Clearlake Capital Group, L.P.: investment adviser

In addition, affiliates of Dyal Capital Partners (“Dyal”) and Goldman Sachs Asset Management’s Petershill program (“Petershill”, and together with Dyal, the “Minority Investors”) hold a passive non-voting minority interest in Clearlake. The Minority Investors do not have any authority over the day-to-day operations or investment decisions of Clearlake as they relate to the Clients (as defined below), but they do have certain customary minority protections with respect to their respective ownership interests in Clearlake. The Minority Investors do not have representation on the investment committees of any of the Clearlake strategies. In addition to providing investment advisory services to the Funds, Clearlake sponsors various co-investment programs pursuant to which investors may co-invest in investments alongside certain Funds or other vehicles (the “Co-Investment Funds” and, together with the Funds and any other fund or account to which Clearlake may provide investment advisory or investment sub-advisory services, the “Clients”). The term “Clients” will be deemed to include their respective alternative investment vehicles, if and as applicable. Clearlake owns Clearlake Capital Asset Management LLC (“CCAM”) (f/k/a WhiteStar Asset Management LLC), an investment manager and investor in the syndicated bank loan space, with a focus on originating, structuring and managing collateralized loan obligations (“CLOs”). CCAM operates as a relying adviser under Clearlake’s registration umbrella and provides investment advisory and sub-advisory services to CLOs, privately offered pooled investment vehicles, certain institutional accounts (the “Institutional Accounts”), and a U.S. closed-end management investment company registered under the Investment Company Act of 1940, (the “RIC”). The investment management relationship between CCAM each CLO is governed by a collateral management agreement or similar agreement and the constituent documents of the CLO. Additionally, a Clearlake-affiliate has a minority stake in Trinitas Capital Management, LLC (“Trinitas”), an investment manager and investor in CLO securities, under whose name such CLOs are generally marketed. Clearlake has also entered into a sub-advisory agreement (the “Sub-Advisory Agreement”) pursuant to which it serves as the sub-adviser to a series of a Delaware limited partnership (the “Series”) sponsored by SALI Fund Management, LLC (“SALI”), an unaffiliated investment adviser. The Series operates as an insurance dedicated fund and is managed by SALI, and Clearlake provides investment sub-advisory services with respect to the Series’ investments, which are expected to consist primarily of investments in Funds and other investment vehicles under common control with Clearlake. Clearlake includes a specialized private credit division, “Clearlake Credit Europe” or “CCE”, which was established following Clearlake’s acquisition of Clearlake Capital (UK) LLP (f/k/a MV Credit Partners LLP) and Clearlake Capital (Lux) S.à r.l., (f/k/a MV Credit S.à r.l). Clearlake Credit Europe operates as a relying adviser under Clearlake’s registration umbrella and provides tailored fund solutions to investors across senior direct lending, subordinated direct lending and hybrid strategies. Clearlake owns Pathway Capital Management, LP (“Pathway”), a global provider of private market solutions for institutional and wealth investors with over $95 billion in assets under management across private equity, private credit, infrastructure, secondaries, and co-investment strategies. Pathway, Clearlake’s private markets solutions platform, serves institutional and wealth investors seeking diversified access to private markets. Pathway continues to service existing funds under the Pathway brand and maintains a separate registration with the SEC as an investment adviser. Clearlake provides investment advisory services to the Clients through affiliated general partner and investment advisory entities. Each investment advisory entity is registered under the U.S. Investment Advisers Act of 1940 (as amended, the “Advisers Act”) because each such investment advisory entity is an affiliate of Clearlake, is subject to Clearlake’s supervision and control for compliance purposes, and is a “relying adviser” of Clearlake. For

regulatory, legal, tax or other reasons, Clearlake may direct more than one of its affiliated relying advisers to provide certain services to a Client, or to serve in a sub-advisory role with respect to a Client. In addition, each general partner of a Client is a “related person” of Clearlake and a special purpose vehicle formed to act as the general partner of such Client. Each such related person is covered by Clearlake’s registration as an investment adviser with the SEC and deemed to be registered with the SEC. References in this Brochure to the “general partner” of a Client will also be deemed to refer to the “non-member manager” of a Client in the case of the Co-Investment Funds and any other Client that is a limited liability company. Clearlake does not participate in or sponsor any wrap fee programs. As of December 31, 2025, Clearlake had approximately $83,571,803,011 1 of regulatory assets under management, all of which is managed by Clearlake on a discretionary basis. Clearlake does not manage any Client assets on a non-discretionary basis. Together with Trinitas and Pathway, Clearlake has assets under management of approximately $185,985,138,947. 2

The advisory relationship between each Client and the relevant Clearlake investment advisory entity is governed by their respective collateral management or investment management agreement (collectively, the “Management Agreements”). Management Agreements are generally negotiated among related parties and, as such, their terms, including the fees payable to Clearlake and expenses reimbursable by the Funds, may not be as favorable to the Clients as if they had been negotiated with an unaffiliated, unrelated third party. The management fee, carried interest, offset provisions, and stepdown terms described herein generally pertain to select funds of Clearlake. Terms may vary across different funds and investment vehicles, and investors should review the relevant fund documents for precise details. These Management Fees are typically charged quarterly in advance and are paid directly from the Funds’ assets. Management Fees are payable quarterly in advance and are pro-rated for any period that is less than a full three-month period. As a general matter, Management Fees will be payable during term extensions unless otherwise agreed with investors. CCAM charges Management Fees at an annual rate of up to approximately 0.50% of the defined asset value calculated for each CLO for which it provides investment advisory services. Such Management Fees are generally structured with a portion of such fee payable as a senior Management Fee and a portion payable as a subordinated Management Fee. Management Fees are typically payable quarterly in arrears and are dependent in part on certain cash distribution constraints set forth in the constituent documents for each CLO. The majority of the Funds have a fixed investment time horizon (each a “Closed End Fund(s)”). Closed End Funds are generally subject to a carried interest of between 7.5% to 25% of profits payable to the general partner of a Closed End Fund (the “Carried Interest”) after a return of all capital contributions and a preferred return (at a rate specified in the relevant Fund’s governing documents) thereon to the investors in such Closed End Fund, though the general partner of certain Funds may take an advance of a portion of the carried interest to which it is entitled pursuant to the applicable Fund Agreement (as defined below). Each of Clearlake Opportunities Partners (E), L.P. and Clearlake Capital Partners (E-C), L.P. (collectively with its respective related parallel and feeder funds, the “Evergreen Fund”) is subject to an incentive allocation of 20% of the aggregate realized and unrealized net capital appreciation and profits, generally calculated on an annual (or potentially longer) basis and at other times, such as when withdrawals and/or Regulatory assets under management is calculated as of December 31, 2025 as adjusted for material transactions, commitments and distributions through March 31, 2026. Combined assets under management is calculated as of March 31, 2026.

distributions are made from the Evergreen Fund, payable to the general partner of the Evergreen Fund (the “Incentive Allocation”) after a 6% preferred return has been achieved (on a realized or unrealized basis) with respect to the capital account of an investor in the Evergreen Fund. The Carried Interest and the Incentive Allocation are separate and distinct from the Management Fees paid to Clearlake for advisory services. CCAM is also permitted to receive performance fees, carried interest, or other incentive compensation from the CLOs. Such performance fees generally constitute an amount of up to 20% of the CLO’s excess cash flow in excess of the relevant preferred return or hurdle rate for each CLO. The Management Fee and Carried Interest (or Incentive Allocation, as applicable) for any Fund are negotiated with such Fund’s investors during the fundraising period of the applicable Fund. The Management Fees, Carried Interest and Incentive Allocations may be, and typically are, waived or reduced at the discretion of Clearlake for certain investors (including Dyal, Petershill and affiliates, investors in Clearlake Flagship Plus Partners, L.P. (collectively with its parallel, mini-master, master funds and alternative investment vehicles, the “Plus Fund”) who had previously invested with Clearlake, and partners and personnel of Clearlake). Clearlake does not receive Management Fees, Carried Interest or Incentive Allocations for its services from the Co-Investment Funds. One or more of the Clients or its general partner enters into letter agreements with certain investors whereby in consideration for agreeing to invest certain amounts in such Client and other considerations deemed material to such Client, such investors may be granted rights, benefits and privileges that are not otherwise afforded to other investors, including, without limitation, the right to receive reports from such Client on a more frequent basis or to receive reports that include information not provided to other investors, the right to pay a reduced (or bear no) Carried Interest, Incentive Allocation and/or Management Fee, the right to receive a share of the Carried Interest, Incentive Allocation and/or Management Fees earned by such Client’s general partner and/or manager, and such other rights as may be negotiated between such Client, its general partner and its manager, on the one hand, and such investors, on the other hand. In some cases, these investors may also directly or indirectly (through an affiliate) provide financing, insurance or other advisory services to one or more Clients and/or one or more of their respective portfolio companies. Certain of the Clients’ governing documents provide that such Client’s Management Fees will be calculated on a basis that generally is not tied to the Client’s then-current net asset value. As further specified in the governing documents, from the effective date of the relevant Client until a date specified in the governing documents, generally representing the end of the Client’s defined commitment period (the “Stepdown Date”), Management Fees generally will be calculated based on the amount of the relevant Client’s aggregate commitments. Further, after the Stepdown Date, Management Fees generally will be calculated based on the amount of investment contributions made by the relevant Client (including, without duplication, amounts drawn down under a credit facility in lieu of capital contributions and the amount of any capitalized Fee Income (as defined below) or expenses) in connection with an investment that has not been disposed of or suffered a significant decline in value below its original cost basis that is not likely to be recovered before the expiration of the term of the applicable Client (such investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their respective governing documents, in the event where more than one Client participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Client’s governing documents but not those of one or more other Clients. As a result, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Client, including following the relevant commitment period, and will not be reduced in connection with any write downs, except in the case of Impaired Value Investments. Except where the governing documents expressly provide to the contrary, Management Fees generally will not be reduced (in whole or in part) in the case of partial distributions, partial sales or dispositions of investments or other events not constituting a complete realization, such as reorganizations, recapitalization (including recapitalizations involving dividends), rollover investments in connection with a sale or dividend distribution, restructurings, extraordinary dividends or similar transactions, in each case in circumstances that generally do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. The Management Fees payable to Clearlake could be reduced by an amount pursuant to a “Management Profits Interest Program,” as described further below under “Management Fee Waiver” under Item 11.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized transactionspecific fees and expenses of unrealized investments, including certain fees (such as Fee Income) and expenses paid to Service Providers (as defined below), Clearlake or its affiliates. Further, Management Fees generally will not be reimbursed or refunded under the governing documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. The Management Fee will sometimes be offset by certain Fee Income (as defined below and described under “Transaction-Based Compensation”). The Fund Agreement (as defined below) and Management Agreement of each Client set forth the full list of terms under which Management Fees will be reduced, offset, waived or otherwise adjusted, and consequently investors should expect to bear the full specified Management Fee in the governing documents and related Management Agreements until they are reduced in the circumstances and on the date(s) specified therein. Where there is no Management Fee at the fund level, there is no offset or rebate if fees are charged below the level of the fund. The nature and amount of compensation paid to Clearlake by a Client or an investor potentially will differ from that paid by other Clients or investors, even those investing in similar investments. Generally, any eligible Clearlake partner, member, personnel, officer or director (or their respective family trusts or other estate planning vehicles) and other related persons who invest his or her own capital in any Client does not bear or pay any Management Fees, Carried Interest or Incentive Allocation. All investors and prospective investors should review the limited partnership agreements or other governing agreements of each Client (as amended or restated from time to time, the “Fund Agreements”) and offering documents of each Client in which they have invested or intend to invest in conjunction with this Brochure for complete information on the fees and compensation payable with respect to a particular Client. Other Fees and Expenses As set forth in the Fund Agreements, each Client generally bears expenses relating to its operations. These expenses vary by Client, but typically will include, among other things: legal, organizational, offering and travel expenses (which includes private (including in certain extenuating circumstances, such as during a viral pandemic), first-class or business class travel), including the out-of-pocket expenses, of personnel of the Client’s general partner and advisors incurred in connection with the formation and marketing of the Client and related entities, up to a specified dollar cap. Each Client will also pay any and all other expenses attributable to the activities of the Client and/or its subsidiaries (collectively, “Operating Expenses”) including, without limitation: (i) fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development, acquisition, monitoring, managing, holding, maintaining or disposition of investments, including private placement fees, sales commissions, appraisal fees, taxes, brokerage fees, oversight servicer and servicer fees (including fixed and/or performance fees), research fees, dealer spreads, interest and clearing and settlement charges, commitment fees, underwriting commissions and discounts (including, for the avoidance of doubt, Broker Dealer Fees (as defined below) and costs and expenses of the Broker Dealer Affiliate (as defined below), other than, for the sake of clarity, ordinary overhead of the Broker Dealer Affiliate), fees 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 incorporated into the cost of obtaining such research and market data), administrator fees, costs and expenses (including with respect to administrators that perform anti-money laundering or “know your customer” diligence in connection with the onboarding and ongoing participation of investors in the Client), and third-party legal, accounting, auditing, investment banking, industry, appraisal, valuation, due diligence experts (including, but not limited to, for credit and risk analytics, loss mitigation, real estate and real estate related matters), finders and originators, third-party Service Provider fees and expenses (including with respect to any current or former third-party alternative investment fund manager (within the meaning of the AIFMD (as defined below)) appointed in respect of the Clients and/or any related feeder vehicle, co-investment vehicle or special purpose vehicle), consulting fees (including, without limitation, salary, fees, carried interest or other compensation of any nature paid by the Client to any individual who acts, or previously acted, as an officer of or in an active management role at any portfolio company or issuer (including, without limitation, industry executives, advisors, consultants, operating executives, senior operating advisors, subject matter experts or other persons acting in a similar capacity employed by Clearlake (including, without limitation,

Clearlake’s Operating Advisors and other members of Clearlake’s Executive Council) 3 but excluding investment professionals regularly employed by Clearlake engaged primarily in the investment activities of the Client)), filing, information services and professional fees, travel and related expenses (including airfare which may include first, business, premium class flights or similar cost alternatives and, in certain circumstances, private air travel (including in certain extenuating circumstances, such as during a viral pandemic) that are incurred in accordance with the terms of the Fund Agreement and Clearlake’s travel and expense policies and procedures (which may be amended by Clearlake in its discretion from time to time), lodging, ground transportation, and travel meals), business development, entertainment and all other fees, costs and expenses related to the evaluation, discovery, investigation, development, acquisition, monitoring, managing, holding, maintaining or disposition of potential or actual investments (whether or not consummated and whether or not incurred prior to the Client’s initial closing); (ii) fees, costs and expenses incurred in connection with the carrying or management of investments, including interest and related expenses and custodial, trustee, record keeping and other administration fees, operations fees and expenses and reconciliation expenses; (iii) fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Client or the investors (including, without limitation, any and all costs and expenses of any third-party investment, books and records, portfolio compliance, reporting systems, including, without limitation, consultant, consumer relations management, software licensing, data management and recovery services fees and expenses, and any web portal, extranet tools or other administrative or reporting tools (including subscriptionbased services) for the benefit of the Client or the investors); (iv) fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness, including, without limitation, borrowings (including, without limitation, principal, interest, fees, costs, and expenses incurred in obtaining lines of credit, loan commitments and letters of credit for the account of the Client and in guaranteeing the obligations of any portfolio companies or issuers or their affiliates), dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps; (v) expenses incurred in connection with the Client’s financial statements, reports, notices, tax returns, Schedules K-1 (or similar schedules) and engaging tax advisors or tax return preparers for the Client, including the costs of creating, printing and distributing such financial statements, notices, reports, tax returns and Schedules K-1 (or similar schedules), other communications with investors including expenses incurred in connection with providing investors access to a database or other forum hosted on a website designated by Clearlake (for the avoidance of doubt, excluding any computer hardware, telecommunications and internal accounting costs of Clearlake) and costs and expenses with respect to the partnership representative’s representation of the Client and the investors; (vi) costs and expenses (including fees and disbursements) of third-party attorneys, auditors, accountants and consultants (including consultants performing investment initiatives or providing services related to environmental, social and governance investment considerations and policies); (vii) taxes and other governmental charges that may be incurred or payable by the Client except as may be allocated to one or more specified investors under the relevant Fund Agreement; (viii) fees, costs and expenses relating to the maintenance of registered offices, corporate licensing and similar expenses; (ix) insurance premiums or expenses (including in respect of errors, omissions, fidelity, general partner liability, directors’ and officers’ liability, U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), cyber, crime and similar coverage for the Client’s general partner and manager, Clearlake, their respective affiliates and related entities, any other persons acting on behalf of the Client and any persons acting on behalf of such general partner, manager, Clearlake, their respective affiliates and related entities), (x) fees and expenses (and damages), including accounting, regulatory, administrative and legal fees and expenses (and damages) of such general partner, manager and Clearlake and any of their respective affiliates in connection with ongoing compliance, filing and reporting obligations related to the activities of the Clients, their alternative investment vehicles, their parallel partnerships and any other entities through which they make investments, including, without limitation, relating to capital raising activities, investment activities and ongoing operations (including Form PF and other similar regulatory filings in respect of the Client’s activities), in respect of U.S. federal, state, local, non-U.S. or other law and regulation (including, for example, under applicable “blue sky” rules and regulations, the Foreign Account Tax Compliance Act and the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard, the AIFMD, the CISA (as defined below), the FinSA (as defined below), the SFDR (as defined below) and the EU Taxonomy Regulation (as defined below), as required, and any comparable legislation or regulations published by any other relevant jurisdiction, including filing fees and expenses and expenses related to the preparation and filing of Form PF and other similar regulatory filings) in respect of the Client’s activities (excluding, for the avoidance of

The Executive Council, also referred to as “Operating Advisors,” is a network of operating executives and consultants whose members, at times, participate in various advisory or direct capacities with portfolio companies and issuers and provide Clearlake additional insights into the operating dynamics of businesses.

doubt, any regulatory expenses related to the relevant Clearlake manager’s compliance obligations, as detailed in the relevant Client’s private placement memorandum), or incurred in connection with any litigation or governmental inquiry, investigation or proceeding involving the Client, the general partner of a Client, Clearlake 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 Fund Agreement; (xi) fees, costs and expenses related to the organization, maintenance, development, structuring, operation and winding up of administrative structures in non-U.S. jurisdictions and any special purpose vehicle, including, without limitation, any travel-related expenses that are incurred in accordance with the terms of the Fund Agreement and Clearlake’s travel and expense policies (including airfare which may include first, business, premium class flights or similar cost alternatives and, in certain circumstances, private air travel (including in certain extenuating circumstances, such as during a viral pandemic), lodging, ground transportation, and travel meals) related to any such entity and the salary and benefits of any personnel (including personnel of the manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of any such entity, or other overhead expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by portfolio companies or other third parties and not capitalized as part of the acquisition price of the transaction); (xii) reasonable fees, costs and expenses incurred in connection with the winding up, termination, dissolution or liquidation of the Client, its general partner or any alternative investment vehicle or special purpose vehicle (including any parallel fund vehicles); (xiii) fees, costs and expenses, including travel expenses (which may include private (including in certain extenuating circumstances, such as during a viral pandemic), first or business class air travel), of personnel of the Client’s general partner and its advisors and other expenses, in each case, incurred in connection with the ongoing marketing and offering of interests in the Client, including preparation and negotiation of side letters; (xiv) fees, costs and expenses relating to defaults by investors in the payment of any capital contributions; (xv) broken deal expenses, to the extent not reimbursed by an entity in which the Client has invested or proposes to invest or by other third parties or by co-investors; (xvi) fees, costs and expenses incurred in connection with any restructuring, modifications, revisions or amendments (except as otherwise provided in the Fund Agreement) to the applicable Fund Agreements of a Client and its related entities, including its general partner, manager and Clearlake, to the extent that such restructuring, modifications, revisions or amendments are incurred in relation to any regulatory changes affecting the Client, any of its alternative investment vehicles or any special purpose vehicles, including any parallel funds, its general partner, manager and/or Clearlake; (xvii) fees, costs and expenses incurred in connection with the formation, organization and operation of alternative investment vehicles or special purpose vehicles (including any parallel fund vehicles) to the extent permitted under the Fund Agreements; (xviii) reasonable fees, costs and expenses incurred in connection with distributions to investors and in connection with any meetings of the investors called by the Client or any meetings of a committee established pursuant to the applicable Fund Agreements (including the Client’s advisory board) (and ancillary activities related thereto, including any legal counsel appointed on behalf of such advisory board pursuant to the applicable Fund Agreements) or the annual meeting of investors including travel (including airfare which may include first, business, premium class flights or similar cost alternatives and, in certain circumstances, private air travel (including in certain extenuating circumstances, such as during a viral pandemic)) and related expenses that are incurred in accordance with the terms of the Fund Agreement, and Clearlake’s travel and expense policies and procedures (including airfare, lodging, ground transportation, and meals), of Clearlake and its representatives and members of the Client’s advisory board (including the initial compliance contemplated by the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) together with Commission Delegated Regulation (EU) No 231/2013 supplementing Directive 2011/61/EU together with the United Kingdom Alternative Investment Fund Managers Regulations 2013 (in each case, as amended), or subordinate legislation thereto, as implemented in any relevant jurisdiction (together, the “AIFMD”), the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and the implementation thereof (the “CISA”), the Financial Services Act 2018 (the “FinSA”), the EU Sustainable Finance Disclosure Regulation (EU) 2019/2088 (the “SFDR”) and/or the EU Taxonomy Regulation (EU) 2020/852 (the “EU Taxonomy Regulation”)), expenses incurred in connection with non-U.S. local broker-dealers and agents engaged to comply with applicable laws or regulations, and other reasonable expenses of the investors as determined in Clearlake’s reasonable discretion, in each case, incurred in connection with attending the annual meeting; (xix) reasonable third-party fees, costs and expenses incurred in connection with computing the value of the assets of the Client (including, without limitation and as applicable, fees, costs and expenses associated with advisors, independent pricing services and valuation consultants); (xx) expenses related to the Client’s indemnification obligations pursuant to the Fund Agreements; (xxi) reasonable administration fees payable to an administrator of the Client or any other person providing administrative or similar services to the Client; (xxii) fees, costs and expenses incurred by the Client, its general partner, Clearlake or their respective affiliates or personnel or any service provider for, or resulting from, letters of credit or similar credit support of the Client; (xxiii) the

