable Governing Documents, if any matter arises that the Client’s General Partner determines in its good faith judgment constitutes an actual conflict of interest, the Client’s General Partner may take such actions as it determines in good faith may be necessary or appropriate to mitigate the conflict (and upon taking such actions, the Client’s General Partner will be relieved of any liability for such conflict to the fullest extent permitted by law and will be deemed to have satisfied its fiduciary duties related thereto to the fullest extent permitted by law). The Client’s General Partner or MCMA may choose to present conflicts of interest to the Client’s advisory committee (or other committee formed by the Client’s advisory committee for the purpose of reviewing conflicts) as provided for in the applicable Client’s Governing Documents. Transactions with Monroe Clients and Third-Party Clients: Subject to the provisions of a Client’s Governing Documents, a Client may sell investments to or acquire investments from Other Monroe Clients during (or in anticipation of) the liquidation of such Client or an Other Monroe Client at such investment’s fair market value as determined by one or more independent valuation agents appointed by MCMA to value the investment for both a Client and the Other Monroe Client ( each such investment, an “Affiliated Residual Investment”). By investing in any such Client, prospective investors will acknowledge and agree that MCMA will take into consideration when causing a Client to acquire Affiliated Residual Investments or causing a Client to dispose of investments as Affiliated Residual Investments, the best interests of its funds and accounts (including the best interests of such Other Monroe Client) and will not necessarily be acting in the exclusive best interest of such Client. A counterparty to a Client in a transaction involving an Affiliated Residual Investment may have considerations that are not applicable to such Client. For example, an Other Monroe Client may have few remaining investments and may wish to dispose of an Affiliated Residual Investment in order to wind up and dissolve. In such a case, the Other Monroe Client would have a unique consideration that would make the proposed Affiliated Residual Investment transaction beneficial to it as a seller that would not necessarily be applicable to the Client as buyer of the Affiliated Residual Investments. It is therefore possible that a Client might undertake transactions involving Affiliated Residual Investments in situations where MCMA would have different, material considerations as between the Other Monroe Clients on the one hand, and such Client on the other hand. Additionally, MCMA may have an incentive to enter into an Affiliated Residual Investment in order to cause it or its affiliates to receive carried interest or other financial compensation from an Other Monroe Client as a result of the sale of such investment. It is anticipated that any Affiliated Residual Investment will be difficult to value accurately and that realization of such investments may be well into the future such that the amount ultimately realized will turn on the passage of time, the creditworthiness of the issuer, interest rate fluctuations and numerous other factors. Accordingly, there is the risk to a Client in acquiring Affiliated Residual Investments that the value ultimately realized by such Client will be materially different (and may be less) than the fair value estimated by the independent valuation agent. Conversely, in the event that a Client disposes of an Affiliated Residual Investment there is a similar risk and significant probability that the value of the Affiliated Residual Investment could end up being materially different than the fair value estimated by the independent valuation agent. Directors of Portfolio Companies: Additional conflicts of interest arise because MCMA or its affiliates and their respective principals, officers, directors, partners, members, managers and employees may serve as directors of, or acquire observer rights with respect to, certain companies in which Clients invest. In the event MCMA or a related person (i) obtains material non-public information in such capacity with respect to any such company or (ii) is subject to trading restrictions pursuant to the internal policies of such company, MCMA may be prohibited from engaging in transactions with respect to the securities or instruments of such company. Such a prohibition may have an adverse effect on Clients. In addition, MCMA partners, principals and employees may face a conflict between the duties owed to Clients and the duties owed to such portfolio