Management Fees payable pursuant to the Fund Agreements; (xxiv) reasonable expenses incurred in connection with compliance with side letters and most favored nations processes; (xxv) any other expenses of the Client, its manager or their respective affiliates approved by the Client’s advisory board; (xxvi) all fees, costs, expenses, liabilities and obligations relating or attributable to sale, custodial, depository (including a depository appointed pursuant to the AIFMD), a Swiss representative, paying agent or ombudsman appointed pursuant to the CISA, the FinSA, as well as any similar law, rule or regulation related to the implementation thereof, trustee, record keeping, account and similar services; (xxvii) any activities with respect to protecting the confidential or non-public nature of any information or data, including confidential information (including any costs and expenses incurred in connection with Regulation SP or the General Data Protection Regulation (EU 2016/679 (as amended) (or other data protection laws implemented in other jurisdictions) or Section 552(a) of Title 5, United States Code (commonly known as the “Freedom of Information Act”), any state public records access laws, any state or other jurisdiction’s laws similar in intent or effect to the Freedom of Information Act or any other similar statutory or regulatory requirement that might result in the public disclosure of confidential information whether currently in force or enacted in the future); (xxviii) all fees, costs, expenses, liabilities and obligations relating to the Client’s compliance with any law, rule, regulation, policy, directive or special measure (including in relation to privacy, know-your-customer, anti-money laundering, sanctions, anti-terrorism or environmental, social or governance considerations); (xxix) fees, costs and expenses incurred in connection with the attendance of any member, manager, shareholder, partner, director, officer, personnel or affiliate of the general partner or the manager at any trade conference, including any applicable registration fees and exhibition, sponsorship or other presentation fees, costs and expenses; (xxx) all fees, costs, expenses, liabilities and obligations relating to actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including any judgment, other award or settlement entered into 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 Fund Agreement; and (xxxi) the Client’s allocable portion of all fees, costs and expenses incurred in connection with organizing, maintaining, administering, operating and negotiating joint ventures or arrangements and CLO platforms, including the Client’s allocable portion of any carried interest, incentive allocation, management fees or other similar fees, costs and expenses or compensation (including expense reimbursement), in each case, payable or allocable to joint venture partners or CLO platform partners of the Client, any parallel fund, any special purpose vehicle, any subsidiary of the Client, any portfolio company or any affiliate of the foregoing. Generally included in the expenses permitted to be borne by a Client are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other Service Providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. The inclusion of an expense category in a Client’s governing documents shall not impose upon Clearlake any obligation to charge such expense (or the full amount thereof) to such Client; rather, permitted expenses shall be allocated and charged by Clearlake, in its sole discretion, to the Client or Clients it deems appropriate. Clearlake and its affiliates are permitted to incur fees, costs, and expenses on behalf of one or more Clients. If any operating expenses are incurred for the account or for the benefit of more than one Client, Clearlake will allocate such operating expenses among the Clients in such manner as Clearlake considers fair and reasonable. Furthermore, expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Client expenses in calculating the gross and net performance of the relevant Client, and so Clearlake expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. Clearlake maintains various operational policies and procedures governing the reimbursement and allocation of expenses borne by the Clients. These policies are subject to amendment by Clearlake in its sole discretion from time to time in response to evolving business conditions, market practices, regulatory developments, and external events (including, without limitation, public health emergencies, macroeconomic disruption, and similar circumstances). As a result, different Clients may be subject to different versions of such policies depending on the policies in effect at the time of each Client’s fundraising or the applicable closing of such Client’s offering, and the expenses borne by one Client under an applicable policy may differ from those borne by another Client of a different vintage. Clearlake may in the future develop policies and procedures to address the allocation of expenses that differ from its current practice. Subject to each Client’s relevant governing documents, Clearlake reserves the right to agree with operating partners, joint venture or similar partners, or other persons, including service providers (including suppliers, vendors, consultants, law firms (including Fund or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such

persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Client in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Client if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Client’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. The expenses borne by each of the Clients are more fully described in the applicable Fund Agreements. Transaction-Based Compensation Clearlake, the Co-Founders or any of their respective affiliates are permitted to receive certain fee income, including origination fees, management fees, consulting fees, commitment fees, closing fees, restructuring fees, transaction fees, advisory fees, monitoring fees, directors’ fees, trustees’ fees, topping fees, break-up fees or other similar fees or payments (whether in the form of cash, options, stock or otherwise) with respect to investments or proposed or unconsummated investments by a Client (“Fee Income”). Any unreimbursed out-of-pocket expenses related to the applicable transaction (including any unconsummated transactions) will be applied to reduce Fee Income. Thereafter, for any Clients which bear Management Fees, any Fee Income allocable to consummated or unconsummated investments by the Client after payment of such unreimbursed out-of-pocket expenses will be used to reduce the Management Fees otherwise payable by the Management Fee-bearing investors in the manner described in the relevant Fund Agreement. To the extent that such reductions have eliminated all future Management Fees, the remaining amounts of such reductions will not be refunded to the Client for distribution to the investors (unless otherwise explicitly agreed with an investor) and will be for the benefit of Clearlake and its affiliates. These fees are not always based on an exit or sale of an investment. Accordingly, Clearlake may receive such fees even when a Client does not ultimately profit from an investment. As stated in the applicable Client’s governing documents, between 80% and 100% of the remaining portion of the Fee Income that is allocable to the applicable Fund is used to reduce or offset the Management Fees otherwise payable by the applicable Client. As a matter of practice, Clearlake is typically paid Fee Income from, on behalf of or with respect to co-investors and other owners of an investment, as well as other fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not reduce the Management Fee payable by any Client(s) that have also invested in such investment, and, as a result, a Client will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any such fee. “Fully diluted” basis calculations generally relate to a Client’s ownership of a portfolio company’s common equity, including ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain Client investments into a portfolio company, such as debt or certain debt-like investments (e.g., nonparticipating preferred equity), is not a factor when determining a Client’s allocable portion of a fee on a “fully diluted” basis. Fee Income that will not be allocated to such Client (and which Clearlake and its affiliates are permitted to retain) includes the portion of any fee related to (i) general partner, affiliated partner, or other fee-free investors, (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by Clearlake, Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in such Client’s portfolio company and/or other owners) and (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant; such Fee Income not allocated to the Client and, in turn, not allocated to the Management Fee-bearing investors in such Client, will not be applied to reduce the Management Fee otherwise payable by such Client and will be returned for the benefit of Clearlake. Clearlake’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. Notwithstanding the foregoing, “Fee Income” will not include (and therefore will not result in reductions or offsets to the Management Fee), (a) reimbursements by issuers of the costs or expenses incurred by a Fund, its general partner, its manager, Clearlake or any of their respective affiliates in connection with an investment, (b) fees and expenses incurred in connection with the entering into revolving credit facilities or any other debt or leverage facility or facilities or other loans or extensions of credit provided by Clearlake, any Minority Investor and their respective affiliates, (c) fees and expenses that comprise or constitute “Operating Expenses” of a Fund, (d) salary, fees, carried interest, incentive allocation or other compensation of any nature paid by any portfolio company or issuer to any individual who acts as an officer of or in an active management role at such portfolio company or issuer (including, without limitation, industry executives, advisors, consultants, operating executives, senior operating advisors, subject matter experts or other persons acting in a similar

capacity employed by Clearlake (including, without limitation, Operating Advisors and other members of Clearlake’s Executive Council) but excluding investment professionals regularly employed by Clearlake engaged primarily in the ongoing investment activities of a Fund), (e) fees, costs and expenses or other amounts or compensation received by Clearlake or its affiliates with respect to any warehoused investment, (f) for certain Clients, as described in their respective governing documents, Broker Dealer Fees (as defined below), and (g) except as expressly set forth in the applicable Fund Agreement, all fees, costs and expenses or other amounts or compensation (including management fees, operating expenses, incentive allocation and/or carried interest) earned by Clearlake or Trinitas or otherwise borne with respect to investments and/or securities that are managed or advised by Clearlake or Trinitas; or (g) amounts received by Clearlake as described under “Special Investment Structure Compensation” below. If more than one Client has participated in an investment or would have participated in an unconsummated investment generating a Fee Income, then only such portion of such Fee Income that is fairly allocable to each such Client based on the nature of the transaction giving rise to such Fee Income will be included in the applicable Management Fee offset described above. For the avoidance of doubt, Clearlake also will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer Client portfolio companies. Similarly, to the extent a former Clearlake personnel becomes a consultant to, or employed by, a portfolio company, no compensation earned by such former personnel will offset the Management Fee, whether or not such former personnel has a remaining interest in the relevant investment vehicle’s general partner or affiliated entity. However, in the event that Clearlake employs a person that previously received compensation from a portfolio company, limited partners that pay a Management Fee will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with Clearlake, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. Unless otherwise agreed with investors, Fee Income generally will be payable during term extensions, even if Management Fees are reduced or eliminated during the extended term. Complete information regarding the use and distribution of Fee Income is found in the applicable Fund Agreements. Each of the foregoing conditions is expected to reduce the amount of Fee Income otherwise available to be offset against Management Fees, resulting in a potential material benefit to Clearlake over the life of the relevant Client, and the existence of such potential benefit creates an incentive for Clearlake to seek to increase such amounts. For certain Clients, the applicable limited partnership agreements provide that in the event offsetable fees exceed Management Fees within a period, such excess offsetable fees will be rolled forward for potential offset in future periods. Any amounts remaining at the end of the Fund’s life will be offered to limited partners on a pro rata basis, unless declined, in which case such amounts may be retained by Clearlake. The Broker Dealer Affiliate (as defined in Item 10) is registered as a broker-dealer and is permitted to advise on the issuance of equity or debt securities and related services requiring such registration, and potentially will receive underwriting fees, placement commissions, debt placement fees, syndication fees, solicitation fees, arranger fees, financing and/or refinancing fees, dealer-manager fees, brokerage fees, origination fees, interest payments or other compensation with respect to such activities, which are permitted to take the form of discounts, commissions, concessions, spreads or fees from portfolio companies (such fees, “Broker Dealer Fees”). In certain cases such Broker Dealer Fees will potentially be treated as Fee Income even if paid by or on behalf of, or otherwise derived from, portfolio companies, and will potentially not be offset against the Management Fee, as specified in the provisions of the governing documents of the relevant Client. Special Investment Structure Compensation Except as provided in the following sentence, any fees, costs and expenses or other amounts or compensation (including management fees, operating expenses, incentive allocation and/or carried interest) earned by Clearlake or Trinitas or otherwise borne with respect to investments and/or securities that are managed by Clearlake that are acquired by a Fund in the primary (but not secondary) market will either be rebated to such Fund or offset the Management Fee (including, for example, by causing the Fund to not bear any management fees or incentive compensation at the level of the CLO managed by CCAM or Trinitas); provided, that, only the portion of such fees allocable to the Fund’s investment in such primary issuance will be so rebated or offset, up to the amount of such fees actually paid or allocated to Clearlake (and not to any other person, including any other owner of or investor in CCAM or Trinitas). Notwithstanding the foregoing, any and all fees, costs and expenses or other amounts or compensation that are paid to Clearlake or Trinitas in respect of the administration and operation of any such CLO platform (including in respect of credit research, back office functions and shared services) will be borne by such CLO platform or the Fund, as the case may be, and will not offset the Management Fee.

Additionally, the Co-Founders and other Clearlake investment professionals invest, directly and indirectly, in certain Funds in an effort to align Clearlake’s and the Funds’ interests. Upon the final liquidation or on an interim basis, as applicable, of certain Funds, the general partner of such a Fund may be required to contribute the relevant amount (on a net after-tax basis) to such Fund for distribution to the investors to the extent that it has received cumulative distributions of Carried Interest to which it was not otherwise entitled on an aggregate basis, taking into account all investments made by such Fund. The Incentive Allocation that is payable in the case of the Evergreen Fund is not subject to such a “clawback” arrangement; however, in the case of certain of the investment vehicles comprising the Evergreen Fund, the general partner of such investment vehicles is required to maintain an escrow arrangement at the level of such investment vehicles such that a portion of the Incentive Allocation otherwise allocable to such general partner is required to be held back and not distributed to such general partner until the Client distributes to an investor an amount equal to such investor’s capital contribution plus the 6% preferred return thereon, or until the general partner of such Client reasonably determines in good faith that the Client has (or would have) realized a cumulative amount attributable to such investor, in cash, equal to all of such investor’s capital contributions plus the 6% preferred return thereon. Side-by-Side Management Subject to the terms of each Client’s applicable Fund Agreements, Clearlake reserves the right to commence the operation of another pooled investment fund with overall objectives substantially similar to those of a Closed End Fund. In the event that a successor pooled investment fund is making investments at the same time as a predecessor Fund, Clearlake will allocate investment opportunities between such Funds in accordance with its investment allocation policies and procedures. Clearlake provides concurrent advisory services to Clients, including the Co-Investment Funds, that charge different rates of Carried Interest, Incentive Allocations, Management Fees, Fee Income or other types of compensation. The potential for Clearlake’s related persons to receive greater Carried Interest, Incentive Allocations, Management Fees or Fee Income creates a potential conflict of interest with respect to the allocation of investment opportunities, as Clearlake has an incentive to allocate investments in favor of the Client that pays a higher Carried Interest, Incentive Allocation, Management Fee or Fee Income. Clearlake potentially will also face a conflict of interest when (1) the actions taken on behalf of one Client impact other similar or different Clients (e.g., because such Clients have the same or similar investment strategies or otherwise compete for investment opportunities) and (2) Clearlake and its personnel have differing interests in such Client (e.g., the Clients expose Clearlake or its related persons, including an affiliate of Clearlake in its capacity as the general partner of a Client, to differing potential for gain or loss through differing ownership interests or compensation structures, such as performance-based allocations) because Clearlake has an incentive to favor certain Clients over others with respect to which Clearlake may be entitled to less compensation. Clearlake’s policies and procedures are intended to mitigate the potential conflicts of interest associated with the making of investment decisions.

The investors in the Clients generally include corporations, endowments, foundations, trusts, estates, private investment funds, individuals, governmental entities and corporate and governmental pension and profit-sharing plans. Interests in the Clients are offered pursuant to the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and the Clients (other than the RIC) are exempt from registration as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Clients are offered only to persons who are “accredited investors” (as defined in Regulation D under the Securities Act) or to persons who are otherwise permitted to invest under applicable securities laws. Additionally, with respect to each Client, either (i) all of the investors in the Client are required to be “qualified purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or a “non-U.S. person,” as defined under Rule 902 under the Securities Act or (ii) the Client will be permitted to be beneficially owned by no more than 99 persons. Minimum Investment Requirements In general, the minimum capital commitment required of an investor to participate in a Fund is $10,000,000; however, the general partner of each Client reserves the right to reduce the minimum capital commitment, as well as accept capital commitments of lesser amounts, in its sole discretion. Investors are requested to refer to the Fund Agreements and offering documents of each Client for complete information on minimum investment requirements for participation in such Client.

Clearlake’s strategy in special situations and distressed investing helps companies confront the common issues faced in volatile situations, such as: difficulty accessing capital; uncertainty amongst customers, vendors, personnel, and other stakeholders; need for sponsorship and leadership; and complexity of transaction structures. Typically, in private transactions, the main source of information regarding prospective portfolio companies or issuers is due diligence performed on such companies, which involves among other activities, inspecting the books and records of the company, initiating dialogue about potential acquisitions with the management teams or owners of such companies and formulating and researching investment theses of such companies. On certain occasions, an investment is made in a public company, in which case publicly filed corporate documents are also inspected by Clearlake. In the course of undertaking transactions, Clearlake consults with professional advisers, including lawyers, accountants and other professional advisers.

The Fund Agreements and offering documents of each Client set out investment objectives, limitations and restrictions, which vary from Client to Client. Risks Investing in the Clients involves a high degree of risk that investors should carefully consider before making an investment. A more detailed discussion of specific risks applicable to a particular Client are enumerated in the confidential private placement memorandum or other disclosure documents with respect to each Client, which should be reviewed carefully by each prospective investor in a Client. The investment programs of Clients entail, among others, the following risks: Risk of Loss: Investing in the Clients involves a risk of loss, and there can be no guarantee that a particular level of return will be achieved. Investors should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. Clearlake’s services are not intended to provide a complete investment program for investors and are suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Clients. Clearlake expects that the assets it manages do not represent all of an investor’s assets. There can be no assurance that any Client will be able to implement its investment strategy or avoid losses. General Economic Conditions and Recent Events: The turmoil in recent years in the global financial markets, particularly in the United States, Europe, and China, has illustrated that the current environment continues to be characterized by uncertainty, volatility and instability. These conditions have resulted in disruption in the global credit markets, periods of reduced liquidity, greater volatility, general widening of credit spreads, an acute contraction in the availability of credit and a lack of price transparency. These volatile and often difficult global credit market conditions have episodically adversely affected the market values of equity, fixed-income and other securities, and this volatility may continue and conditions could even deteriorate further. Some of the largest banks and companies across many sectors of the economy in the United States and Europe have declared insolvency, entered into bankruptcy, administration or similar proceedings, been nationalized by government authorities, and/or agreed to merge with or be acquired by other banks or companies that had been considered their peers. Moreover, the current U.S. administration has taken actions to withdraw from and/or modify certain international trade agreements, has supported greater restrictions on trade generally and has withdrawn its support of other international organizations such as the World Health Organization. In particular, a potential trade dispute with China, mounting tariffs and global tensions in supply chains, trade and U.S. relations with China have the potential to rattle global markets and create increased uncertainty over global economic growth. Any such actions, and the continued escalation in tensions between the U.S. and China, the ongoing Russia-Ukraine conflict and the Israeli-Palestinian conflict may adversely affect the broader geopolitical environment and global economic stability, which could negatively impact the business, financial condition and performance of the Clients and their investments. The long-term impact of these events is uncertain but could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Investments made by the Clients are expected to be sensitive to the performance of the overall economy. A negative impact on economic fundamentals and consumer and business confidence would likely increase market volatility and reduce liquidity, both of which could have a material adverse effect on the performance of a Client, and these or similar events may affect the ability of a Client to execute its investment strategies. Commodity Price Volatility: The value of a Client’s investments may be dependent upon the market price for oil, natural gas and other hydrocarbons, which value ultimately impacts the demand for their products and services. Historically, the markets for hydrocarbons have been volatile and such volatility is likely to continue in the future. Various factors beyond the control of a Client or its general partner or any operator will affect hydrocarbon prices including: (i) the worldwide and domestic supplies of oil and natural gas; (ii) the ability of the members of the Organization of the Petroleum Exporting Countries to agree to and maintain oil prices and production controls; (iii) political instability or armed conflict in the Middle East and other oil or natural gas producing regions; (iv) terrorist acts; (v) the price and level of foreign imports; (vi) the level of consumer demand; (vii) the price, availability and acceptance of alternative fuels; (viii) the availability of pipeline capacity; (ix) weather conditions; (x) transportation interruption; (xi) domestic and foreign governmental regulations, price controls and taxes; (xii) domestic and foreign environmental laws and regulations; and (xiii) the overall economic environment, including interest rates, levels of economic activity, the price of securities and the participation by other investors in the financial markets. There can

be no assurance that there will not be a significant decline in the prevailing price for hydrocarbons, which could adversely affect the value of the Client’s investments and its income from its investments. Price volatility also makes it difficult to budget for, and project the return on, acquisitions, exploration, and development projects. CLO Risks Generally: There are numerous risks associated with investments in a CLO directly or a Fund investing in CLO tranches, including: (i) interests in CLO tranches/equity have limited liquidity and there are restrictions on their transfer; (ii) the CLO may have limited assets to make payment on the securities; (iii) certain securities issued by the CLO, particularly CLO equity, are subject to greater risk of nonpayment than more senior tranches; (iv) and the holders of securities may have limited rights to proceed against defaulting borrowers. Holders of interests in CLO tranches/equity are also exposed to the risks of the underlying assets in which the CLO invests, which consist primarily of senior secured bank loans, with a potential secondary focus on other types of leveraged credit, such as high yield debt securities. In addition, Clearlake or its affiliates may, from time to time, obtain material non-public information regarding a borrower whose loans are among the underlying assets of a CLO, including through participation on ad hoc lender groups, creditors’ committees or boards of directors. The receipt of such information may restrict the ability of the CLO or a Client to trade in CLO tranches or underlying positions involving such borrower, which could adversely affect a Client's ability to manage its CLO exposure or liquidate its position in a timely manner. Investors should carefully review a CLO and or Fund’s private offering memoranda. Credit Risk. All of the debt securities in which certain Clients invest are exposed to credit risk, which is the possibility that the issuer of a debt security will default on its obligation to pay interest and/or principal which could cause a Client to lose money. Corporate debt securities rated lower than BBB- are below investment grade and therefore are considered to have significant credit risk. A significant portion of the assets of the Clients managed by CCAM have ratings at or below this level. Debt securities with lower credit ratings generally pay a higher level of income to debt holders but carry a greater risk of default. Liquidity Risk: Liquidity risk exists when a particular security or other instrument is difficult to trade. A fund’s investment in illiquid assets may reduce the returns of the fund, if any, because the fund may not be able to sell the assets at the time desired for an acceptable price or might not be able to sell the assets at all. Liquidity may also be dependent on general market conditions, in addition to asset specific demand. Many of the assets in which the Clients invest, including senior secured bank loans, are less liquid than other types of investments. Public Health Emergencies; COVID-19: Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, 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 the Clients. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Clients. The extent of the impact on the Clients’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Clients to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Clients intend to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Clients, their portfolio companies, the general partners and Clearlake may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and

methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Uncertain Economic, Social and Political Environment: Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Client and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Client and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Client’s portfolio companies. Business and Market Risks: The investments made by the Clients involve a high degree of business and financial risk that can result in substantial losses. 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 competitive environment, changes in national or international economic and market conditions and changes in laws, regulations, trade barriers, commodity prices and controls, fiscal policies or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks and security operations. In addition, the ability of Clearlake to successfully implement its strategy may entail a high degree of uncertainty. The possibility of partial or total loss of capital will exist and investors should not invest unless they can readily bear the consequences of such a loss. Inflation and Deflation: Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Client’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which a Client invests and may make defaults more likely, which may result in a decline in the value of a Client’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on investments and a Client’s aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, the portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Clients. Financial Institution Risk; Distress Events: An investment in a Client is subject to the risk that one of the Client’s banks, brokers, hedging counterparties, lenders, managers or other custodians of some or all of the Client’s (or any portfolio company’s) assets (each, a “Financial Institution”) fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. In the event a Financial Institution experiences a Distress Event, Clearlake, any general partner, the Clients and/or their portfolio companies may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the

relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any governmental intervention will occur, be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of Clearlake to manage the Clients and their investments, and on the ability of Clearlake, any Client and/or portfolio companies to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to include: a loss of funds, a Client’s obligation to pay fees and expenses in the event the Client is not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of investors to make capital contributions or otherwise), as well as the inability of a Client to acquire or dispose of investments at prices that the relevant general partner believes reflect the fair value of such investments and/or the inability of portfolio companies to make payroll, fulfill obligations and maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that Clearlake will experience operational burdens and expenses, and a Client or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). Although Clearlake expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses, delays or other negative impacts. The Clients and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Client or Service Providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Client, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services or otherwise, that Clearlake and/or the relevant Client maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although Clearlake seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, Clearlake is under no obligation to use a minimum number of custodians with respect to any Client, or to maintain account balances at or below the relevant insured amounts. Acts of God; Force Majeure Risk: Portfolio companies may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, “Acts of God,” fire, hurricanes, tropical storms, floods, earthquakes or other natural disasters, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, electricity shortages or other national or local emergencies) that are beyond the control of, and are not easily foreseeable by, the Clients, their general partners or Clearlake. Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to the Clients) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to a portfolio company or the Clients of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Clients may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or its assets, could result in a loss to the Clients, including if its investment in a portfolio company is canceled, unwound or acquired (which could be without what the Clients consider to be adequate compensation). Any of the foregoing may therefore adversely affect the performance of the Clients and their investments. There is a risk of terrorist attacks causing significant loss of life and property damage and disruptions in global markets. Economic and diplomatic sanctions may be in place or imposed on certain states and military action may be commenced. The impact of such events is unclear, but could have a material effect on general economic conditions and market liquidity. Availability of Insurance Against Certain Catastrophic Losses: Certain losses of a catastrophic nature, such as wars, earthquakes, typhoons, hurricanes, terrorist attacks, mass shootings, floods, pandemics, epidemics, or other similar events, may be either uninsurable or insurable at such high rates that to maintain such coverage would cause an adverse impact on the related investments. In general, losses related to terrorism are becoming harder and

more expensive to insure against. Some insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total costs of casualty insurance for a property, if decided to be obtained. Similarly, cybersecurity incidents and cyber-attacks are becoming harder and more expensive to insure against. Losses related to such incidents are difficult to assess and quantify. As a result, all investments may not be insured against terrorism, cybersecurity incidents or certain other risks. If a major uninsured loss occurs, the Clients could lose both invested capital in and anticipated profits from the affected investments. In general, the applicable general partner will have discretion as to the type and level of coverage to obtain, or whether to obtain insurance at all. Highly Competitive Market for Investment Opportunities: The activity of identifying, completing, and realizing attractive investments to be pursued as part of the Clients’ investment programs is highly competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to market conditions as well as the prevailing regulatory and political climate. In particular, in light of changes in such conditions, including changes in the availability and cost of debt financing, certain types of investment opportunities may not be available to the Clients on terms that are as attractive as the terms on which opportunities were available to previous investment programs sponsored by Clearlake. The Clients will be competing for investment opportunities with a significant number of other investors, some of whom will have greater financial, human and other resources than the Clients and may have a competitive advantage over the Clients. Such competitors may include, without limitation, other investment partnerships and corporations, business development companies, sovereign wealth funds, domestic and international public pension plans, the public debt and equity markets, individuals, financial institutions and other financial investors investing directly or through affiliates. Furthermore, over the past several years, an everincreasing number of private investment funds with objectives similar to those of the Clients have been formed, and many such existing funds have grown substantially in size. Additional funds with similar investment objectives may be formed in the future by other unrelated parties. Some of the foregoing competitors may have more relevant experience, greater financial, technical, marketing and other resources, more personnel, higher risk tolerances, different risk assessments, lower return thresholds, lower cost of capital, synergistic cost savings and access to funding sources unavailable to Clearlake and the Clients. Consequently, competition for appropriate investment opportunities has increased, and it is possible that competition for appropriate investment opportunities may continue to increase, thus reducing the number of investment opportunities available to the Clients and adversely affecting the terms, including, without limitation, pricing, upon which investments can be made. Such competition may be particularly acute with respect to participation by the Clients in auction proceedings. In addition, the availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. Therefore, identification of attractive investment opportunities is difficult and involves a high degree of uncertainty, and competition for such opportunities may become more intense. There can be no assurance that the returns on the Clients’ investments will be commensurate with the risk of the investment in the Clients. Enhanced Scrutiny and Potential Regulation of Private Investment Funds Industry: There continues to be discussions regarding enhanced governmental scrutiny and/or increased regulation of the private funds industry and, more generally, there is an increased focus on tax avoidance strategies employed by businesses. There can be no assurance that any such scrutiny, regulation or focus will not have an adverse impact on the Clients’ activities, including the ability of the Clients to effectively and timely address new rules and regulations or otherwise execute their investment strategy or achieve their investment objectives. In particular, the Clients may be required to incur additional costs and expenses in implementing structural changes in the conduct of the Clients’ business, including to establish greater substance in certain jurisdictions in which the Clients invest or propose to invest, and the Clients may also become directly or indirectly subject to additional tax liabilities (for example through restrictions on or denial of the deductibility of interest expenses against taxable profits). The foregoing may make it less attractive or impractical to continue to invest in one or more jurisdictions. Furthermore, it is unclear what further legal or regulatory changes may be implemented in the jurisdictions in which the Clients or their portfolio companies operate, which changes may result in increased costs and expenses being incurred by the Clients in order to ensure compliance with any new regimes. There have been significant legislative developments affecting the private investment funds industry. The SEC has proposed, and is expected to continue to propose, rules that will impact the business of Clearlake and the Clients. Such current and future rulemaking is expected to impact Clearlake and its affiliates, the Clients and/or their

investments and the Clients have the potential to bear significant increased costs as a result of such rules. In light of the heightened regulatory environment in which the Clients and Clearlake operate and the ever-increasing regulations applicable to private investment funds and their investment advisers, it has become increasingly expensive and timeconsuming for the Clients, Clearlake and their affiliates to comply with such regulatory reporting and compliancerelated obligations. Any further increases in the regulations applicable to private investment funds generally or the Clients and/or Clearlake in particular may result in increased expenses associated with the Clients’ activities and additional resources of Clearlake being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for investors and/or have an adverse effect on the ability of the Clients to effectively achieve their investment objectives. In addition, as private fund firms and other alternative asset managers become more influential participants in the European, U.S. and global financial markets and economy generally, the private fund industry has been subject to increased legislative and regulatory scrutiny. This may increase the Clients’, the General Partner’s, and Clearlake’s exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight can also impose administrative burdens on the Clients, the General Partner and Clearlake, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens may divert the General Partner’s and Clearlake’s time, attention and resources from portfolio management activities, and may furthermore place the Clients at a competitive disadvantage to the extent that their portfolio companies are required to disclose sensitive business information. Various U.S. federal, U.S. state and local agencies have been examining the role of placement agents, finders and other similar private fund service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information, and in connection therewith, new and/or proposed rules and regulations in this arena may increase the possibility that the General Partner and its affiliates may be exposed to claims and/or actions that could require an investor to withdraw from a Client. There can be no assurance that the foregoing will not have an adverse impact on the Clients, the General Partner, Clearlake, or their respective affiliates, or otherwise impede the ability of the Clients, the General Partner, or Clearlake to effectively achieve their investment objectives. 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, hedge funds and private equity funds. There is therefore a material risk that regulatory agencies in the U.S., Europe, Asia or elsewhere may adopt burdensome laws (including tax laws) or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the private equity industry, or other changes that could adversely affect private equity firms and the funds they sponsor, including the Clients. Finally, laws governing the licensing of lending activities in Europe vary from jurisdiction to jurisdiction. Clearlake strives to conduct the activities of the Clients in such a manner as to avoid any such licensing requirements but notably changes in case law or interpretation of the laws and regulations or new laws and regulations may require adaptations in the future. Credit funds have been the subject of increasing regulatory focus at international and regional level. To the extent that the Clients are engaged in lending activity, they may be subject to restrictions on their activities and be obliged to comply with regulatory reporting and disclosure requirements in accordance with AIFMD II and/or other future regulatory initiatives. This may impact upon the activities and/or returns of the Clients, lead to additional costs and expenses, and/or require the commitment of additional resources. The International Organisation of Securities Commissions (IOSCO) and the Financial Stability Board (FSB) have called on regulators to consider issues arising from the rapid growth in private finance, including in relation to systemic risk, transparency, leverage, liquidity, and conflicts of interest. It is likely that regulators will continue to focus on the credit funds sector and may introduce further regulatory requirements in the future. From 2026, AIFMD II will introduce rules in respect of funds that originate loans, including in relation to (a) leverage limits, (b) liquidity requirements for open-ended loan-originating funds, (c) a limit on exposure to a single financial institution, (d) a prohibition on lending to certain entities and/or individuals that may give rise to conflicts of interest, (e) a ban on ‘originate-to-distribute’ strategies, (f) a risk retention requirement, (g) mandatory disclosures and reporting, and (h) policies and procedures for loan origination.

Antitrust Issues. Portfolio companies will be subject to the antitrust and competition rules that apply in those countries or regions in which they do business. Failure to comply with those rules could expose the infringing company to sanctions or penalties including fines and civil damage actions. In some situations, private equity sponsors could be held jointly and severally liable for any sanctions or penalties imposed on a current or previously owned portfolio company for breach of the applicable antitrust rules. In recent years, there have been governmental investigations and lawsuits over whether certain club deals or consortium bids constituted an illegal attempt to collude and drive down the prices of acquisitions. There can be no assurance that Clearlake, the Clients or their respective affiliates will not be subject to third-party litigation and/or investigations involving consortium bids. Moreover, because it is expected that professionals of Clearlake will serve as directors of certain of the portfolio companies, such director positions could increase the risk that the Client and such portfolio companies become subject to enforcement actions for violation of Section 8 of the Clayton Act prohibiting interlocking directorates, or the risk that it would be necessary or advisable for the relevant Clearlake professional to step down as director of the portfolio company. Potential Changes in U.S. Tax Laws. All statements contained herein concerning the U.S. federal income (or other) tax consequences of an investment in the Clients are based on existing law and interpretations thereof. Changes in U.S. federal income (and other) tax laws could materially affect the tax consequences of an investor’s investment in the Clients, and the tax treatment of the Clients’ investments. U.S. and other tax legislation may be enacted in the future, and administrative tax guidance may also be issued in the future, in each case possibly with retroactive effect. While some of these changes could be beneficial, others could negatively affect the after-tax returns of the Clients and the investors. Accordingly, no assurance can be given that the currently anticipated tax treatment of an investment in a Client, or the investments made by a Client, will not be modified by legislative, judicial or administrative changes, possibly with retroactive effect, to the detriment of the investors. Alternative Investment Fund Managers Directive: The AIFMD regulates the activities of private fund managers undertaking fund management activities on behalf of, or marketing fund interests to, investors within the European Economic Area (“EEA”) and the UK, respectively. To the extent a Client is actively marketed to investors domiciled or having their registered office in the EEA or the UK: (i) such Client and Clearlake will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD, which will result in such Client incurring additional costs and expenses; (ii) such Client and Clearlake may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions or the UK, which would result in such Client incurring additional costs and expenses or may otherwise affect the management and operation of the Client; (iii) Clearlake will be required to make detailed information relating to the Client and its investments available to regulators and third parties; and (iv) the AIFMD will also restrict certain activities of a Client in relation to EEA or UK portfolio companies, including, in some circumstances, a Client’s ability to recapitalize, refinance or potentially restructure a portfolio company within the first two years of ownership, which may in turn affect operations of such Client generally. In addition, it is possible that some jurisdictions will elect to restrict or prohibit the marketing of non-EEA funds to investors based in those jurisdictions, which may make it more difficult for a Client to raise its targeted amount of capital commitments. EU Securitisation Regulation: To the extent a Client is actively marketed to investors domiciled or having their registered office in the EEA, the EU Securitisation Regulation may prohibit such Client from acquiring securitization positions which do not comply with the EU’s risk retention criteria, where the securities/instruments of such securitizations were issued on or after January 1, 2019. The EU’s risk retention criteria for securitizations may not be aligned with the criteria for securitizations under the laws of non-EU jurisdictions, where such laws exist, including under U.S. law. This could result in the Client being prohibited from acquiring positions in certain securitizations or similar structures, whether originated in the EU or otherwise, notwithstanding that such transactions would otherwise be permitted in accordance with the Client’s investment strategy/restrictions. United Kingdom Exit from the European Union (“EU”): On January 31, 2020, the United Kingdom (“UK”) formally withdrew from the EU (“Brexit”). After this, the UK entered into a transition period during which the majority of existing EU rules continued to apply in the UK. Following the end of the transition period on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, this did not include an agreement on financial services. In the absence of a

formal agreement on this issue, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. However, the UK government has begun the process of revising certain portions of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time, either by actively legislating to replace onshored EU rules or by passively not implementing or mirroring EU legislative changes. It is possible that the EU may respond to UK initiatives by restricting third-country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Client and its investments, including the ability of a Client to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions). The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU and UK-based businesses, including Clearlake and Client portfolio companies, as applicable. Brexit has already led to disruptions in trade as businesses attempt to adapt cross-border procedures and rules applicable in the UK and in the EU to their activities, products, customers, and suppliers. Continuing uncertainty and the prospect of further disruption may also result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. No Assurance of Investment Return: The Clients’ task of identifying and evaluating investment opportunities, managing such investments and realizing a significant return for investors is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize on such investments successfully. There is no assurance that a Client will be able to invest its capital on attractive terms, generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions contemplated as part of the Clients’ investment strategy. Investors in a Client could experience losses on their investment, including a loss of all capital. There may be little or no near-term cash flow available to the investors from a Client, and there can be no assurance that a Client will make any distribution to the investors. Partial or complete sales, transfers or other dispositions of investments that may result in a return of capital or the realization of gains, if any, may not occur for a number of years after an investment is made. Accordingly, an investment in a Client should only be considered by prospective investors for whom a speculative, illiquid, and longterm investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment. There can be no assurance that projected or target returns for the Clients will be achieved. Recourse to Client Assets: 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, including, without limitation, indemnification of indemnitees. If a Client or an issuer of a portfolio investment defaults on secured indebtedness, for example, the lender may foreclose and such Client could lose its entire investment in the security for such loan. 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. Investments in Equity Securities: The Clients may invest in equity or equity-like securities, and there is no limitation on the type, size, or operating experience of the companies in which the Clients may invest. Investments in equity securities of mid-sized market capitalization companies will have more limited marketability than the securities of larger companies. All of the Clients’ investments in stocks will be subject to normal market risks. While diversification among issuers may mitigate these risks, the Clients are not required to diversify their respective investments in equity securities, and investors must expect fluctuations in the value of equity securities held by the Clients based on market conditions. Because equity securities rank lower in the capital structure of an issuer, such investments may subject 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.

Other Equity and Non-Distressed Investments: The general partner of a Client is authorized to cause such Client to make investments other than in distressed securities. Such investments may include, without limitation, publicly traded equity securities, post-reorganization securities, special situation equities, securities of U.S. and nonU.S. issuers, private debt or equity securities, convertible securities, warrants, futures, options, real estate securities, commodity and other derivatives, and risk arbitrage, which involve special risks. Investments in publicly traded equity securities typically will be based primarily on fundamental research regarding the issuer and its industry. However, the market price of a publicly traded equity security can be adversely affected by a wide variety of broad macroeconomic and market factors unrelated to the financial condition and prospects of the issuer. For example, a Client’s investments in securities of publicly traded companies may be sensitive to movements in the stock market and trends in the overall economy. Because equity securities rank lower in the capital structure of an issuer, such investments may subject investors to additional risks not applicable to debt securities. Special-situation equities are event-driven and may be subject to greater volatility than other equity securities. Investments in U.S. and non-U.S. jurisdictions and issuers may be less liquid and subject to greater price volatility than investments in U.S. markets and issuers. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes. In addition, there may be higher brokerage, custodial and other transactional costs, and less governmental regulation of the securities markets (including less publicly available information about foreign issuers and a lack of uniform accounting standards), as well as risks associated with economic and political developments, different legal systems, and currency conversions. Emerging-market debt securities are not required to meet any rating standards and may not be rated for creditworthiness by any internationally recognized credit rating organization. Emerging-market debt securities rated in the lower and lowest rating categories of internationally recognized credit rating organizations and unrated securities of comparable quality are predominantly speculative with respect to the capacity to pay interest and repay principal in accordance with their terms and generally involve a greater risk of default and volatility in price than securities in higher rating categories. Futures, options, and derivatives involve risks of pricing differences between the market value of the underlying securities and the futures, options, and derivatives and a possible lack of a liquid secondary market for a futures, or options, or derivatives contract and the resulting inability to close a futures, or options, or derivatives position, which could adversely affect a Client. Real estate securities may be subject to the risks associated with direct ownership of real estate, including market, credit and regulatory risks. Risk arbitrage is subject to high risk because of the uncertainty of the outcome of an arbitrage situation, which may depend on the outcome of litigation, changes in the terms of a transaction or regulatory developments or actions. If an evaluation by the manager of a Client of an anticipated outcome of an arbitrage situation should prove incorrect, such Client could experience substantial losses as a result of a decline in the market value of securities in which such Client holds a long position or an increase in the value of securities in which such Client holds a short position. Furthermore, a Client may hold significant equity investments in post-organization portfolio companies, which pose different risk/reward and risk mitigation profiles than do distressed debt securities. Warrants: Certain Clients may receive or purchase warrants or rights. Warrants and rights generally give the holder the right to receive, upon exercise, a security of the issuer at a stated price. Risks associated with the use of warrants and rights are generally similar to risks associated with the use of options. Unlike most options, however, warrants and rights are issued in specific amounts, and warrants generally have longer terms than options. Warrants and rights are not likely to be as liquid as exchange-traded options backed by a recognized clearing agency. In addition, the terms of warrants or rights may limit certain Clients’ ability to exercise the warrants or rights at such time, or in such quantities, as such Clients would otherwise wish. Nature of Distressed Investments: The Clients may invest in equity and 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 to generate successful returns on such investments is unusually high. There can be no assurance that the general partner or the manager will correctly evaluate the nature and magnitude of the various factors that could affect the value of the Client’s investments. In particular, the Clients may 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 the Client, they involve a substantial degree of risk and may not show any return for a considerable period of time, if at all. The Clients may also invest in obligations or securities that are rated below investment grade by recognized rating services and in unrated securities. Securities rated below investment grade and unrated securities are generally expected to offer a higher current yield than that available from higher grade issues but typically involve greater risk.