companies. In general, such director or similar positions are often important to Clients’ investment strategies and may have the effect of enhancing the ability of MCMA and its affiliates to manage investments. However, such positions may have the effect of impairing the ability of MCMA to sell the related securities when, and upon the terms, they may otherwise desire. In addition, because of the potential conflicting fiduciary duties that MCMA partners, principals and employees owe to a portfolio investment, on one hand, and that MCMA owes to the Clients, on the other hand, such positions may place MCMA partners, principals and employees in a position where they must make a decision that is either not in the best interests of Clients or not in the best interests of the other owners of the portfolio investment. Should a MCMA partner, principal or employee make a decision that is not in the best interests of the other owners of a portfolio investment, such decision may subject one or more MCMA and Clients to claims that they would not otherwise be subject to as an investor, including claims of breach of the duty of loyalty, securities claims and other director-related claims. In general, Clients will indemnify MCMA and its partners, principals and employees from such claims. In addition, MCMA partners, principals and employees may make decisions for a portfolio investment that negatively impact returns received by a Client investing in the portfolio investment or in other investments or, conversely, MCMA could make a decision that negatively impacts a portfolio investment and the returns for other Clients that may be invested in the portfolio investment. In addition, because of conflicting fiduciary duties, MCMA may be restricted in choosing investments for Clients, which could negatively impact returns received by the Client. For example, if a MCMA partner, principal or employee was to obtain material nonpublic information about another potential Client investment. Policies and Procedures: This Brochure describes, in summary fashion, certain policies, guidelines, procedures and practices relating to Monroe’s current approach to sourcing, evaluating, structuring, originating, effecting, creating value in and realizing investments (collectively, the “Current Procedures”). Over time, some or all of these Current Procedures may change, and there can be no assurance that MCMA will not vary from its Current Procedures with respect to the Client in the future. In addition, from time to time, the General Partner may adopt, revise or rescind investment-related policies with respect to the Client for the purposes of regulatory compliance, including for the purpose of establishing regulatory categorization or regulatory treatment of the Client, the General Partner and/or their respective affiliates. Such policies may limit or restrict activities of the Client and shall be operative to the extent provided in such policies. Approach to Other Potential Conflicts: Various parts of this Brochure discuss potential conflicts of interest that arise from MCMA’s asset management business model. MCMA discloses these conflicts due to the fiduciary relationship with its investment advisory Clients. As a fiduciary, MCMA owes its investment advisory Clients a duty of loyalty. This includes the duty to address, or at minimum disclose, conflicts of interest that may exist between different Clients; between MCMA and Clients; or between its employees and its Clients. Where potential conflicts arise, MCMA will take steps to mitigate, or at least disclose, them. Conflicts that MCMA cannot avoid (or chose not to avoid) are mitigated through written policies that MCMA believes protect the interests of its Clients as a whole. In addition, MCMA’s business is continually evolving and changes in MCMA’s activities can lead to new potential conflicts. MCMA reviews its policies and procedures on an ongoing basis to evaluate their effectiveness and update them as appropriate.

In placing portfolio transactions, MCMA uses reasonable diligence to ascertain the “best” market price for all securities bought or sold in that market so that the price to the Client is as favorable as possible under prevailing market conditions. The determinative factor is whether the transaction represents the best qualitative execution for the Client and not whether the lowest possible commission cost is obtained. MCMA considers the full range of quality of the broker’s service in selecting brokers to meet best execution obligations and may not pay the lowest commission rates available. MCMA generally takes the following factors into account in selecting brokers for portfolio transactions: (i)

the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any);

(ii)

the operational efficiency with which transactions are affected, taking into account the size of order and difficulty of execution;

(iii)

the financial strength, integrity and stability of the broker;

(iv)

the broker firm’s risk in positioning a block of securities;

(v)

the quality, comprehensiveness and frequency of available research services considered to be of value; and

(vi)

the competitiveness of commission rates in comparison with other brokers satisfying MCMA’s other selection criteria.

MCMA may not weigh any of these factors equally. MCMA primarily pursues investment transactions on behalf of its Clients in securities issued by privately held middle market companies, which primarily consist of senior and junior secured and unsecured loans, unitranche loans and other asset-based loans, leasing loans, receivables loans, consumer loans, mezzanine loans, stressed and distressed debt, investment and non-investment grade credit, structured debt and equity, warehouse loan facilities, securitized debt and subordinated notes of collateralized loan obligations and other types of securitized debt tranches of middle market companies. Transactions in such securities are typically privately negotiated and will not require the use of brokers or the payment of brokerage commissions. However, in certain circumstances an assignment fee may be charged by the administrative agent for a particular loan, and fees may be payable when buying and selling bank loans. Soft-Dollars Arrangements As of the date of this Brochure, MCMA does not engage in soft dollar arrangements, including participate in any soft dollar relationships with other firms for research or any other service. Section 28(e) of the Exchange Act is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. MCMA will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e).