Securities rated below investment grade and unrated securities are typically subject to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuations in response to changes in interest rates. During periods of economic downturn or rising interest rates, issuers of securities rated below investment grade and unrated instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of securities rated below investment grade and unrated securities, especially in a market characterized by a low volume of trading. In addition, the secondary market for high yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. As a result, the market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and ask prices may be greater than expected in respect of non-distressed securities. Accordingly, a Client could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Senior Loans Risk: Senior secured loans are usually rated below investment grade or may also be unrated. As a result, the risks associated with senior secured loans are 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 a 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, 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 Securities Act, or registered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the managers will rely primarily on their own evaluation of a borrower’s credit quality rather than on any available independent sources. Therefore, a Client will be particularly dependent on the analytical abilities of the applicable manager. 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 a Client 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. Risks of Investing in Senior Secured Bank Loans. The substantial majority of the investments managed by CCAM for the CLOs are senior secured bank loans and CLO tranches. Such senior secured bank loans are typically negotiated by one or more commercial banks or other financial institutions and syndicated among a group of commercial banks and financial institutions and other investors. The CLO tranches are collateralized by primarily senior secured bank loans. The loans are typically made to borrowers which have below investment grade ratings and will generally be highly leveraged companies. Senior secured bank loans typically pay interest based upon floating rates. During periods of rising interest rates, the total payment obligations of the borrowers, issuers, or obligors of floating rate debt will increase, perhaps significantly. This in turn could lead to an increase in default rates on such investments. The investment risks of senior secured bank loans include limited liquidity and secondary market support, the limited supply of some new issue bank loans, the possibility that earnings of the loan obligor may be insufficient to meet its debt service, the declining creditworthiness, and potential for insolvency of the obligor of bank loans during periods of economic downturn, spread compression over the reference interest rate available for reinvestment during any period in which prepayments are received, and if subordinated, subordination to the prior claims of other loans or senior lenders. An economic downturn could severely disrupt the market for bank loans and adversely affect the value of outstanding bank loans and the ability of the obligors to repay principal and pay interest. Senior secured bank loans may become non-performing for a variety of reasons and as a result may require substantial workout negotiations or restructuring that may include a substantial reduction in the interest rate, a

substantial reduction of the principal, or a substantial extension of the amortization or maturity date of the loan. Any such event will likely cause a significant decrease in the interest collections on the loan and/or a significant decrease in the principal collections on the loans. Although some senior loans in which a portfolio will invest will be secured by specific collateral, there can be no assurance that liquidation of such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of bankruptcy of a borrower, the portfolio could experience delays or limitations in its ability to realize the benefits of any collateral securing a senior loan. If a default occurs with respect to a senior secured bank loan, and the holder of the loan sells or otherwise disposes of the loan, the proceeds of the sale or disposition will likely be less than the unpaid principal and interest thereon. Historical information regarding default and recovery rates of senior secured bank loans is limited. Actual default and recovery rates could vary significantly from historical observations. Historical information on the market value volatility of senior secured bank loans is limited, and such loans could be subject to market volatility not apparent from historical volatility studies. Such volatility could be significant at times. Typically, the CLOs managed by CCAM purchase an assignment of, or a participation in, a senior secured bank loan issued under a loan facility to which more than one lender is a party. These loan facilities are most often administered by agent lenders on behalf of the lenders pursuant to a loan agreement. In addition, because of the unique and customized nature of a loan and the private syndication of a loan, certain syndicated loans may not be purchased or sold as easily as publicly traded securities, and the trading volume in the syndicated loan market has been small relative to the market for high-yield bonds. Trading in loans is subject to delays due to their unique and customized nature, and transfers may require extensive documentation, the payment of significant fees, and the consent of an agent bank or the underlying obligor. In addition, the investor may incur additional expenses to the extent it is required to seek recovery upon a default or to participate in the restructuring of a loan. In the event a CLO acquires a participation in a senior secured bank loan, as opposed to an assignment of such loan, the CLO will have a relationship only with the participating institution and not the underlying borrower, which will limit the CLO’s ability to directly enforce its rights with respect to such loan. A senior secured bank loan purchased by a CLO at a price greater than par is generally prepayable in whole or in part at any time at the option of the obligor thereof at par plus accrued unpaid interest thereon. Prepayments may be caused by a variety of factors which are often difficult to predict. Consequently, there exists a risk that loans purchased by a CLO at a price greater than par may experience a capital loss as a result of such a prepayment. Some bank loans acquired by the CLOs may be subordinated loans, which are typically subject to intercreditor arrangements, which may prohibit or restrict the ability of the investor to exercise rights against the obligor with respect to their second liens, to challenge any exercise of remedies against the collateral by the first lien lenders with respect to their first liens, to challenge the enforceability or priority of the first liens on the collateral, and to exercise certain other secured creditor rights, both before and during a default or bankruptcy of the obligor. During a bankruptcy of the obligor, the holder of a junior loan may have to give advance consent to any use of cash collateral approved by the first lien creditors, sales of collateral approved by the first lien lenders and the bankruptcy court, and debtor-in-possession financings. In recent years, a number of judicial decisions in the U.S. have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories. 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 the obligor or has assumed a degree of control over the obligor that creates a fiduciary duty owed to the obligor or its other creditors or shareholders. Because of the nature of bank loans, a Client acquiring a senior secured bank loan could be subject to allegations of lender liability made against it as part of a group of lenders and may be liable for pro rata liabilities of the agent or lead lender. Subordinated Loans or Securities: Certain Clients’ investments may consist of loans or securities, or interests in pools of securities that are subordinated or may be subordinated in right of payment and ranked junior to other securities issued by, or loans made to obligors. In the event of a loss of value of the underlying assets that collateralize such loans, the subordinate portions of the loans may suffer a loss prior to the more senior portions suffering a loss. If a borrower defaults and lacks sufficient assets to satisfy a Client’s loan, such Client may suffer a loss of principal or interest. If a borrower declares bankruptcy, the Client may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. In addition, certain Client’s loans

may be subordinate to other debt of the borrower. As a result, if a borrower defaults on a Client’s loan or on debt senior to a Client’s loan, or in the event of the bankruptcy of a borrower, the Client’s loan will be satisfied only after all senior debt is paid in full. A Client’s ability to amend the terms of its loans, assign its loans, accept prepayments, exercise its remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings relating to borrowers may be limited by intercreditor arrangements if debt senior to its loans exists. The Client may also invest in unitranche debt with a mix of these characteristics. If an obligor experiences financial difficulty, holders of its more senior securities will be entitled to payments in priority to the Client. Some of the Client’s asset-backed investments may also have structural features that divert payments of interest and/or principal to more senior classes of loans or securities backed by the same assets when loss rates or delinquency exceed certain levels. This may interrupt the income the Client receives from its investments, which may lead to the Client having less income to distribute to investors. In addition, many of the obligors are highly leveraged and many of a Client’s investments may be in securities which are unrated or rated below investment grade. Such investments are subject to additional risks, including an increased risk of default during periods of economic downturn, the possibility that the obligor may not be able to meet its debt payments and limited secondary market support, among other risks. Investment Modification Risk: The terms and conditions of loan agreements and related assignments may be amended, modified or waived only by the agreement of the lenders. Generally, any such agreement must include a majority or a super majority (measured by outstanding loans or commitments) or, in certain circumstances, a unanimous vote of the lenders. Consequently, the terms and conditions of the payment obligation arising from investments could be modified, amended or waived in a manner contrary to the preferences of a Client if a sufficient number of the other lenders concurred with such modification, amendment or waiver. There can be no assurance that any obligations arising from an investment will maintain the terms and conditions to which a Client originally agreed. The exercise of remedies may also be subject to the vote of a specified percentage of the lenders thereunder. A Client may consent to certain amendments, waivers or modifications to the investments requested by obligors or the lead agents for loan syndication agreements. A Client may extend or defer the maturity, adjust the outstanding balance of any investment, reduce or forgive interest or fees, release material collateral or guarantees, or otherwise amend, modify or waive the terms of any related loan agreement, including the payment terms thereunder. Any amendment, waiver or modification of an investment could adversely impact a Client’s returns. Nature of Mezzanine Debt Securities: Certain Clients may invest in mezzanine debt or other lower priority securities. Mezzanine debt securities generally will have ratings or implied or imputed ratings below investment grade. They will be obligations of corporations, partnerships or other entities that are generally unsecured, typically are subordinated to other obligations of the obligor and generally have greater credit and liquidity risk than is typically associated with investment grade corporate obligations. Accordingly, the risks associated with mezzanine debt securities include a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including a sustained period of rising interest rates or an economic downturn) may adversely affect the obligor’s ability to pay principal and interest on its debt. Many obligors on mezzanine debt securities are highly leveraged, and specific developments affecting such obligors, including reduced cash flow from operations or the inability to refinance debt at maturity, may also adversely affect such obligors’ ability to meet debt service obligations. Mezzanine debt securities are often issued in connection with leveraged acquisitions or recapitalizations, in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt securities have historically been higher than has been the case for investment grade securities. Securitized Vehicles: It is possible that a Client or any portfolio companies will hold junior or senior debt, unitranche debt, and/or equity interests in trading vehicles or special purpose vehicles in structured products that are formed, sponsored, or managed by such Client, another Client or Clearlake. The holder of the senior interests will generally have priority over the holders of the residual interests with respect to the related cash flows other than in certain circumstances (for example, where principal and interest are distributed separately and the residual interests are entitled to interest payments) and the holder of the residual interests will be entitled to receive any amounts in excess of the fixed amount that the holder of the senior interests is entitled to receive. Structured Finance Securities and Structured Products: Certain Clients may invest in structured finance securities such as, for example, collateralized loan obligations, collateralized debt obligations, mortgage-backed

securities or asset-backed instruments backed by corporate, mortgage, consumer, or other receivables (both that have and that do not have a CUSIP number) and similar instruments. The cash flow on the underlying instruments may be apportioned to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to the structured products is dependent on the extent of the cash flow on the underlying instruments. Structured finance securities may present risks similar to those of the other types of investments in which the Clients may invest and, in fact, such risks may be of greater significance in the case of structured finance securities. Moreover, investing in structured finance securities may entail a variety of unique risks. Among other risks, structured finance securities may be subject to prepayment risk. In addition, the performance of a structured finance security 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, whether collateral represents a fixed set of specific assets or accounts, 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. Certain structured finance securities (particularly subordinated structured finance securities) may also provide that the non-payment of interest in cash on such securities will not constitute an event of default in certain circumstances and the holders of such securities will not have available to them any associated default remedies. Interest not paid in cash will often be capitalized and added to the outstanding principal balance of the related security. Any such deferral will reduce the yield on such structured finance securities. Distributions on structured finance securities generally depend solely upon the amount and timing of payments and other collections on the related underlying collateral, the amount of which is typically established to withstand certain assumed deficiencies in payment occasioned by defaults of the underlying collateral. However, if any deficiencies exceed such assumed levels, payments on the related structured finance securities could be adversely affected by defaults. Structured finance securities are generally limited recourse obligations of the issuer payable solely from the underlying collateral of the issuer or proceeds thereof, and the structured finance securities will not be guaranteed by any person. Consequently, holders of structured finance securities must rely solely on distributions on the underlying collateral or proceeds thereof for payment in respect thereof, and to the extent the underlying collateral is insufficient to pay the structured finance securities in full the issuer will not have any other assets that can satisfy any deficiencies. The risks associated with structured products involve the risks of loss of principal due to market movement. In addition, investments in structured products may be illiquid in nature, with no readily available secondary market. Because they are linked to their underlying markets or securities, investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security. Total return on a structured product is derived by linking the return to one or more characteristics of the underlying instrument. Because certain structured products of the type in which a Client may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments. The Client may invest in a class of structured products that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured products typically have higher yields and present greater risks than unsubordinated structured products. Prepayment Risks in Credit Investments: The terms of loans in which certain Clients invest may permit the borrowers to voluntarily prepay loans at any time, either with no or a nominal prepayment premium. This prepayment right could result in the borrower repaying the principal on an obligation held by a Client earlier than expected. This may happen when there is a decline in interest rates or when the borrower’s improved credit or operating or financial performance allows the refinancing of certain classes of debt with lower cost debt. The yield of a Client’s investment assets may be affected by the rate of prepayments differing from Clearlake’s expectations. Assuming an improvement in the credit market conditions, early repayments of the debt held by a Client could increase. To the extent early prepayments increase, they may have a material adverse effect on a Client’s investment objectives and profits. In addition, if a Client is unable to reinvest the proceeds of such prepayments received in investments expected to be as profitable, the proceeds generated by the Client will decline as compared to the Clearlake’s expectations. Strategy risk is associated with the failure or deterioration of an investment strategy such that most or all investment managers employing that strategy suffer losses. Strategy specific losses may result from excessive

concentration by multiple market participants in the same investment or general economic or other events that adversely affect particular strategies (for example, the disruption of historical pricing relationships). Furthermore, an imbalance of supply and demand favoring borrowers could result in yield compression, higher leverage and less favorable terms to the detriment of all investors in the relevant asset class. The strategy employed by certain Clients is speculative and therefore there is substantial risk of loss in the event of such a failure or deterioration in the financial markets. Certain Clients’ success will depend, in part, on the ability of Clearlake and its affiliates to acquire loans on advantageous terms. The level of analytical sophistication, both financial and legal, necessary for successful financing of companies, particularly companies experiencing significant business and financial difficulties is unusually high. There is no assurance that Clearlake and its affiliates will correctly evaluate the value of the assets collateralizing a Client’s loans or the prospects for successful repayment or a successful reorganization or similar action. As a result, certain Clients’ investment strategy may fail, and it may be difficult for the general partner or Clearlake to amend such Clients’ investment strategy quickly or at all should certain market factors appear, which may have a material adverse effect on the performance of the Clients, and, by extension, the Clients’ business, financial condition, results of operations and the value of the interests. Leveraged Nature of CLO Securities: Certain Clients’ investments may include various tranches of collateralized loan obligations (“CLO”). The subordination of securities issued by CLOs (and, in particular, of equity (“CLO Equity”) or subordinated debt securities issues by CLOs, which is typically more than ten times leveraged) makes such debt securities issued by CLO issuers (“CLO Debt” and collectively with CLO Equity, “CLO Securities”) a leveraged investment in the assets of the CLO issuer that issued it. Therefore, changes in the value of such CLO Security would be anticipated to be greater than changes in the value or payment performance of the debt obligations (including without limitation interests in bank loans or bonds acquired by way of a participation or assignment) (each, an “Underlying Asset”) owned by the CLO issuer, which themselves are subject to credit, liquidity, market and interest rate risk. Utilization of leverage is a speculative investment technique and involves certain risks to investors. The indebtedness of a CLO issuer under any notes issued by it will result in interest expense and other costs incurred in connection with such indebtedness that may not fully be covered by proceeds received from the Underlying Assets. Although the use of leverage generally magnifies opportunities for gain by holders of CLO Equity, it also magnifies risk of loss. Returns to the Client on any holding of a CLO Security will be highly dependent on the amount of such leverage and upon changes in interest rates, delinquencies and losses on the Underlying Assets. As a result, the Client may receive payments in respect of any investment in a CLO Security that are, in the aggregate, less than the original amount of its investment in such CLO Security. The CLO Securities issued by a CLO issuer may be subordinate to other CLO Securities issued by such CLO issuer and to other creditors of such CLO issuer, whether secured or unsecured and whether known or unknown, including, without limitation, any hedge counterparties. CDO Securities: Collateralized debt obligation (“CDO”) securities, similar to CLOs, generally are limitedrecourse obligations of the issuer thereof payable solely from the underlying securities of such issuer or proceeds thereof. Consequently, holders of CDO securities must rely solely on distributions on the underlying securities or proceeds thereof for payment in respect thereof. If distributions on the underlying securities are insufficient to make payments on the CDO securities, no other assets will be available for payment of the deficiency and following realization of the underlying assets, the obligations of such issuer to pay such deficiency will be extinguished. Such underlying securities may consist of high-yield debt securities, loans, structured finance securities and other debt instruments, generally rated below investment-grade (or of equivalent credit quality) except for structured finance securities. High-yield debt securities are generally unsecured (and loans may be unsecured) and may be subordinated to certain other obligations of the issuer thereof. The lower rating of high-yield debt securities and below investmentgrade loans reflects a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the issuer to make payments of principal or interest. Such investments may be speculative. The underlying securities of an issuer of CDO securities may bear interest at a fixed rate while the CDO securities issued by such issuer may bear interest at a floating rate (or the reverse may be true). As a result, there could be a floating/fixed rate or basis mismatch between such CDO securities and underlying securities. In addition, there may be a timing mismatch between the CDO securities and underlying securities that bear interest at a floating rate, as the interest rate on such floating rate underlying securities may adjust more frequently or less frequently, on different dates and based on different indices, than the interest rates on the CDO securities. As a result of such mismatches, an increase or decrease in the level of the floating rate indices could adversely impact the ability of the issuers thereof to make payments on the CDO securities.

High-Yield Debt: Certain Clients may invest in public and/or private debt securities that may be classified as “higher-yielding” (and, therefore, higher-risk) debt securities. In most cases, such debt will be rated below “investment grade” or will be unrated. High-yield debt securities are subject to on-going uncertainties and exposure to risks from (i) adverse business, financial, economic or political conditions, and (ii) the issuer’s failure to make timely interest and principal payments (including where such debt securities are issued by a finance vehicle or holding company that depends on payments from other group companies to provide it with funds to meet its high-yield debt obligations). High-yield debt securities may benefit from guarantees and/or security from a parent company or specified group companies, although the holders of such debt securities may be limited in their ability to enforce the collateral and/or guarantees, and the proceeds from such collateral may not be sufficient to satisfy the debt obligations. High-yield debt securities are typically structured to facilitate public trading, but an active trading market for such debt securities may not develop and the transfer of such debt securities may be subject to restrictions. Additionally, the market for high-yield debt securities has experienced periods of volatility and reduced liquidity. The market values of certain of these debt securities may reflect individual corporate developments. General economic recession or a major decline in the demand for products and services in which the issuer or its group operates would likely have a materially adverse impact on the value of such securities. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these high-yield debt securities. Structuring CLOs: To finance investments, a Client, or a portfolio company of a Client may securitize certain of its assets, including through the formation of one or more CLO (including an Affiliated CLO, as defined below), while retaining all or most of the exposure to the performance of these assets. This could involve contributing a pool of assets to a special purpose entity and selling debt interests in such entity on a non-recourse or limitedrecourse basis to purchasers. In such a situation, the Client will depend on distributions from the CLO’s assets to enable it to make distributions to investors, and the aggregate return on CLO equity securities will depend in part upon the ability of Clearlake to actively manage the related portfolio of the assets of such issuers of CLOs. Furthermore, the ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict the Client’s ability, as holder of a CLO’s equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower, or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO’s debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a CLO, or cash flow may be completely restricted for the life of the CLO. In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing its earnings and, in turn, cash potentially available for distribution to the Client for distribution. To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by the holder of equity interests therein. Any equity interests that are in a CLO will not be secured by the assets of the CLO and an equity holder will rank behind all creditors of the CLO. Any such CLO could be managed by an affiliate of Clearlake (a “Collateral Manager,” and any CLO managed by the Collateral Manager, an “Affiliated CLO”), including CCAM or its advisory affiliate, Trinitas. A Collateral Manager will receive certain fees, costs and expenses or other amounts or compensation (including management fees, operating expenses, incentive allocation and/or carried interest) for managing the Affiliated CLO. Where a Collateral Manager, the manager, or another Clearlake affiliate receives such compensation, the Client would not receive any such compensation, but compensation earned by Clearlake or Trinitas or otherwise borne with respect to Affiliated CLOs that are managed or advised by Clearlake or Trinitas that are acquired, or invested in, by the Client in the primary (but not secondary) market, to the extent such amounts are paid or allocated to Clearlake (and not to any other person, including any other owner of or investor in CCAM or Trinitas) will offset the management fee. Notwithstanding the foregoing, any and all fees, costs and expenses or other amounts or compensation that are paid to Clearlake or any Collateral Manager, directly by the Affiliated CLO or borne indirectly by the Client through fees paid to the Affiliated CLO, in respect of the administration and operation of an Affiliated CLO (including in respect

of credit research, back office functions and shared services) will be borne directly by such Affiliated CLO or indirectly by the Client, as the case may be, and will not offset the management fee. Considerations with BDCs: A Client’s general partner may elect to sell investments of the Client to a business development company (“BDC”) or may cause the fund to acquire shares in a BDC that is managed and/or sponsored by the Manager or an affiliate thereof (“Clearlake BDC”). BDCs are required to meet various regulatory requirements to qualify as a BDC under the Investment Company Act. The Client will only be able to sell investments to the Clearlake BDC to the extent those assets meet such regulatory requirements. Generally, BDCs must invest at least 70% of their assets in “qualifying assets,” which include securities of certain private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities, and high-quality debt investments that mature in one year or less, and must make significant managerial assistance available to the issuer. Accordingly, even though the Client is not operated as a BDC, the general partner may consider the regulatory requirements applicable to a BDC when constructing the portfolio of investments for the Client to enable the general partner to sell assets to any future Clearlake BDC. The Clearlake BDC may also be limited from buying such assets from the Client pursuant to affiliate and joint transaction restrictions under the Investment Company Act and may need to seek exemptive relief from the SEC. Furthermore, the Client will bear its share of any Clearlake BDC’s management fees and incentive compensation and other investment-related fees, expenses and costs, including operational, research, underwriting, legal and compliance expenses and costs, investment and extraordinary expenses and administration fees and ongoing operating expenses, including overhead and rent. Investments in Aircraft Leasing: Certain Clients may invest in the aircraft leasing market, which is affected by various cyclical factors that are not within the control of the Client such as: (i) interest rates; (ii) the availability of credit; (iii) fuel costs and general economic conditions affecting lessee operations; (iv) manufacturer production level; (v) passenger demand and demand for aircraft leases from cargo suppliers; (vi) retirement and obsolescence of commercial aircraft and aircraft equipment across the spectrum of aircraft asset types and vintages (collectively, “Aircraft Assets”); (vii) manufacturers merging or exiting the industry or ceasing to produce aircraft types; (viii) reintroduction into service of Aircraft Assets previously in storage; (ix) governmental regulation; (x) air traffic control infrastructure constraints; (xi) the particular maintenance and operating history of Aircraft Assets; (xii) the number of operators using a type of Aircraft Asset; (xiii) import restrictions; and (xiv) existing supply of parked aircraft. The availability of Aircraft Assets for lease or sale has periodically experienced cycles of oversupply and undersupply, producing sharp decreases and increases in Aircraft Asset values and lease rates. In addition to general industry factors that may affect Aircraft Asset values and lease rates, the value of a specific Aircraft Asset will depend on a number of other factors that are not within the control of the Client, such as the particular maintenance and operating history of the Aircraft Asset, the number of operators using the type of Aircraft Asset and the supply of such type of Aircraft Asset, whether the Aircraft Asset is subject to a lease and any regulatory and legal requirements that must be satisfied before the Aircraft Asset can be sold. Values of an Aircraft Asset may be adversely affected by changes in the competitive and financial position of the relevant commercial Aircraft Asset manufacturer, by the withdrawal of such manufacturer from that market or by unexpected manufacturing defects that may surface subsequently. Significant threats to used Aircraft Asset values and lease rates are the potential supply effects of a significant number of new aircraft ordered at discounted prices from aircraft suppliers; significant number of used aircraft potentially entering the market as a result of airline reorganizations and insolvencies; and potential reductions to market lease rates for new and used aircraft resulting from the effects of a public health emergency or other geopolitical or global economic event. The aviation industry as a whole suffered significant losses as a result of deteriorating international economic conditions during the global financial crisis and the spread of COVID- 19 (as defined below), and future such emergencies have the potential to similarly impact the aircraft leasing market. Many airlines announced reductions in capacity, services and employee workforce in response to industrywide reductions in passenger demands and yields. Bankruptcies, reductions in capacity, labor strikes and slowdowns and reduced demand generally led to the grounding of significant numbers of aircraft and the negotiated reduction of aircraft lease rental rates which has had the effect of depressing aircraft market values. The displacement effects of new aircraft offered at discounted prices and significant numbers of used aircraft potentially entering the market may depress used aircraft values and lease rates, particularly in geographic regions where there is perceived to be a significant excess of commercial aircraft capacity. Decreases in the values and rental

rates achievable on used commercial aircraft as a result of the above factors may have a material adverse effect on the Client’s operations and cash flows, as well as the Client’s investment returns. Ultimately, the profitability of leased Aircraft Assets will depend on the condition in which the Aircraft Asset is returned to the owner or lessor (e.g., the Client). The Client may enter into lease agreements that specify re-delivery conditions with respect to major components including the airframe, engines, landing gear, and auxiliary power unit. Accordingly, the compliance of operators and airlines with re-delivery conditions will determine the value and marketability of the aircraft. If any lessee fails to deliver complete and accurate records of leased Aircraft Assets upon re-delivery of such Aircraft Assets, the Client may be unable to re-lease such Aircraft Assets to operators and airlines because airworthiness requirements could prohibit the use of aircraft containing such Aircraft Assets that do not have complete documentation. In some cases, the lessee will pay a security deposit that is refundable upon the expiration of the lease; provided that all redelivery conditions are met and that the lessee has not defaulted under the lease. Also, certain lessees may be required to make periodic maintenance reserve payments to the lessor based on the number of hours or cycles the aircraft or engine has accrued. The lessee may, generally after maintenance is performed on the leased asset and the lessee is reimbursed for expenses incurred in connection with such maintenance, then draw upon such reserves to cover the cost of scheduled maintenance. Upon the expiration of the lease, unused reserves are typically retained by the lessor. In any event, there is the risk that these reserves will not be sufficient to cover costs and expenses incurred by the Client once the Aircraft Asset is returned and that the Client, and the investment in the Client, will be adversely affected thereby. Asset-Backed Securities and Mortgage-Backed Securities: The investment characteristics of asset-backed securities (“ABS”) and mortgage-backed securities (“MBS”) differ from traditional debt securities. Among the major differences are that returns are contingent on a pool of non-recourse assets instead of the operations of an operating company, interest and principal payments are made more frequently, usually monthly, and principal may be prepaid at any time because the underlying loans or other assets generally may be prepaid at any time. Investments in subordinated ABS and MBS involve greater credit risk of default than the senior classes of the issue or series. Default risks may be further pronounced in the case of ABS and MBS secured by, or evidencing an interest in, a relatively small or less diverse pool of underlying assets. Certain subordinated securities absorb all losses from default before any other class of securities is at risk, particularly if such securities have been issued with little or no credit enhancement or equity. Such securities, therefore, possess some of the risks and attributes typically associated with equity investments without certain of the benefits. ABS: Through the use of trusts and special purpose corporations, various types of assets, primarily automobile and credit card receivables, are securitized in pass-through structures. A Client may invest either directly or indirectly, through CDOs (as defined below), in these and other types of ABS that may be developed in the future. ABS present certain risks that are not presented by MBS. Primarily, ABS securities are often backed by unsecured receivables. Credit card receivables, for example, are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer loan laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most issuers of ABS backed by automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related ABS. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the ABS may not have a proper security interest in all of the obligations backing such ABS. Therefore, there is a possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. The risk of investing in ABS is ultimately dependent upon payment of consumer loans by the debtor. The collateral supporting ABS is of shorter maturity than mortgage loans. As with MBS, ABS are often backed by pools of any variety of assets, including, for example, leases, mobile home loans and aircraft leases, which represent the obligations of a number of different parties and use credit enhancement techniques such as letters of credit, guarantees or preference rights. The value of an ABS is affected by changes in the market’s perception of the asset backing the security and the creditworthiness of the servicing agent for the loan pool, the originator of the loans or the financial institution providing any credit enhancement, as well as by the expiration or removal of any credit enhancement. Structural and legal risks of ABS include the possibility that, in a bankruptcy or similar proceeding involving the originator or the servicer (often the same entity or affiliates), a court having jurisdiction over the

proceeding could determine that, because of the degree to which cash flows on the assets of the issuing vehicle may have been commingled with cash flows on the originator’s other assets (or similar reasons), (i) the assets of the issuing vehicle could be treated as never having been truly sold by the originator to the issuing vehicle and could be substantively consolidated with those of the originator, or (ii) the transfer of such assets to the issuer could be voided as a fraudulent transfer. The time and expense related to a challenge of such determinations also could result in losses and/or delayed cash flows. Commercial Mortgage-Backed Securities: Mortgage loans on commercial properties often are structured so that a substantial portion of the loan principal is not amortized over the loan term but is payable at maturity and repayment of the loan principal thus often depends upon the future availability of real estate financing from the existing or an alternative lender and/or upon the current value and salability of the real estate. Therefore, the unavailability of real estate financing may lead to default. The repayment of loans secured by income-producing properties is typically dependent upon the successful operation of the related real estate project rather than upon the liquidation value of the underlying real estate. Furthermore, the net operating income from and value of any commercial property is subject to various risks, including changes in general or local economic conditions and/or specific industry segments; the solvency of the related tenants; declines in real estate values; declines in rental or occupancy rates; increases in interest rates, real estate tax rates and other operating expenses; changes in governmental rules, regulations and fiscal policies; acts of God; terrorist threats and attacks and social unrest and civil disturbances. Most commercial mortgage loans underlying MBS are effectively nonrecourse obligations of the issuer, meaning that there is no recourse against the issuer’s assets other than the collateral. If issuers are not able or willing to refinance or dispose of encumbered property to pay the principal and interest owed on such mortgage loans, payments on the subordinated classes of the related MBS are likely to be adversely affected. The ultimate extent of the loss, if any, to the subordinated classes of MBS may only be determined after a negotiated discounted settlement, restructuring or sale of the mortgage note, or the foreclosure (or deed in lieu of foreclosure) of the mortgage encumbering the property and subsequent liquidation of the property. Foreclosure can be costly and delayed by litigation and/or bankruptcy. Factors such as the property’s location, the legal status of title to the property, its physical condition and financial performance, environmental risks, and governmental disclosure requirements with respect to the condition of the property may make a third party unwilling to purchase the property at a foreclosure sale or to pay a price sufficient to satisfy the obligations with respect to the related MBS. Revenues from the assets underlying such MBS may be retained by the issuer and the return on investment may be used to make payments to others, maintain insurance coverage, pay taxes or pay maintenance costs. Such diverted revenue is generally not recoverable without a court-appointed receiver to control collateral cash flow. Residential Mortgage-Backed Securities: A Client may invest in residential mortgage-backed securities (“RMBS”) and become holders of RMBS. Holders of RMBS bear various risks, including credit, market, interest rate, structural and legal risks. RMBS represent interests in pools of residential mortgage loans secured by residential mortgage loans. Such loans may be prepaid at any time. Residential mortgage loans are obligations of the issuers thereunder only and are not typically insured or guaranteed by any other person or entity, although such loans may be securitized, and the securities issued in such securitization may be guaranteed or credit enhanced. The rate of defaults and losses on residential mortgage loans will be affected by a number of factors, including general economic conditions and those in the area where the related mortgaged property is located, the issuer’s equity in the mortgaged property and the financial circumstances of the issuer. If a residential mortgage loan is in default, foreclosure of such residential mortgage loan may be a lengthy and difficult process and may involve significant expenses. Furthermore, the market for defaulted residential mortgage loans or foreclosed properties may be very limited. At any one time, a portfolio of RMBS may be backed by residential mortgage loans with disproportionately large aggregate principal amounts secured by properties in only a few states or regions. As a result, the residential mortgage loans may be more susceptible to geographic risks relating to such areas, such as adverse economic conditions, adverse events affecting industries located in such areas and natural hazards affecting such areas, than would be the case for a pool of mortgage loans having more diverse property locations. In addition, the residential mortgage loans may include so-called “Jumbo” mortgage loans, having original principal balances that are higher than is generally the case for residential mortgage loans. As a result, such a portfolio of RMBS may experience increased losses. Each underlying residential mortgage loan in an issue of RMBS may have a balloon payment due on its maturity date. Balloon residential mortgage loans involve a greater risk to a lender than self-amortizing loans, because

the ability of an issuer to pay such amount will normally depend on its ability to obtain refinancing of the related mortgage loan or sell the related mortgaged property at a price sufficient to permit the issuer to make the balloon payment, which will depend on a number of factors prevailing at the time such refinancing or sale is required, including the strength of the residential real estate markets, tax laws, the financial situation and operating history of the underlying property, interest rates and general economic conditions. If the issuer is unable to make such balloon payment, the related issue of RMBS may experience losses. Prepayments on the underlying residential mortgage loans in an issue of RMBS will be influenced by the prepayment provisions of the related mortgage notes and may also be affected by a variety of economic, geographic and other factors, including the difference between the interest rates on the underlying residential mortgage loans (giving consideration to the cost of refinancing) and prevailing mortgage rates and the availability of refinancing. In general, if prevailing interest rates fall significantly below the interest rates on the related residential mortgage loans, the rate of prepayment on the underlying residential mortgage loans would be expected to increase. Conversely, if prevailing interest rates rise to a level significantly above the interest rates on the related mortgages, the rate of prepayment would be expected to decrease. Prepayments could reduce the yield received on the related issue of RMBS. RMBS may have structural characteristics that distinguish them from other asset-backed securities. The rate of interest payable on RMBS may be set or effectively capped at the weighted average net coupon of the underlying mortgage loans themselves. As a result of this cap, the return to investors is dependent on the relative timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. In general, early prepayments will have a greater impact on the yield to investors. Federal and state law may also affect the return to investors by capping the interest rates payable by certain mortgagors. The Servicemembers Civil Relief Act of 2003 provides relief for soldiers and members of the reserve called to active duty by capping the interest rates on their mortgage loans at 6% per annum. Certain RMBS may provide for the payment of only interest for a stated period of time. In addition, structural and legal risks of RMBS include the possibility that, in a bankruptcy or similar proceeding involving the originator or the servicer (often the same entity or affiliates), the assets of the issuer could be treated as never having been truly sold by the originator to the issuer and could be substantively consolidated with those of the originator, or the transfer of such assets to the issuer could be voided as a fraudulent transfer. Challenges based on such doctrines could result also in cash flow delays and losses on the related issue of RMBS. Developments in the Structured Credit Markets and Their Broader Impact: Declines in the market value of ABSs and MBS, especially those backed by subprime mortgages, were associated with significant market events resulting in the financial crisis of the late 2000s and the subsequent regulatory and market responses to the financial crisis. Increasing credit and valuation problems in the subprime mortgage market generated extreme volatility and illiquidity in the markets for instruments directly or indirectly exposed to subprime mortgage loans. This volatility and illiquidity extended to the global credit and equity markets generally, and, in particular, to the high-yield bond and loan markets, exacerbated by, among other things, uncertainty regarding the extent of problems in the mortgage industry and the degree of exposure of financial institutions and others, decreased risk tolerance by investors and significantly tightened availability of credit. Except for agency RMBS, and despite modest increases in nonagency RMBS issuance, the market for RMBS has not significantly recovered from these conditions, and it is difficult to predict if or when the non-agency RMBS market will recover from such conditions. If the structured credit markets face uncertainty or deteriorate, then a Client may not be presented with sufficient investment opportunities in ABS and MBS, which may prevent the Client from successfully executing investment strategies in such instruments. Moreover, uncertainty or deterioration in the structured credit markets could result in declines in the market values of or increased uncertainty with respect to investments made or considered by the Client, which could require the Client to dispose of investments at a loss while such adverse market conditions prevail. Changes to Benchmark Rates. To the extent that a Client’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”) or other benchmark or reference rates (each, a “Benchmark Rate”), 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 Clients and their portfolio companies; 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. Bank Loans: The Clients’ investment program may include investments in bank loans and participations acquired through a process of transfer, assignment, participation or otherwise in the secondary market. These obligations are subject to unique risks, which are in addition to the underlying borrower credit risk, including: (i) the possible invalidation of an investment transaction as a preference or transaction at an undervalue or fraudulent conveyance (or the equivalent under local law) in the context of the insolvency of the selling institution; (ii) lender liability-type claims by the issuer or creditors of the obligations; (iii) adverse consequences resulting from the additional risk assumed with respect to an institution making a participation (as opposed to a transfer or assignment) available to such Client, particularly where that institution is of lower credit quality; (iv) environmental liabilities that may arise with respect to collateral securing the obligations; (v) the possible invalidity of any transfer, assignment or participation by virtue of non-adherence to the required method of transfer or breach of transfer or assignment prohibitions or claims arising from unauthorized information disclosure; and (vi) limitations on the ability of such Client to directly enforce its rights with respect to participations. In analyzing each bank loan or participation, Clearlake 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 may be borne by such Client. The means by which a Client acquires an interest in a loan will be determined by the terms applicable to that loan and the governing law of that loan. Transfers, assignments, novations and participations are usually concluded without recourse to the selling institutions and the selling institutions will generally make no representations or warranties about the underlying loan, the borrowers, the documentation of the loans or any collateral securing the loans. In addition, a Client will be bound by provisions of the underlying loan agreements, if any, that require the preservation of the confidentiality of information provided by the borrower. Because of certain terms in a loan agreement including lender eligibility requirements and confidentiality provisions, the unique and customized nature of the loan agreement and the private syndication of the loan, loans are not purchased or sold as easily or as quickly as are publicly traded securities. Bridge Loans: A Client may lend to portfolio companies or issuers on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities. Such bridge loans will typically be convertible into more permanent, long-term security; however, for reasons not always in the Client’s control, such long-term securities may not be issued, and such bridge loans may remain outstanding. In such event, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by the Client. Loan Origination: Clients may seek to originate loans, including, but not limited to, secured and unsecured notes, senior and second lien loans, mezzanine loans, unitranche debt, and other similar investments. The Clients may subsequently offer such investments (or portions thereof) for sale to its affiliates or to third parties, which could include certain other investment funds managed by Clearlake or its affiliates. However, there is no assurance that the Client will complete any such sale as anticipated. In determining the target amount to allocate to such investments, the Client may take into consideration the fact that it may sell, assign, or offer participations in such investments to its affiliates or third parties as described above. If the Client is unable to sell, assign or successfully close transactions for the loans that it originates, it will be forced to hold its interest in such loans for an indeterminate period of time. This could result in the investments of the Client being over-concentrated in certain borrowers. Certain Clients and/or their subsidiaries may be required to obtain and maintain one or more state lending licenses in connection with loan origination activities. The failure to obtain or maintain any such license could restrict the lending activities of the applicable Client and require it to restructure or curtail certain investments. Lower Credit Quality Securities: There are no restrictions on the credit quality of the investments of many of the Clients. Securities in which a Client may invest may be deemed by rating agencies to have substantial vulnerability to default in payment of interest and/or principal. Other securities may be unrated. Lower-rated and unrated securities in which a Client may invest have large uncertainties or major risk exposures to adverse conditions and are considered to be predominantly speculative. Generally, such securities offer a higher return potential than higher-rated securities but involve greater volatility of price and greater risk of loss of income and principal. The

market values of certain of these securities (such as subordinated securities) also tend to be more sensitive to changes in economic conditions than higher-rated securities. The value of such securities may also be affected by changes in the market’s perception of the entity issuing or guaranteeing them, or by changes in government regulations and tax policies. In general, the ratings of nationally recognized rating organizations represent the opinions of these agencies as to the quality of securities that they rate. These ratings may be used by the managers as initial criteria for the selection of portfolio securities. Such ratings, however, are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of the securities. It is also possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events. Lender Liability: Lender liability is founded upon the premise that a 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 that creates a fiduciary duty owed to the borrower, its creditors or shareholders. To the extent that a Client’s investments constitute participations in purchased loans (however acquired), such Client could be subject to allegations of lender liability. For example, in the United States, there is a line of cases whereby an abrupt, arbitrary and sudden withdrawal of credit, albeit contractually justified, may result in lender liability or liability for damage to the borrower. Certain non-U.S. jurisdictions may have similar rules that could result in imposing lender liability on a Client. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lender (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 shareholder 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 to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination”. To the extent that a Client acts as a primary lender, the Client may be subject to additional liability such as liability resulting from the breach of fiduciary duty or duty of good faith and fair dealing, or its claims may be subject to equitable subordination, which may materially affect the Client’s business, financial condition, and results of operations. Fraudulent Conveyance and Legislative Risks: Various laws enacted for the protection of creditors may apply to certain investments that are debt obligations, although the existence and applicability of such laws will vary between jurisdictions. For example, if a court were to find that an obligor did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by an investment and the grant of any security interest securing such investment, and, after giving effect to such indebtedness, the obligor: (i) was insolvent; (ii) was engaged in a business for which the assets remaining in 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, such court may: (a) invalidate such indebtedness and such security interest as a fraudulent conveyance; (b) subordinate such indebtedness to existing or future creditors of the obligor; or (c) recover amounts previously paid by the obligor in satisfaction of such indebtedness or proceeds of such security interest previously applied in satisfaction of such indebtedness. In addition, if an obligor in whose debt a Client has an investment becomes insolvent, any payment made on such investment may be subject to avoidance, cancellation and/or clawback as a “preference” if made within a certain period of time (which for example under some current laws may be as long as two years) before insolvency. In general, if payments on an investment are voidable, whether as fraudulent conveyances, extortionate transactions or preferences, such payments may be recaptured either from the initial recipient or from subsequent transferees of such payments. To the extent that any such payments are recaptured from a Client, there may be a material adverse effect on the performance of the relevant Client, and, by extension, the relevant Client’s business, financial condition, results of operations and the value of the interests in such Client. Nature of Bankruptcy Proceedings: There are a number of significant risks when investing in companies involved in bankruptcy proceedings, including the following: First, many events in a bankruptcy are the product of contested matters and adversarial proceedings that are beyond the control of the creditors. Second, a bankruptcy filing may have adverse and permanent effects on a company. For instance, the company may lose its market position and key personnel and otherwise become incapable of restoring itself as a viable entity. Further, 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 investments can be adversely impacted by delays while the plan of reorganization is being negotiated, approved by the creditors, and confirmed by the 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, creditors can lose their ranking and priority if they exercise “domination and control” over a debtor and other creditors can demonstrate that they have been harmed by such actions, especially in the case of investments made prior to the commencement of bankruptcy proceedings. Similarly, the Client may purchase creditor claims subsequent to the commencement of a bankruptcy case, which may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller that may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Sixth, certain claims, such as claims for taxes, may have priority by law over the claims of certain creditors. Seventh, if the Client seeks representation on creditors’ committees, it may owe certain obligations generally to all creditors similarly situated to those that the committee represents, and it may be subject to various trading or confidentiality restrictions. As the Client will indemnify any person serving on a committee on its behalf for claims arising from breaches of those obligations, indemnification payments could adversely affect the return on the Client’s investment in a reorganization. Creditors Committee Risk: On behalf of one or more Clients, Clearlake may elect to appoint a representative to serve on creditors’ committees, official or unofficial, equity holders’ committees or other groups (in addition to boards of directors) to ensure preservation or enhancement of the Client’s position as a creditor or equity holder. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If Clearlake (or an appointed representative as applicable) concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the relevant Client, it may resign from that committee or group, and the relevant Client may not realise the benefits, if any, of participation on the committee or group. In addition, if the relevant Client is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such portfolio company while it continues to be represented on such committee or group and potentially thereafter. Bankruptcy Claims: Subject to applicable jurisdictional laws, a Client may invest in loans to, or bankruptcy claims against, companies in financial difficulty. Such claims are likely to be illiquid, may not pay interest and there can be no guarantee that the debtor will ever be able to satisfy the obligation with respect to such loans or bankruptcy claims. Such claims may be unsecured, and holders of such claims may have a lower priority in terms of payment than certain other creditors. All of the risks associated with borrowers affected by insolvency proceedings which are highlighted above under “Nature of Bankruptcy Proceedings” are relevant to loans to companies in financial difficulty and bankruptcy claims in which the Client invests or in which it acquires an interest. Control Investments: A Client is permitted to make control investments that allow it to acquire control or exercise influence over management and the strategic direction of a portfolio company (including, but not limited to, assets, projects and/or businesses in which the Client invests). These investments could expose a Client to risk of liability for environmental damage, product defect, failure to supervise management, violation of governmental regulations and other types of liability, in which the limited liability characteristic of business operations may be ignored. A Client may also be exposed to risk in connection with the disposition of these investments. When disposing of these investments, the Client may be required to make representations and warranties about the business and financial affairs of the investments typical of those made in connection with the sale of any business or may be responsible for the contents of disclosure documents under applicable securities law. The Client may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations and warranties or disclosure documents turn out to be incorrect, inaccurate or misleading. The exercise of control over an investment could expose the assets of a Client to contingent liabilities and/or other liabilities and claims by the relevant portfolio companies, its shareholders and its creditors. While Clearlake intends to manage Clients in a manner that will seek to minimize the exposure of these risks, the possibility of successful claims cannot be precluded. Non-Control Investments: A Client is permitted to hold non-controlling interests or minority positions in a number of issuers and, therefore, could have a limited ability to protect its position in such issuers. Where practicable and appropriate, shareholder rights or similar rights in non-corporate vehicles may protect such Client’s interests. It is also possible that the Co-Founders and other Clearlake personnel will be members of creditors’ committees established