Brokerage for Client Referrals MCMA does not consider, in selecting a broker-dealer, whether MCMA or an affiliate receives Client or investor referrals from that broker-dealer. Directed Brokerage MCMA does not routinely recommend, request or require that a Client direct MCMA to execute transactions through a specified broker-dealer. Generally, MCMA does not accept Clients who require transactions be executed through a specified broker-dealer. However, Clients may recommend MCMA uses their preferred broker-dealer(s). MCMA will use such broker- dealer(s) subject to its determination that said broker-dealer provides best execution of the Client transactions. In a situation where a Client directs MCMA to place trades with a particular broker- dealer, MCMA may not be free to seek the best price, volume discounts or best execution by placing transactions with other broker-dealers. Additionally, as a result of directing MCMA to place trades with a particular broker-dealer, a disparity in commission charges may exist between the commissions charged to Clients who direct MCMA to use a particular broker-dealer and those Clients who do not direct MCMA to use a particular broker-dealer as well as a disparity among the brokers to which different Clients have directed trades. Order Aggregation If MCMA determines that the purchase or sale of the same security is in the best interest of more than one Client, MCMA may, but is not obligated to, aggregate orders in order to reduce transaction costs to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by MCMA. In the event of a partial fill, allocations generally will be made pro rata based on the initial order, but may be modified on a basis that MCMA deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. This may result in allocations of certain investments on other than a pari passu basis.

The Investment Committee maintains prudence and effectiveness of each portfolio investment of the Client and formulates and oversees the investment policies and management of the Client’s assets, and periodically reviews investment strategies and investment performance. In carrying out its duties the Investment Committee provides recommendations on investment opportunities through a stringent due diligence process to identify investment opportunities that meet the Client’s stated investment objective and goals; reviews individual investment performance and recommends changes when appropriate; and works closely with staff to ensure that the investment objectives are being met as stated in the Client’s Governing Documents. In monitoring a Client’s portfolio of investments, the Investment Committee ensures (i) the management of investments and capital actions are consistent and comply with attainment of the Client’s investment policy, objectives and strategy goals, and (ii) the Client’s portfolio is in compliance with legal and regulatory requirements. Nature and Frequency of Reporting MCMA will use commercially reasonable efforts to furnish to all Private Fund investors within 120 days after the Private Fund’s fiscal year end an audited, written annual report, which typically includes financial statements prepared in accordance with GAAP and certain other information related to the applicable Private Fund’s investments. The annual report is prepared and the delivery of it are intended to comply with the SEC’s custody rule, as described in more detail below in Item 15 of this Brochure. In addition, MCMA will cause annually the delivery of tax information necessary for the completion of income tax returns. On a quarterly basis, each Private Fund investor will be furnished with unaudited financial statements of the Private Fund. Private Fund investors will also receive a quarterly letter providing descriptive information concerning the Private Fund’s investment portfolio on a quarterly basis. With respect to the CLO Funds and/or CFO Funds, the independent trustees generally prepare monthly compliance reports for the CLO Funds and quarterly distributions reports for the CLO Funds and CFO Funds. Additionally, MCMA may prepare periodic investor letters, portfolio profile summaries and pro forma results to supplement and further clarify any trustee reports. MCMA also generally holds an annual meeting for investors.

Furthermore, MCMA has entered into and may enter into written agreements with and compensate nonaffiliated third-parties for referring investors into the Clients (i.e., the Funds) (each a “Placement Agent”). These Placement Agent arrangements will be fully disclosed to affected investors and will generally be consistent with the requirements of the Marketing Rule under the Advisers Act, which only applies to the solicitation of Clients and not investors. Generally, the terms of such arrangements will vary but call for MCMA to pay the Placement Agent a fee equal to a percentage of capital contributions, Management Fees, or a combination of such contributions or fees borne by each investor introduced to a Fund by the Placement Agent.