with respect to such Client’s investments in certain issuers. There can be no assurance that such rights will be available or that such rights will provide sufficient protection of such Client’s rights. Moreover, certain countries in which such Client intends to invest either directly through the portfolio company or indirectly through its subsidiary do not have well-developed legal systems and bodies of commercial law and provide inadequate legal remedies for breaches of contract, which could adversely affect such Client’s minority investments and rights under governing agreements. In such cases, such Client will typically be significantly reliant on the existing management, board of directors and other equity holders of such investments, who may not be affiliated with the Client and whose interests may conflict with its interests. Litigation: In the ordinary course of its business, a Client may be subject to litigation. The outcome of such proceedings may materially adversely affect the value of such Client and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of Clearlake’s 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. It is likely that many of the investments in which a Client may invest may involve various types of restructurings, foreclosures, or other activist efforts, which can be contentious and adversarial. It is by no means unusual for participants to use the threat of, as well as actual, litigation as a negotiating technique. The applicable general partner, manager, the Clients and one or more of their respective affiliates may be named as defendants in civil proceedings. Furthermore, the adoption of new or enhancement of existing laws and regulations may increase the risk to the Client of litigation still more. Any such litigation would likely have a negative financial impact on Clearlake and/or the Clients. For instance, the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Clients and would reduce the Clients’ net assets. The applicable general partner and manager and others are entitled to be indemnified by the Clients in connection with any such litigation, subject to certain conditions. Creditors’ Rights: A Client’s investments and the collateral underlying those investments will be subject to various laws for the protection of creditors in the jurisdictions of the investments concerned. Such differences in law may also adversely affect the rights of the Client as a lender with respect to other creditors. Additionally, a Client, to the extent it acts as a creditor, may experience less favorable treatment under different insolvency regimes than those that apply in the United States, including in cases where the Client seeks to enforce any security it may hold as a creditor. In particular, it should be noted that a number of continental European jurisdictions operate “debtor-friendly” insolvency regimes, which could result in delays in payments where obligations, debtors or assets thereunder are subject to such regimes. The different insolvency regimes applicable in the different European jurisdictions result in a corresponding variability of recovery rates for senior loans, high-yield bonds, unitranche debt, and other debt obligations entered into or issued in such jurisdictions. Jurisdiction-specific insolvency regimes may negatively impact borrowers’ or issuers’ ability to make payments to a Client, or a Client’s recovery in a restructuring or insolvency, which may adversely affect the Client’s business, financial condition, and results of operations. DIP Loans: In certain protective situations, companies in which a Client has invested or to which the Client has extended loans may file for protection under Chapter 11 of the U.S. Bankruptcy Code. These debtor-in-possession or “DIP” loans are most often revolving working-capital or term loan facilities put into place at the outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during the reorganization process. While such loans are generally less risky than many other types of loans as a result of their seniority in the debtor’s capital structure and because their terms have been approved by a U.S. federal bankruptcy court order, it is possible that the debtor’s reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender’s collateral might be insufficient to repay in full the DIP loan. Board & Officer Participation: It is expected that the Co-Founders and other members of the investment team will serve as directors and officers of certain portfolio companies and, as such, may have duties to persons other than the Clients, including shareholders of such portfolio companies. The designation of directors, officers and other measures contemplated could expose the assets of the Clients to claims by a portfolio company, its security holders, and its creditors. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability which the limited liability characteristic of business operations usually ignores. If these liabilities were to occur, the Clients could suffer losses in their investments. While Clearlake intends to manage Clients in a manner that

will seek to minimize the exposure of these risks, the possibility of successful claims cannot be precluded. Additionally, such director positions may have the effect of impairing a Client’s ability to sell certain securities when, and upon the terms, it may otherwise desire, and may subject the Clients’ general partners, the managers and the Clients to claims they would not otherwise be subject to as an investor, including, without limitation, claims of breach of duty or loyalty, securities claims, and other director-related claims. Subject to the terms set forth in the applicable Fund Agreements, a Client will indemnify its general partner, its manager and the Client and its personnel from such claims and, as a result, will be indirectly exposed to any such liability. Changes in Credit Markets: A decrease in the availability of financing (or an increase in the interest cost) for leveraged transactions (e.g., due to adverse changes in economic or financial market conditions, a decreased appetite for risk by lenders and/or constraints on the amount of debt banks may extend for transactions in the capital markets) could impair, potentially materially, a Client’s ability to consummate or profit from these transactions. More specifically, the ability of a Client’s portfolio investments to finance or refinance debt securities may depend on their ability to sell new securities in the high-yield debt or bank financing markets, which may be difficult to access at favorable rates. Moreover, general fluctuations in the market prices of securities may affect the value of the investments held by a Client, and instability in the securities markets may also increase the risks inherent in the Client’s investments. In addition, the ability of a Client to raise capital in the leveraged finance debt markets, which historically have been cyclical with regard to the availability of financing, will likely fluctuate during the life of the Client. Further downturns in the state of the economy could adversely affect the financial resources of a Client’s portfolio investments and their ability to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, the Client could lose both invested capital in and anticipated profits from the affected investment. Such a marketplace may impair the Client’s ability to consummate certain transactions or cause the Client to enter into certain transactions on less attractive terms. The Client’s ability to generate attractive investment returns for its investors may be adversely affected to the extent its portfolio investments are unable to obtain favorable financing terms for their investments. Loans to Mid-Market-Sized Companies: Loans to mid-market-sized companies involve a number of particular risks that may not exist in the case of large public companies, including: (i) 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 a Client dependent on any guarantees or collateral they may have obtained; (ii) 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; (iii) there may 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; and (iv) these companies are more likely to depend on the management talents and efforts of a smaller 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. Counterparty Risk: Some of the markets in which a Client may effect transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the applicable Client to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the applicable Client to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a Client has concentrated its transactions with a single or small group of counterparties. A Client may not be restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, a Client’s internal credit function, which evaluates the creditworthiness of its counterparties, may prove insufficient. The lack of a complete and “foolproof” evaluation of the financial capabilities of a Client’s counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Clients. Clients are subject to the risk of failure of any of the exchanges on which their positions trade or of their clearing houses. Because securities owned by a Client that are held by broker-dealers are generally not held in the Client’s name, the bankruptcy of any such broker-dealer could have a greater adverse impact on the Client than if such securities were registered in the Client’s name.

Minority Positions: A Client may hold non-controlling interests or minority positions in a number of issuers and, although such Client will seek negative covenants, other contractual restrictions for each investment and board seats where feasible, it will primarily be the responsibility of management teams and boards of directors of the underlying businesses, which may include representation by other investors whose interests may conflict with the interests of such Client, to operate such portfolio companies on a day-to-day basis. Accordingly, such Client may have a limited ability to protect its position in such issuers; although, where practicable and appropriate, it is expected that shareholder rights or similar rights in non-corporate vehicles generally will be sought to protect such Client’s interests. Further, such Client may not be entitled to appoint directors and may have a limited ability to protect its interests in such businesses and to influence such companies’ management; however, it is also possible that the Co-Founders and other members of the Clearlake team will be members of creditors’ or other committees established with respect to such Client’s investments in certain issuers. Toe-hold Investments: A Client may accumulate minority positions in the tradable, highly syndicated or publicly traded outstanding debt securities or in voting stock, or securities convertible into the voting stock, of potential portfolio companies in order to seek a more meaningful investment in such company. While Clearlake will seek to achieve such accumulation through open market purchases, registered tender offers, negotiated transactions, or private placements, Clearlake may be unable to accumulate a sufficiently large position in a portfolio company to execute the Client’s strategy. In such circumstances, the Client may dispose of its position in the portfolio company within a short time of acquiring it; there can be no assurance that the price at which the Client can sell such securities will not have declined since the time of acquisition. Moreover, this may be exacerbated by the fact that securities of the companies that the Client may target may be thinly traded and that the Client’s position may nevertheless have been substantial, although not controlling, and its disposal may depress the market price for such securities. Further, toehold investments by private equity and similar funds have recently endured adverse publicity and other scrutiny in the marketplace. No assurance can be given that any such investments that may be made by the Client will not receive similar treatment. PIPE Investments: Certain Clients expect to selectively and opportunistically pursue private investments in public equities (“PIPE”) investments or private financing of public companies. PIPE investments may be purchased directly from a publicly traded company in a private placement transaction, typically at a discount to the market price of the company’s common stock. In a PIPE transaction, the Client may bear the price risk from the time of pricing until the time of closing. The Client will generally not be able to sell or distribute PIPE investments unless the securities are registered under applicable securities laws or an exemption from such registration is available. In addition, even after the securities are saleable, it may take a significant period of time for the Client to sell or distribute PIPE securities in an orderly manner during which time profit could have otherwise been realized or loss avoided, and in some cases the Client may be prohibited by contract or law from selling such public company securities for a period of time. In addition, the Client’s sales of thinly traded securities could depress the market value of such securities. These circumstances or events could reduce the Client’s profitability. Disposition of the Client’s public company investments may result in distributions in-kind to investors. Credit Default Swaps: A Client may invest in credit default swaps. A credit default swap is a contract between two parties that transfers the risk of loss if a company fails to pay principal or interest on time or files for bankruptcy. In essence, an institution that owns corporate debt instruments can purchase a limited form of default protection by entering into a credit default swap with another bank, broker-dealer or financial intermediary. Upon an event of default, the swap may be terminated in one of two ways: (i) by the purchaser of credit protection delivering the referenced instrument to the swap counterparty and receiving a payment of par value, or (ii) by the parties pairing off payments, with the purchaser of the protection receiving a payment equal to the par value of the reference security less the price at which the reference security trades subsequent to default. The first way is the more common form of credit default swap termination. In the manner described above, credit default swaps can be used to hedge a portion of the default risk on a single corporate bond or a portfolio of bonds. A Client may also “purchase” credit default protection even in the case in which it does not own the referenced instrument. Swap transactions dependent upon credit events are priced incorporating many variables including the pricing and volatility of the common stock, potential loss upon default and the shape of the U.S. Treasury Market curve, among other factors. As such, there are many factors upon which market participants may have divergent views. The general partner of a particular Client may also enter into credit default swap transactions, even if the credit outlook is positive, if it believes that participants in the marketplace have incorrectly valued the components which determine the value of a swap.

Total Return Swaps: A Client may enter into total return swaps, the returns from which are based on the performance of a single asset or a portfolio of assets selected by the general partner (the “Reference Assets”), with bank or broker- dealer counterparties. Returns to the Client under a total return swap depend largely upon changes in market value of the Reference Asset(s). The terms of total return swaps will differ by counterparty and may change over time. Total return swaps provide a means of investing in Reference Assets on a leveraged basis. The Client may, in certain cases, have an economic interest based on Reference Assets with an aggregate initial purchase price that is much higher than the amount of collateral provided by the Client pursuant to the total return swaps. The use of such leverage may provide significantly more market exposure to the Reference Assets than the money paid or deposited when the transaction is entered into. Accordingly, a relatively small adverse market movement may not only result in the loss of the entire investment, but may also expose the Client to the possibility of a loss exceeding the original amount of a particular investment. Each leveraged investment in a Reference Asset will include a funding cost component; the Client will bear the equivalent of the financing charges payable with respect to such leverage. Therefore, the return to the Client from a leveraged investment in a Reference Asset through a total return swap may become narrower or the Client may suffer a loss from such leveraged investment, where the spread between its current income from such Reference Asset and the Client’s financing cost under the total return swap becomes narrow or reversed or the Client experiences unfavorable movements in the difference (and relative spread) between the basis for such current income and for such financing cost. Theoretically, a large increase in interest rates could, by itself, cause a leveraged investment in a Reference Asset to lose all value if the return on a Reference Asset is static or only slightly positive. Thus, in addition to the market risk inherent in leveraged exposure to a Reference Asset, each such leveraged investment in a Reference Asset will also involve interest rate risk, to the extent that financing charges for such leveraged investment are based on a predetermined interest rate. Depending on the terms of the particular total return swaps entered into, a total return swap counterparty may have recourse to the assets of the Client in the event that a loss sustained under a total return swap exceeds the original amount of a particular investment by the Client. In addition, if leverage exceeds a pre-established limit, a total return swap counterparty may have the right to (a) hold back payments under the total return swap and apply such amounts as collateral for the total return swap or (b) terminate the total return swap to which it is a party and to retain all or a part of the Reference Assets (or the proceeds therefrom). The holding back of payments under, or the termination of, a total return swap could have a material adverse effect on the Client. In addition, total return swaps may expose the Client to liquidity risk. Although the Client will generally have the ability to terminate a total return swap transaction or program at any time, doing so may subject the Client to certain early termination charges. In addition, there may not be a liquid market within which to dispose of an outstanding total return swap even if a permitted disposal might avoid an early termination charge. “Over-the-counter” total return swaps generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. In general, no total return swap or similar instrument entered into by the Client will be treated as indebtedness for purposes of calculating any borrowing limitation set forth in the Fund Agreement, nor will any equity commitment letter or equivalent agreement entered into by the Client in connection with any such total return swap or similar instrument be subject to such limitations. Short Selling: The investment program of certain Clients may include short selling. Short selling involves selling securities that may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the applicable Client engages in short sales will depend upon its investment strategy and perception of market direction. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the applicable Client of buying those securities to cover the short position. There can be no assurance that the securities necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Securities Lending: The risks in lending portfolio securities, as with other extensions of credit, consist of the failure of another party, in this case the approved intermediary, to comply with the terms of agreement entered into between the lender of the securities (i.e., the applicable Client) and the approved intermediary. Such failure to comply can result in the possible loss of rights in the collateral put up by the borrower of the securities and the inability

of the approved intermediary to return the securities deposited by the applicable Client and the possible loss of any corporate benefits (including, without limitation, certain voting rights) accruing to the applicable Client from the securities deposited with the approved intermediary. Hedging Transactions: The markets in which a Client may invest are subject to fluctuations and the market value of any particular investment may be subject to substantial variation. The entire market or, particular securities traded on a market, may decline even if earnings or other factors improve since the prices of debt securities and equity securities are subject to numerous economic, political, procedural and other factors that have little or no correlation to the performance of a particular company. A Client is permitted to use a variety of financial instruments, such as derivatives, options, interest rate swaps, caps and floors, futures and forward contracts, for risk management purposes. When used, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Client from achieving the intended hedging effect or expose the Client to risk of loss. While a Client is permitted to enter into hedging transactions to seek to reduce risk, such transactions may result in a weaker overall performance for the Client than if it had not engaged in any such hedging transaction. The manager of a Client may determine not to hedge a position and may not identify appropriate risks to hedge. Moreover, it should be noted that a Client’s portfolios will always be exposed to certain risks that cannot be hedged. In connection with a hedging transaction, a Client may be required to allocate funds or provide a credit line to be used as collateral for the margin capital of the hedge. Such a requirement would tie up a portion of such Client’s capital that could otherwise have been available for investment. This could cause such Client to be less invested in its core investment strategy than it would have been absent such hedging transaction and could possibly result in an adverse effect on the overall returns of such Client. In general, hedging transactions and arrangements will not be considered indebtedness for the purposes of calculating any borrowing limitations set forth in the Fund Agreements. Use and Availability of Leverage: A Client is permitted to incur any form of leverage or debt financing (including indebtedness for borrowed money or via derivative instruments) at the Client level, or at the level of any subsidiary of portfolio investment, whether on a temporary or long-term basis. Leverage, by its nature, may result in issuers undertaking a high ratio of fixed charges to available income. Levered investments are inherently more sensitive to declines in revenues and to increases in expenses. Utilization of leverage is a speculative investment technique and involves risks. The leverage provided (including through credit facilities (including subscription line facilities), net asset value facilities, guarantees, letters of credit, equity commitment letters, margin loans, back leverage, derivative instruments or other credit support (including on a joint and several or cross collateralized basis or other forms of indebtedness or credit support)) will result in fees, interest expense and other costs incurred in connection with such borrowings, which may not be covered by available cash flow. While leverage may enhance total returns and increase the number of investments that can be made, if investment results fail to cover borrowing costs, then returns will be lower than if there had been no borrowings. Furthermore, the leveraged capital structure of certain issuers will increase the exposure of such issuers to adverse economic factors (such as rising interest rates, downturns in the economy or a deterioration in the condition of such investment or its sector), each of which potentially will constrain such investment’s ability to finance its future operations and capital needs and may result in the imposition of restrictive financial and operating covenants. As a result, certain issuers’ flexibility to respond to changing business and economic conditions may be limited. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Client. Except where otherwise required by the relevant governing documents, a Client will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Client’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. If, for any of these reasons, an issuer is unable to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness or make regular dividend payments, the value of a Client’s investment in such issuer could be significantly reduced or even eliminated. Similarly, with respect to leverage at the level of a Client, if the assets of such Client are not sufficient to pay the principal of, and interest on, the debt when due, such Client could sustain a total loss of its investments. The ability of issuers to refinance debt securities may depend on their ability to sell new securities in the public high yield debt market or otherwise, or to raise capital in the leveraged finance debt markets, which historically have been cyclical with regard to the availability of financing. To the extent that a Client co-invests with any vehicles managed or controlled by Clearlake, including any other Clients, vehicles and accounts (including vehicles formed to permit Clearlake professionals or other associated persons to co-invest alongside such Client), such Client may incur indebtedness and guarantee obligations together with such vehicles on a joint and several or cross-collateralized basis (which may be on an investment-by-investment or portfolio-wide basis). It is also

expected that certain co-investors (potentially including Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) will not share in incurring such leverage, any related guarantees or the related costs (or will not be primarily liable with respect to such leverage or related costs) and, as a result, the Client will disproportionately bear the obligation, risk and/or costs of leverage arrangements. As a result of the incurrence of indebtedness on a joint and several or cross- collateralized basis, such Client may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. Moreover, such Client could also lose its interests in performing investments in the event such performing investments are cross-collateralized with poorly performing or non-performing investments. The extent to which a Client uses leverage may have important consequences to the investors in such Client, including, but not limited to, the following: (i) greater fluctuations in the net asset value of such Client’s assets; (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions or other purposes; (iii) increased interest expense if interest rate levels were to increase significantly; (iv) in certain circumstances, prematurely harvesting investments to service such Client’s debt obligations; and (v) limitation on the flexibility of such Client to make distributions to its partners or sell assets that are pledged to secure the indebtedness. There can be no assurance that a Client will have sufficient cash flow to meet its debt service obligations. As a result, a Client’s exposure to losses may be increased due to the illiquidity of its investments generally. In addition, a Client may need to refinance its outstanding debt as it matures. There is a risk that a Client may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of the existing loan agreements. If prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could adversely affect such Client’s financial condition, cash flows and return on its investments. The general partner of a Client will be authorized to pledge or grant security interests in the assets of such Client in connection with any borrowing or other leverage. The amount of borrowings which such Client may have outstanding at any time may be substantial in relation to its capital. In some cases, the manager or general partner of a Client may be required to subordinate its rights to that of the lender in the event of a default scenario. Borrowing: Subject to certain limitations set forth in the applicable Fund Agreements, a Client has broad authority to borrow, make guarantees and provide other credit support for investment and other purposes, including, without limitation, by entering into one or more credit facilities or any other debt or leverage facility or facilities or other loans or extensions of credit, net asset value facilities, back leverage, margin loans or derivative instruments provided by one or more lenders, including Clearlake and their respective affiliates. To the extent that any borrowing (including any revolving credit facility) is incurred by a portfolio company or an entity through which investments are held, directly or indirectly, by a Client (including any such borrowings incurred by wholly-owned subsidiaries of the Client and entities that hold multiple investments of a Client, which borrowings may be cross-collateralized), such borrowing will not be subject to any of the borrowing limitations of a Client provided for in the applicable Fund Agreement except as otherwise set forth therein. Further, there are no limitations set forth in the Fund Agreements with respect to the use of proceeds of borrowings incurred by Clients, including to facilitate distributions or to reinvest in existing or new investments. Moreover, Clearlake has significant discretion to determine if a borrowing is recourse to the applicable Client, and only borrowings that are so recourse could be applied against any debt limitation applicable at the Client level. In addition, a Client is permitted to enter into arrangements with one or more lenders, including Clearlake and their respective affiliates, for cash management purposes and to provide interim financing prior to the receipt of capital contributions. Such borrowings are permitted to be secured by the obligations of investors to make capital contributions, a pledge of a Client’s general partner’s right to draw down on such obligations, and/or a security interest in such Client’s investments. The inability of such Client to repay borrowings under a credit facility secured by the capital commitments of investors could enable a lender to call unfunded commitments from investors and, if investors’ unfunded commitments are insufficient to repay such borrowings, investors may be required to return amounts distributed to them to fund such borrowings, subject to certain limitations set forth in such Client’s Fund Agreement.