In accordance with the Custody Rule, MCMA also (i) has engaged independent public accounting firms that are members of, and examined by, the Public Company Accounting Oversight Board (“PCAOB”) to conduct annual audits of each Client with assets over which MCMA is deemed to have custody; and (ii) distributes audited annual financial statements of such Clients, prepared in accordance with GAAP, to all investors within at least 120 days after the Client’s fiscal year end. In addition, upon the final liquidation of any such Client, MCMA will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Client to all investors promptly after completion of the audit. Qualified custodians are not expected to provide account statements directly to investors in the Clients. With respect to the CLO Funds, MCMA is not deemed to have custody. MCMA’s Agency Account The loans held in MCMA Funds’ portfolios that are originated or otherwise sourced by MCMA are typically funded by a loan syndicate organized by MCMA (a “Loan Syndicate”). In most cases, MCMA serves as the administrative agent to such Loan Syndicates. The participants in a Loan Syndicate (the “Loan Syndicate Participants”) generally include MCMA and its affiliates, MCMA’s Clients, and other bank and non-bank lenders. As the administrative agent to the Loan Syndicates, MCMA performs the duties and responsibilities typically assigned to an administrative agent for and on behalf of each Loan Syndicate. Each Loan Syndicate’s credit agreement requires MCMA to follow negotiated guidelines or formulas regarding the movement of cash to and from the lenders and the borrower, as applicable, for the Loan Syndicate (e.g., the collection of loan proceeds from lenders and their disbursement to the borrower, as well as the use and distribution of payments received from the borrower). Accordingly, MCMA, in its capacity as the administrative agent, applies the terms of each credit agreement and has no authority to determine how the cash is used, allocated or disbursed. MCMA has established bank accounts in U.S. Dollar, Australian Dollar, Canadian Dollar, Euro and Great Britian Pounds (the “Agency Accounts”), with major banks that meets the definition of a “qualified custodian” under the Custody Rule, facilitates the movement of cash to and from the lenders and the borrowers, as applicable, for all of the Loan Syndicates. The Agency Accounts were opened by and are in the name of MCMA as agent for the Loan Syndicate Participants (i.e., the funds related to the Loan Syndicates are not held in separate accounts or sub-accounts for each Loan Syndicate Participant under the Loan Syndicate Participant’s name, but are commingled in the Agency Accounts). The qualified custodian of the Agency Accounts do not send Agency Account statements to the Loan Syndicate Participants. MCMA is deemed to have custody over Client assets in the Agency Accounts because of MCMA’s role as administrative agent to the Loan Syndicate Participants, which include our Clients. In such role, MCMA has access to, and authority over, monies in the Agency Accounts. Although MCMA has no authority to determine how the cash is used, allocated or disbursed. In light of the foregoing, MCMA relies on alternative means of complying with the Custody Rule based on

certain SEC guidance. By satisfying such requirements, MCMA’s dual activity as administrative agent and investment adviser, meet the conditions to be in compliance with Rule 206(4)-2(a)(1) and 206(4)-2(a)(3).

Prior to voting any proxies, a senior member of the investment team, the designation of which may change from time to time, will determine if there are any conflicts of interest related to the proxy in question. If a conflict is identified, such senior member of the investment team will then make a determination (which may be in consultation with a third-party compliance consultant) as to whether the conflict is material or not. If no material conflict is identified pursuant to its set procedures, such senior member of the investment team will, following discussion with MCMA’s investment personnel, make a decision on how to vote the proxy in question. MCMA also has the flexibility to abstain from a particular proxy vote when it is determined to be in the best interest of investors. Please let MCMA’s Chief Compliance Officer know if you have any questions about these procedures or if you would like detailed information of how any proxies were actually voted. The Chief Compliance Officer can be contacted at (312) 258-8300 or info@monroecap.com. Please see Item 17 of HTFM’s brochure for a description of HTFM’s proxy voting procedures.