A credit agreement or borrowing facility frequently will contain terms that restrict the activities of a Client and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant general partner’s ability to consent to the transfer of a limited partner’s interest in a Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy. In addition, in order to secure a subscription line, the relevant general partner may request certain financial information and other documentation from limited partners to share with lenders. The general partner 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 limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Client subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Client, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Client subsidiary. In addition, a Client may need to refinance its outstanding debt as it matures. There is a risk that a Client may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of the existing loan agreements. If prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could adversely affect a Client’s financial condition, cash flows and return on its investments. Because a Client or its subsidiaries may engage in portfolio financings where investments are crosscollateralized or cross-defaulted, multiple investments may be subject to the risk of loss. As a result, a Client could lose its interests in performing investments in the event such investments are cross-collateralized or cross-defaulted with poorly performing or non-performing investments. Also, a Client may, in the future, enter into financing arrangements that contain financial covenants that could require it to maintain certain financial ratios. If the Client were to breach the financial covenants contained in any such financing arrangement, it might be required to repay such debt immediately in whole or in part, together with any attendant costs, and the Client might be forced to sell some of its assets to fund such costs. The Client might also be required to reduce distributions. Such financial covenants would also limit the ability of the Clients to adopt the financial structure (i.e., by reducing levels of borrowing) which they would have adopted in the absence of such covenants. Recourse debt, which a Client reserves the right to obtain, may subject other assets of a Client to the risk of loss and a Client’s capital commitments to be called or a Client’s assets to be sold to satisfy such debt. Full or partial recourse debt may also limit the ability of a Client to effect a debt restructuring at or prior to maturity of the debt. To the extent that a Client co-invests with any vehicles managed or controlled by Clearlake, including any other Client, other managed accounts, collective investment vehicles, business development companies (including any Clearlake BDC), collateralized loan obligations (including an Affiliated CLO) and/or affiliated investment funds (the “Other Accounts”), a Client is permitted to incur indebtedness and guarantee obligations together with such vehicles on a joint and several or cross-collateralized basis (which may be on an investment-by-investment or portfolio-wide basis). While such arrangements may be joint and several with respect to a Client, such arrangements are not expected to impose reciprocal joint and several obligations on such vehicles. As a result of the incurrence of indebtedness on a joint and several or cross-collateralized basis, a Client may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. Moreover, a Client could also lose its interests in performing investments in the event such performing investments are cross-collateralized with poorly performing or non-performing investments. A Client’s incurrence of fund-level debt (subject to the limitations set forth in the applicable Fund Agreement), such as debt resulting from bridge, subscription and asset-backed facilities, exposes a Client to refinancing, recourse and other risks. With respect to any asset-backed facility entered into by a Client (or an affiliate thereof), a decrease in the market value of a Client’s investments would increase the effective amount of leverage and could result in the possibility of a violation of certain financial covenants pursuant to which a Client must either repay the borrowed funds to the lender, which could, subject to any limitations set forth in the relevant Fund Agreement, require investors in such Client to make additional capital contributions in respect of such borrowings, or suffer foreclosure or forced liquidation of the pledged assets. Liquidation of a Client’s investments at an inopportune time

in order to satisfy such financial covenants could adversely impact the performance of a Client and could, if the value of its investments had declined significantly, cause a Client to lose all or a substantial amount of its capital. Moreover, if additional capital contributions were required to satisfy such financial covenants, such capital contributions would effectively reduce the amount of capital available for other investments and could adversely affect the diversification of a Client’s portfolio. In the event of a sudden, precipitous drop in the value of a Client’s assets, a 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. Client-level debt facilities typically include other covenants such as, but not limited to, covenants against a Client incurring or being in default under other recourse debt, including certain Client guarantees of asset- level debt, which, if triggered, could cause adverse consequences to a Client if it is unable to cure or otherwise mitigate such breach. Also, in light of the distress in the global financial markets, any bankruptcy, insolvency or default by a counterparty to a Client could result in a loss of a Client’s investments, including, for example, where fund assets and securities are re-hypothecated or otherwise held by such counterparties and become subject to general claims of their creditors. Subscription Credit Facilities. A Client generally is permitted to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing or refinancing of a Client’s investments, as well as to consolidate or make less frequent capital calls to limited partners. Clearlake believes performance metrics such as net MOIC and gross and net IRRs tend to become more reliable performance metrics as a Client matures beyond the ramp up period. Furthermore, the use of credit, capital call or subscription facilities tends to increase net IRRs and decrease net multiple of invested capital in most circumstances, than if the facility had not been utilized and instead the investors’ capital had been contributed at the inception of an investment and does not have any effect on the Gross IRR, particularly in the earlier part of a fund’s life, because such metrics are generally based on actual investment or investor cash flows. Nonetheless, gross and net IRRs early in the life of a Client may not be predictive or reliable indicators of long term fund performance and may experience significant volatility, particularly after making pro forma adjustments for the use or lack of use of credit, capital call or subscription facilities. Clearlake expects the difference between levered and unlevered performance for a Client to narrow over time as the Client gets closer to full deployment and the use of the credit/capital call facility relative to invested capital decreases. Finally, please note that calculating pro forma unlevered performance for all of the Clients involves making certain adjustments that may not be possible to replicate in future periods and/or may not be reflective of actual fund performance if the Client did not have access to such credit/capital call facilities. Use of such leverage arrangements presents potential conflicts of interest as a result of certain factors, including the interest rate on borrowings typically being less than the rate of the preferred return, and that such preferred return does not accrue on such borrowings and only accrues on capital contributions when made. As a result, use of such leverage arrangements with respect to investments may reduce or eliminate the preferred return received by the investors and accelerate or increase distributions of Carried Interest to the applicable general partner, providing a general partner with an economic incentive to fund investments through borrowings in lieu of capital contributions. Subject to any express limitations in a Fund Agreement, the use of a subscription-based credit facility by a Client is within the applicable general partner’s discretion. Conflicts of interest also have the potential to arise in that the use of subscription credit facilities typically delays the need for investors to make contributions to a Client, or results in short-term gains to a Client, which in certain circumstances enhances the relevant Client’s return calculations and thereby may be deemed to benefit the marketing efforts of the relevant general partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Client’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Client-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances, the use of fund-level borrowing can increase the base of a Client’s management fee calculation, such as during periods where management fees are based in whole or in part on an acquisition cost that includes a borrowing component (including interest expenses). Because Management Fees are incurred whether an investment is financed through capital calls or borrowings, and a Client’s preferred return typically does not accrue on outstanding borrowings, the relevant general partner has an incentive to cause the Client to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Client’s investment period, and cause or defer a related change in the basis of the relevant Client’s management fee calculation under such Client’s governing documents.

If an investment appreciates in value and is disposed of prior to repayment, the relevant Client generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by the investors potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to investors and increase the potential carried interest for the relevant general partner, as reduced by the interest incurred by the relevant Client. Subject to any limitations in a Client’s governing documents, this scenario potentially incentivizes the relevant general partner to permanently fund the acquisition, financing or refinancing and ongoing capital needs of a Client’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors (including one or more co-investing Other Accounts and other Clearlake investment vehicles), as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the Clients nor limited partners generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. Additionally, a Client is permitted to use back leverage for certain portfolio investments, including back leverage that is guaranteed by the Client. Back leverage refers to portfolio company debt that ranks senior to and pari passu with the Client’s debt investment. The use of back leverage potentially enhances the return profile of investments, and accordingly, of the Client overall, but also increases the risk profile of such investments. Investment- and Intermediate Entity-Level Borrowing: Under the governing documents, a Client is authorized to incur indebtedness that is secured by any assets of the Client (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees, provide equity commitment letters or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Client, including without limitation to: finance any investment-related activities of the Client; increase the buying power of the Client; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Client expenses or fund the payment of management fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the governing documents. Further, the Clients are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Client’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Client provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Client and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the governing documents impose limits on borrowings at the Client level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Illiquidity of Investments: There may be little or no active market for many of the securities and other obligations owned by the Clients. Consequently, the Clients may not be able to dispose of an investment when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Dispositions of investments may be subject to legal, contractual, and other limitations on transfer, the absence of an established market for the investments, or other restrictions that would interfere with sales of investments or adversely affect the terms that could be obtained upon any disposition thereof. Such restrictions may apply even after the term of the Client has ended or the Client has otherwise been dissolved. In the event of a portfolio company initial public offering, if a Client has

designated a member of the board of directors or otherwise exercises control over such portfolio company, the securities of such portfolio company held or being acquired by a Client may be restricted and subject to lock-up or otherwise designated as control securities under Rule 144 of the Securities Act. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. As such, restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Because the markets for such securities are still evolving, liquidity in these securities is limited and liquidity with respect to lower- rated and unrated subordinated classes may be even more limited. In some instances, the sale of securities, loans or other investments owned by a Client may require lengthy negotiations. The Client may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of its dissolution. A potential exit for securities that cannot be liquidated within the term of the Client is to distribute such securities in-kind to the investors upon the dissolution of the Client. In view of these limitations on liquidity, which are illustrative only and not exhaustive, the Client will generally not be able to realize an investment in a privately held entity for a substantial number of years. There is no assurance that a Client will be able to dispose of its investments at the price and at the time it wishes to do so. In some cases, the manager or general partner of a Client may be required to subordinate its rights to that of the lender in the event of a default scenario. Debt Instruments Generally: Certain Clients may invest predominantly in debt, debt-like (such as structured equity) and credit-related instruments, which could include leveraged loans, high yield bonds or other instruments or securities. Such debt may be unsecured and structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Moreover, such debt investments may not be protected by financial covenants or limitations upon additional indebtedness, and there is no minimum credit rating for such debt investments. Certain loans issued in the recent past imposed less stringent covenants on issuers than covenants included in the terms of debt offered in previous periods, and such “covenant lite” loans may not obligate certain Clients’ issuers to observe and maintain financial ratios or other financial maintenance covenants. These flexible covenants (or the absence of covenants) could cause issuers to experience a significant downturn in their results of operation without triggering any default that would permit holders (such as certain CCE Clients) of senior secured loans to accelerate indebtedness or negotiate terms and pricing. Such a delay to exercise remedies may lower the ultimate recoveries received by a Client in any insolvency or restructuring of indebtedness of such Client’s issuers. Additionally, debt investments will typically not provide the holders with any governance rights, and so a Client’s ability to influence the success of the portfolio company may be significantly limited. Other factors may materially and adversely affect the market price and yield of such debt investments, including investor demand, changes in the financial condition of the applicable issuer, government fiscal policy and domestic or worldwide economic conditions. It is likely that many of the debt instruments in which such Clients may invest may be unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these instruments and may have an adverse impact on the value of such instruments. It also is likely that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon and increase the incidence of default for such instruments. In addition, the market for selling debt may not be as liquid as the market for selling public equity securities, which may impair the ability of a Client to sell the investment at the opportune time. Credit Ratings are Not a Guarantee of Quality: Credit ratings of assets represent the rating agencies’ opinions regarding their credit quality and are not a guarantee of quality. A credit rating is not a recommendation to buy, sell or hold assets and may be subject to revision or withdrawal at any time by the assigning rating agency. In the event that a rating assigned to any corporate debt obligation is lowered for any reason, no party is obligated to provide any additional support or credit enhancement with respect to such corporate debt obligation. Rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value; therefore, ratings may not fully reflect the true risks of an investment. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an obligor’s current financial condition may be better or worse than a rating indicates. Consequently, credit ratings of any corporate debt obligation should be used

only as a preliminary indicator of investment quality and should not be considered a completely reliable indicator of investment quality. Rating reductions or withdrawals may occur for any number of reasons and may affect numerous assets at a single time or within a short period of time, with material adverse effects upon the corporate debt obligation. It is possible that many credit ratings of assets included in or similar to the corporate debt obligation will be subject to significant or severe adjustments downward. While Clearlake expects that the current environment will yield attractive investment opportunities for certain Clients in their investment period, there can be no assurances that conditions in the global financial markets will not worsen and/or adversely affect one or more of the Client’s investments, its access to capital for leverage, a portfolio company or the Client’s overall performance. As more fully described above, the Client’s investment strategy and the availability of opportunities satisfying the Client’s risk-adjusted return parameters rely in part on the continuation of certain trends and conditions observed in the market for investments (e.g., the inability of certain companies to obtain financing solutions from traditional lending sources or otherwise access the capital markets) and the broader financial markets as a whole and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by Clearlake will prove correct, and actual events and circumstances may vary significantly. Any of the foregoing events could result in substantial or total losses to the Client in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure and by the use of leverage by the Client. Convertible Securities: Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into, or exchanged for, a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Client is called for redemption, the Client will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Client ability to achieve its investment objectives. Zero Coupon and PIK Bonds: Because investors in zero coupon or PIK bonds receive no cash prior to the maturity or cash payment date applicable thereto, an investment in such securities generally has a greater potential for complete loss of principal and/or return than an investment in debt securities that make periodic interest payments. Such investments are more vulnerable to the creditworthiness of the issuer and any other parties upon which performance relies.

Limited Amortization Requirements: A Client may invest in loans that have limited mandatory amortization requirements. While these loans may obligate an issuer to repay the loan out of asset sale proceeds or with annual excess cash flow, repayment requirements may be subject to substantial limitations that would allow an issuer to retain such asset sale proceeds or cash flow, thereby extending the expected weighted average life of the investment. In addition, a low level of amortization of any debt over the life of the investment may increase the risk that the issuer will not be able to repay or refinance the loans held by the Client when it matures. Risks Arising from Purchases of Debt on a Secondary Basis: A Client may invest in loans and debt securities acquired on a secondary basis. The Client is unlikely to be able to negotiate the terms of such debt as part of its acquisition and, as a result, these investments may not include some of the covenants and protections the Client may generally seek. Even if such covenants and protections are included in the investments held by the Client, the terms of the investments may provide portfolio companies substantial flexibility in determining compliance with such covenants. In addition, the terms on which debt is traded on the secondary market may represent a combination of the general state of the market for such investments and either favorable or unfavorable assessments of particular investments by the sellers thereof. Usury Laws: Interest charged on loans owned by a Client may be subject to usury laws imposing maximum interest rates and penalties for violation, including restitution of excess interest and unenforceability of debt. Portfolio Company Designation: A Client may purchase or hold through a special purpose vehicle or other subsidiary a group of investments (regardless of whether such investments are related, purchased from a single seller or neither) in a single issuer or a group of issuers. If a Client purchases or holds through a special purpose vehicle or other subsidiary a group of investments (regardless of whether such investments are related, purchased from a single seller or neither) in a single issuer or a group of issuers, the applicable general partner may, in its sole discretion, designate any such special purpose vehicle or subsidiary as a portfolio company at any time, including before or after the creation or utilization thereof, and the general partner will in its sole discretion define which entity or entities constitutes the portfolio company. Any such special purpose vehicle or other subsidiary (and not, for the avoidance of doubt, any investment made or held through such entity) will, unless otherwise determined by the general partner in its sole discretion, be treated as a “portfolio company” for all purposes under the applicable Fund Agreement, including that any such entity will be authorized to freely reinvest proceeds in, substitute collateral for, provide one or more guarantees, letters of credit, equity commitment letters or similar credit support (including on a joint and several or cross-collateralized basis or otherwise as described in the applicable Fund Agreement) for, and otherwise engage in financial transactions with, any of the entities comprising the enterprise conducted through such special purpose vehicle or other subsidiary and otherwise optimize its portfolio. In connection therewith, any such special purpose vehicle or other subsidiary may utilize or reserve proceeds generated at the level of any such special purpose vehicle or other subsidiary for purposes of making additional investments or paying or reserving for the payment of fees, costs, expenses and other obligations of such special purpose vehicle or other subsidiary without having any obligation to necessarily cause such proceeds to be distributed by such special purpose vehicle or other subsidiary to the Client (and, in turn, to the Client’s partners), even if such special purpose vehicle or other subsidiary is an entity that is utilized to facilitate the making of investments by the Client only, or the Client together with other Clients. No restriction, limitation or obligation set forth herein or in the Fund Agreement that is applicable to a Client will be deemed to apply at the level of a special purpose vehicle, subsidiary, portfolio company or issuer, including that any excuse right otherwise afforded to a limited partner will not apply on a “look-through” basis to any investment made or held through an entity that is itself treated as a portfolio company and none of the limitations on recall, recycling or reinvestment or on follow-on investments will apply. As such, the general partner is subject to conflicts of interest in determining whether an entity should be designated as a portfolio company. Difficulty of Locating Suitable Investments: There can be no assurance that there will be a sufficient number of suitable investment opportunities to enable the Clients to invest all of their committed capital in opportunities that satisfy the Clients’ investment objectives or that such investment opportunities will lead to completed investments by the Clients. The activity of identifying, completing and realizing an attractive investment opportunity is highly competitive and involves a high degree of uncertainty. There can be no assurance that the Clients will be able to identify or consummate investments satisfying the investment criteria of the managers of the Clients. The success of the Clients will depend on the abilities of the general partners and the managers of the Clients to identify suitable investments, to negotiate and arrange the closing of appropriate transactions and to arrange the timely

disposition of investments. Likewise, there can be no assurance that the Clients will be able to realize upon the values of their investments or that the Clients will be able to invest their commitments. Foreign Investments: Investments in foreign securities may involve certain special risks not typically associated with investing in U.S. securities, including, but not limited to, the following: (i) political, economic or social instability; (ii) the unpredictability of international trade patterns and the viability of international trade agreements; (iii) the imposition of restrictions on and/or heightened regulatory burdens with respect to non-U.S. investments by the U.S. and/or the imposition of tariffs by the U.S. on non-U.S. goods (e.g., the current U.S. administration’s expressed intent to impose tariffs on Chinese goods); (iv) the possibility of foreign governmental actions such as expropriation, nationalization, confiscatory taxation, the imposition of restrictions on inbound capital (e.g., from the U.S.) and/or the imposition of tariffs on U.S. goods; (v) the imposition or modification of exchange controls or currency pegs; (vi) differences between U.S. and non-U.S. securities markets, including potential price volatility in, and relative illiquidity of, some foreign securities markets; (vii) the imposition of withholding taxes on dividends, interest and gains; (viii) fluctuations in currency exchange rates and costs associated with the conversion of investment principal and income from one currency into another and greater risk of inflation; (ix) different bankruptcy laws and customs; (x) less developed and greater uncertainty with respect to corporate laws regarding, among other things, fiduciary duties and the protection of investors; (xi) less developed compliance infrastructure, regarding, among others, anti-money laundering protections; (xii) less developed cybersecurity and technology infrastructure and greater risk of misappropriation of intellectual property and/or personal information; (xiii) less developed transportation infrastructure and supply chain logistics; (xiv) greater social unrest and market uncertainty; and (xv) potential restrictions on travel and movement. As compared to U.S. entities, foreign entities generally disclose less financial and other information publicly, and they are subject to less stringent and less uniform accounting, auditing and financial reporting standards. Also, it may be more difficult to obtain and enforce legal judgments against foreign entities than against domestic entities. A Client is not obligated to engage in any currency hedging operations, and there can be no assurance as to the success of any hedging operations that the Client may implement. Additionally, in some countries outside the United States and Western Europe, there is the possibility of expropriation of value, including through confiscatory taxation, limitations on the repatriation or sale of securities, debt obligations, property or other assets of the Client, political or social instability or diplomatic developments, each of which could have an adverse effect on the Client’s investments in such foreign countries. While a Client’s general partner will take these factors into consideration in making investment decisions for the Client, no assurance can be given that the Client’s general partner will be able to evaluate these risks accurately. Concentration of Investments: Subject to the applicable Fund Agreements, because a significant portion of a Client’s capital commitments may be invested in a single company, type of security or geographic region, any single loss may have a significant adverse impact on such Client’s capital. Accordingly, such Client’s assets 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 could have a material adverse effect on such Client. In addition, there may be no restriction requiring diversification by industry. To the extent a Client concentrates investments in a particular issuer, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. As a consequence, the aggregate return of such Client may be adversely affected by the unfavorable performance of one or a small number of investments. Moreover, because it is not reasonable to expect all of a Client’s investments to perform well or even return capital, for such Client to achieve above-average returns, at least one or more of its investments must perform very well. There are no assurances that this will be the case. Projections: The applicable general partner will generally establish the pricing of transactions and the capital structure of a Client’s investments on the basis of financial projections for such investments. Estimated operating results will normally be based primarily on management judgments but may also reflect projections developed by the manager, a prospective portfolio company or issuer or other third-party source (or in reliance on multiple sources) concerning such company’s future performance and cash flow. Projections are inherently uncertain and subject to factors beyond the control of the manager, the portfolio company or issuer or such other sources. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of other unforeseen events could impair the ability of a portfolio company or issuer to realize projected values. There can be no assurance that the projected assumptions will be accurate or that the estimated results will be obtained, and actual results may vary significantly from the projections. General economic, political and market

conditions, which are difficult to predict, can have a material adverse impact on the reliability of such projections. Other participants in the industry may disagree with the feasibility of projections. Dependence on the Co-Founders: The Clients will be highly dependent on the continued service of the CoFounders. In the event of death, disability, or departure of any such persons, Clearlake’s business and the Clients may be adversely affected. The Co-Founders are not required to devote all or any specified portion of their time to managing the Clients’ affairs, but only to devote so much of their time to the Clients’ affairs as they determine to be necessary to accomplish the Clients’ purposes and to conduct properly the Clients’ operations. The Co-Founders currently serve on the investment committees for certain Clients and are permitted to serve in the future on one or more investment committees for other Clearlake strategies. Conflicts of interest may arise in allocating management time, services, or functions as well as in allocating investment opportunities, and the applicable manager and the ability of the members of the investment team to access other professionals and resources within Clearlake for the benefit of the Clients may be limited. Expedited Transactions: Investment analyses and decisions by the applicable general partner and manager will often be undertaken on an expedited basis in order for a Client to take advantage of investments opportunities. In such cases, the information available to the general partner and the manager at the time of an investment decision may be limited, and the applicable general partner and manager may not have access to the detailed information necessary for a full evaluation of the investment opportunity. In addition, the financial information available to the applicable general partner and manager may not be accurate or provided based upon accepted accounting methods, and the applicable general partner and manager may rely upon independent consultants or advisors in connection with the evaluation of proposed investments. There can be no assurance that these consultants or advisors will accurately evaluate such investments. Further, a Client may conduct its due diligence activities in a very brief period and may assume the risks of obtaining certain consents or waivers under contractual obligations. Distributions: There can be no assurance that the operations of the Clients will be profitable, that the Clients will be able to avoid losses or that cash from their investments will be available for distribution to their respective investors. The Clients will have no source of funds from which to pay distributions to their respective investors other than income and gains received on its investments and the return of capital. Special Purpose Acquisition Companies (“SPAC”): The Clients are permitted to invest in entities (any such entity, a “SPAC Sponsor”) that will sponsor SPACs. One or more Clients may sponsor a SPAC on its own or in conjunction with other co-sponsors, including third parties, Clearlake, its principals, personnel, or any of their affiliates, in which case such Clients will only be subject to their pro rata share of expenses, which, among other things, is used to fund certain offering expenses, the upfront portion of the underwriting discount, and the working capital of the applicable SPAC. In exchange for supplying part or all of the “at-risk capital” of a newly formed SPAC, one or more Clients collectively may receive a portion of the “founder shares” or “promote” from the applicable SPAC. A Client could lose the at-risk capital invested in a SPAC, and such founder shares could become worthless if such SPAC is not successful and is unable to locate and consummate a business combination or gain approval for the business combination from such SPAC’s shareholders within the specified time period. Further, while a Client will benefit from its pro rata share of the founder shares, the profits attributable to the founder shares held by the other cosponsor (if any), including if such co-sponsor is Clearlake or its personnel, will not be offset against the Management Fees payable by the applicable Client’s limited partners, subject to the applicable Fund Agreement. Distributions in Kind: Under certain limited circumstances, distributions in kind of investments for which market quotations are not readily available may be made or which may be subject to substantial restrictions on sale or transfer, making those investments difficult to value. If distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property. Widespread holding of portfolio investments, particularly of private illiquid securities, may entail a significant administrative burden. In addition, the direct holding of certain portfolio investments may subject the holder to suit or taxes in states in which such investments are located. It may be difficult for investors to liquidate the securities received at a price or within a time period that is determined thereby to be ideal. After a distribution of securities is made, a substantial portion of the recipients may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such investors may be lower than the value of such securities determined pursuant to the relevant Fund Agreement, including the value used to determine the amount of carried interest accruing to the general partner with respect to such investment.

Furthermore, a general partner has the ability to receive a distribution in kind, including in connection with investment dispositions or the payment in kind of amounts owed to the general partner as carried interest (which generally will be made using the value of the relevant securities on the date of distribution), and, depending on the tax attributes of the investment, including the holding period thereof, will be incentivized to take such distribution in kind, while the investors receive only cash proceeds. In such circumstances, there is a potential conflict of interest between the applicable general partner (and its beneficial owners) and the investors, as the general partner will have a continuing interest in the portfolio company and may therefore not be incentivized to achieve the highest sale price for the investors. Although the general partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following a Client’s disposition thereof, neither the relevant Client nor the investors thereof will benefit from the increase, and over time the economic benefit to the general partner and its beneficial owners could exceed the value of the general partner’s pro rata interest in the Client and the amount of carried interest owed. To the extent the beneficial owners of the general partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the Client or its investors. In certain circumstances, certain investors may require the general partner to hold and sell on their behalf any investments intended to be distributed in kind to investors. Conflicts of interest will arise in such circumstances because there is no assurance the applicable general partner will be able to maximize the price of the security in the course of selling it on behalf of the investors. Disclosure of Confidential Client Information: Investors in the Clients may include persons and entities that are subject to state public records or similar laws that may compel public disclosure of confidential information regarding the Clients, their investments and their investors. There can be no assurance that such information will not be disclosed either publicly to regulators or otherwise. The amount of information about their investments that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that disclosure of confidential information relating to a Client or its portfolio companies results from interests in such Client being held by public investors, the Client may be adversely affected. To the extent that the applicable general partner determines in good faith that, as a result of the Freedom of Information Act, any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to the Freedom of Information Act, or any other similar statutory or regulatory requirement, an investor or any of its affiliates may be required to disclose information relating to a Client, its affiliates, and/or any entity in which an investment is made (other than certain fund-level, aggregate performance information described in the applicable Fund Agreements), which disclosure could, for example, affect the Client’s competitive advantage in finding attractive investment opportunities. To the extent that the applicable general partner determines in good faith that, as a result of such public records or similar laws, an investor or any of its affiliates or agents may be required to disclose information relating to a Client, its affiliates, and/or any portfolio investment (other than information the applicable general partner has previously consented in writing that an investor may disclose), the applicable general partner reserves the right, in order to prevent any such potential disclosure, to withhold all or any part of the information otherwise to be provided to such investor (other than certain basic capital account information). Confidential Client information may also become subject to public disclosure or regulatory disclosure due to the relationship between the Client and a public entity. Artificial Intelligence and Machine Learning Developments: Recent technological advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including OpenAI’s release of its ChatGPT application, pose risks to Clearlake, the Clients and the portfolio companies. Machine Learning Technology has the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Clients invest, and any such changes could render Clearlake’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. Many jurisdictions have passed or are considering laws and regulations concerning Machine Learning Technology, which could adversely affect Clearlake, the Clients, the portfolio companies and their operations. While Clearlake reserves the right to utilize Machine Learning Technology in connection with its business activities, including to support Clearlake’s due diligence and investment activities, Clearlake intends to periodically evaluate and/or adjust internal policies governing use of Machine Learning Technology by its personnel. Notwithstanding any such policies, Clearlake personnel, members of the Executive Council, senior executives and other associated persons of Clearlake or any affiliates of Clearlake could, unbeknownst to Clearlake, utilize Machine Learning Technology in contravention of such policies. Clearlake, the Clients and the portfolio companies could be further exposed to the risks of Machine Learning

Technology if Service Providers, whether or not known to Clearlake, also use Machine Learning Technology in their business activities. Clearlake will not be in a position to control the use of Machine Learning Technology in thirdparty products or services, including those provided by Clearlake’s and its affiliates’ Service Providers. Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information)—either by third parties in contravention of non-disclosure agreements, or by Clearlake personnel or the aforementioned Clearlake advisors and affiliates in contravention of Clearlake’s policies, contractual or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject to, or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including material nonpublic information)—into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. For more information on risks relating to information security see also “Privacy Law Compliance Risk” below. Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models potentially will contain a degree of inaccuracy, and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. Even where Machine Learning Technology is utilizing accurate data, it may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such Machine Learning Technology to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of Machine Learning Technology is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of Clearlake, the Clients and/or the portfolio companies. In addition, use of Machine Learning Technology poses various risks related to confidentiality, privacy and cybersecurity. Clearlake personnel also could utilize Machine Learning Technology in contravention of any policies, confidentiality agreements or applicable law. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing could have a material and adverse impact on Clearlake, the Clients and the portfolio companies. Privacy Law Compliance Risk: The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations (“Privacy Laws”) in the United States, Europe and elsewhere could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Clearlake, the general partners, the Clients and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions, or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Client performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for Clearlake, the general partners, the Clients and/or their portfolio companies are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have either passed, proposed, adopted or are considering similar Privacy Laws, which could impose similarly significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include Clearlake, the general partners, the Clients and/or their portfolio companies. Legal and Regulatory Risks: Legal and regulatory changes could occur during the term of a Client that may adversely affect the Clients, its portfolio investments or its partners. For example, a Client expects to make investments in a number of different industries, some of which are or may become subject to regulation by one or more U.S. federal or international agencies and by various agencies of the states, localities and counties in which they operate. New and existing regulations, changing regulatory schemes and the burdens of regulatory compliance all may have a material negative impact on the performance of portfolio investments that operate in these industries. Neither the general

partner nor the manager of a Client can predict whether new legislation or regulation governing those industries will be enacted by legislative bodies or governmental agencies, nor can either of them predict what effect such legislation or regulation might have. There can be no assurance that new legislation or regulation, including changes to existing laws and regulations, will not have a material negative impact on a Client’s investment performance. Increased scrutiny and newly proposed legislation applicable to private investment funds and their sponsors may also impose significant administrative burdens on the applicable manager and may divert time and attention from portfolio management activities. In addition, and in particular in light of the changing global regulatory climate, a Client may be required to register under certain foreign laws and regulations, and need to engage distributors or other agents in certain non-U.S. jurisdictions in order to market interests to potential investors. The effect of any future regulatory change on a Client could be substantial and adverse. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. In addition, Clearlake and its affiliates engage in a broad variety of activities. These activities have in the past, and may in the future, subject Clearlake or one or more if its affiliates to risks of becoming involved in litigation by third parties or may subject Clearlake or any such affiliate to investigations or proceedings initiated by governmental authorities. It is difficult to determine what impact, if any, such litigation may have on Clearlake, or any such affiliate or the Clients. As a result, there can be no assurance that the foregoing will not have an adverse impact on Clearlake, any of its affiliates or the Clients, or otherwise impede a Client’s ability to effectively achieve its objectives. Trade Errors: Clearlake has adopted a policy for the purpose of addressing trade errors that may arise over time with respect to the securities transactions of a Client. Clearlake, pursuant to this policy, will seek to identify and correct any trade errors in an expeditious manner. Clearlake will only remain liable for trade errors that are the result of its gross negligence or willful misconduct. The determination of whether or not a trade error has occurred will be in the sole discretion of Clearlake, and investors should be aware that, in making such determinations, Clearlake will have a conflict of interest. Valuation Methodologies: The fair value of all investments or of property received will be determined by the applicable general partner in accordance with Clearlake’s valuation policies and procedures. Valuations depend on various methodologies, which are inherently subjective and capable of producing a range of values that may be considered reasonable to different parties and that may be different than valuations done by others applying their own judgment at different or similar dates. There is no assurance that the valuations determined by Clearlake represent values that can or will be realized in a sale or exchange of investments with an independent third party. Where valuations are derived predominantly from market quotations, such valuations typically do not take into account various factors that may affect the value that may ultimately be realized in the future, such as the possible illiquidity associated with a large ownership position, subsequent illiquidity in a market for an investment, future market price volatility or the potential for a future loss in value based upon market conditions or economic downturns, but could take into account legal issues that may limit or restrict transfer. Clearlake may change its valuation procedures and methods over time (within the framework of U.S. generally accepted accounting principles (“GAAP”) for its U.S. Funds or the International Financial Reporting Standards 9 (“IFRS 9”) for EU-domiciled private credit Funds, as applicable) to reflect market practice, regulatory requirements, or other factors deemed appropriate by Clearlake. Market Disruptions: The Clients may incur major losses in the event of market disruptions and other extraordinary events in which historical pricing relationships (on which the manager of a Client bases a number of its trading positions) become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The availability of credit is typically reduced during market disruptions. Market disruptions caused by unexpected political, military and terrorist events, and “Acts of God” described above, potentially could cause dramatic losses for the Clients, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. Certain of the Clients have broad mandates to pursue different types of investments from buyouts to structured liquidity solutions to secondary market opportunities in the equity and debt capital markets. As such, a portion of a Client’s investments may be focused in the secondary credit markets. Therefore, the successful

implementation of that portion of the Client’s investment strategy may depend, in part, on continued disruption and volatility in the credit markets. However, a prolonged disruption may prevent the Client from advantageously realizing on or disposing of such investments. Moreover, the global credit markets continue to experience disruption and the continued economic instability could adversely affect the financial resources of corporate borrowers in which the Client invests and result in the inability of such borrowers to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, the Client may suffer a partial or total loss of capital invested in such companies, which would, in turn, have an adverse effect on the Client’s returns. Such marketplace events also may restrict the ability of the Client to sell or liquidate certain investments at favorable times or for favorable prices (although such marketplace events may not foreclose the Client’s ability to hold such investments until maturity). In particular, in addition to Clearlake’s value creation and operational improvement capabilities, the Client’s investment strategy relies in part on the stabilization or improvement of the conditions in the global financial and credit markets. Absent such a recovery or in the event of a further market deterioration, the value of certain of the Client’s investments may not appreciate as projected or may suffer a loss. Defaults by Investors: Investors in certain Clients are obligated to make capital contributions when called by the applicable general partner. If investors fail to fund their 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 investors or by one or more investors who have made substantial commitments would limit opportunities for investment diversification and likely would reduce returns to the Client. Agreements with Certain Investors: Each Client, its general partner and its manager are permitted to enter into agreements with one or more investors whereby, in consideration for agreeing to invest certain amounts in the Client and other considerations deemed material to the Client, such investors are granted rights not otherwise afforded to other investors, including, without limitation, the right to receive reports from the Client on a more frequent basis or to receive reports that include information not provided to other investors, the right to pay a reduced Carried Interest, Incentive Allocation and/or Management Fee, the right to receive a share of the Carried Interest, Incentive Allocation and/or Management Fees earned by the general partner and/or the manager, rights related to greater portfolio transparency, minimum investment amounts, confidentiality, indemnification, sovereign immunity, payment of placement fees, advisory board representation, excuse rights, rights relating to tax, regulatory and organizational matters, and other more favorable or different investment terms and/or and such other rights as may be negotiated between the Client, its general partner and its manager, on the one hand, and such investors, on the other hand, many of which will not be subject to the “most-favored nation” provisions of a Client’s governing documents. Although such agreements will apply with respect to certain investors with whom they are entered into, not all investors will receive the rights or benefits granted to those investors pursuant to such agreements, thereby resulting in differential treatment among the investors. For example, investors will not be able to receive any rights or benefits granted to any of the Minority Investors in such agreements. Except in the circumstances and on the timing required by the Fund Agreements, other investors will not receive disclosure of such agreements or related provisions, and as a general matter, the other investors have no recourse against a Client, the applicable general partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such agreements. As a consequence of one or more investors being excused or excluded, or from regulatory or other factors limiting their participation in investments, the aggregate returns realized by participating investors could be adversely affected in a material manner by the unfavorable performance of particular investments. Such agreements will have the effect of establishing rights under, or altering or supplementing the terms of, the applicable Fund Agreement with respect to such investors. To the extent that compliance with any of the provisions of any such agreement would cause the Client, its general partner, its manager or any of their respective affiliates to violate their respective fiduciary obligations to other Clients or to violate any applicable laws, any non-compliance with any such provisions will not be deemed to be a breach of such letter agreements. Limited Access to Information; Confidentiality. Investors’ rights to information regarding a Client, the applicable general partner or Clearlake generally will be specified, and in many cases strictly limited, by the applicable Fund Agreement. In particular, it is anticipated that the applicable general partner and its affiliates will obtain certain types of material information from or relating to a Client’s investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of Client’s control. Decisions by Clearlake or its affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its interest in a Client may have difficulty

in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for investors to monitor Clearlake and its performance. Additionally, it is anticipated that investors that designate representatives to participate on a Client’s advisory board generally will, by virtue of such participation, have more or earlier information about a Client and its investments in certain circumstances than other investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Client succeeds in asserting confidentiality for requested documents and other materials, and Clearlake reserves the right to withhold certain information from investors subject to such laws for reasons relating to Clearlake’s public reputation, business strategy or other reasons. Notwithstanding the provision of any Client’s governing documents, Clearlake will not as a matter of policy interpret any Client’s confidentiality or information rights provisions to: (i) prohibit any investor from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any investor to provide notification that it has made such reports or disclosures. Investments in Less Established Companies: A Client may invest a portion of its assets in the securities of less established companies or early-stage companies. Investments in such early-stage companies may involve greater risks than those generally associated with investments in more established companies. For instance, less established companies tend to have smaller capitalizations and fewer resources and, therefore, are often more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. In the case of start-up enterprises, such companies may not have significant or any operating revenues. In addition, less mature companies could be more susceptible to irregular accounting or other fraudulent practices. Such companies may have relatively limited product lines, markets, and financial and other resources. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. In addition, future growth may be dependent on additional financing, which may not be available on acceptable terms when required. Furthermore, to the extent there is any public market for the securities held by a Client, securities of less established companies may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Some of the portfolio investments that may be made by a Client should be considered highly speculative and may result in the loss of such Client’s entire investment therein. There can be no assurance that any such losses will be offset by gains (if any) realized on such Client’s other investments. Subject to the geographic concentration limits set forth in the applicable Fund Agreements, a Client will be permitted to make investments in U.S. and non-U.S. countries, including countries located in emerging market countries. Investing in emerging markets involves risks and special considerations not typically associated with investing in more established economies or markets. Investments in Technology Industries: Clients may make investments in portfolio companies involved in technology industries. Concentration in those industries may involve risks greater than those generally associated with more diversified funds and may experience significant fluctuations in returns. The technology sector is challenged by various factors, including rapidly changing market conditions and participants, new competing products and services, and improvements in existing products and services. Some of the Client’s portfolio companies may compete in this volatile environment. In addition, certain countries in which a Client may invest may have less developed laws regarding the protection of intellectual property rights. There is no assurance that products or services sold by such portfolio companies will not be rendered obsolete or adversely affected by competing products and services, new technologies or other challenges, or that such portfolio companies or the Client will be able to adequately enforce intellectual property rights. Instability, fluctuation or an overall decline within technology industries may not be balanced by investments in other industries not so affected. In the event that the technology sector declines or a Client is unable to adequately enforce its intellectual property rights, returns to investors may decrease. Investments in the Communications Industry: Clients may make investments in portfolio companies involved in the communications industry. Communications companies in developed and emerging countries are undergoing significant changes mainly due to evolving levels of governmental regulation or deregulation as well as the rapid development of communication technologies. Competitive pressures within the communications industry are intense, and the securities of communications companies may be subject to significant price volatility. In addition, because the communications industry is subject to rapid and significant changes in technology, the companies in this

industry that a Client may invest in will face competition from technologies being developed or to be developed in the future by other entities, which may make such companies’ products and services obsolete. Investments in Energy Industries: Clients may make investments in portfolio companies involved in the energy sector. Such portfolio companies will be subject to many unique and acute risks. Significant among such risks is commodity price risk, including, without limitation, the price of oil, gas and other commodities, and the results of its operations and cash flows may depend, in some cases to a significant extent, upon prevailing or improving market prices for energy commodities (such as oil and gas). Commodity prices over the past several years have been, and are likely to continue to be, volatile and subject to wide fluctuations and such volatility may continue in response to changes in the global supply of and demand for such commodities. In addition, the energy sector is challenged by various factors, including rapidly changing market conditions and participants, new competing products and services and improvements in existing products and services. Further, price volatility makes it difficult to budget for, and project the return on, acquisitions, exploration and development projects. There is no assurance that such portfolio companies will succeed in this volatile environment. In addition, the energy sector is subject to comprehensive U.S. and non-U.S. federal, state and local laws and regulations. Present, as well as future, statutes and regulations could cause additional expenditures, decreased revenues, restrictions and delays that could materially and adversely affect a Client’s investments and the prospects of the Client. There can be no assurance that (i) existing regulations applicable to investments generally or the portfolio companies will not be revised or reinterpreted; (ii) new laws and regulations will not be adopted or become applicable to portfolio companies; (iii) the technology and equipment selected by portfolio companies to comply with current and future regulatory requirements will meet such requirements; (iv) such portfolio companies’ business and financial conditions will not be materially and adversely affected by such future changes in, or reinterpretation of, laws and regulations (including the possible loss of exemptions from laws and regulations) or any failure to comply with such current and future laws and regulations; or (v) regulatory agencies or other third parties will not bring enforcement actions in which they disagree with regulatory decisions made by other regulatory agencies. In addition, in many instances, the operation or acquisition of energy assets may involve an ongoing commitment to or from a government agency. The nature of these obligations exposes the owners of infrastructure investments to a higher level of regulatory control than typically imposed on other businesses. Investments in Healthcare Industries: Clients expect to make investments in the various sectors within the health care industry, which are subject to regulatory controls by international, national, and, in some instances, local governmental authorities. The nature and scope of health care regulations are generally subject to political forces and market considerations. While investments in health care companies offer the opportunity for significant gains, such investments also involve a high degree of business and financial risk and can result in substantial or total loss. Health care reform continues to be a significant factor in the profitability of health care companies, particularly with the focus on coordinated and value-based care initiatives and departures from fee for service driven models. New laws, regulations and judicial decisions, or new interpretations of existing laws, regulations and decisions that relate to health care availability, methods of delivery or payment for products and services, or sales, marketing or pricing, may have a material negative impact on the performance of portfolio companies that operate in this industry. Clearlake cannot predict whether new legislation or regulations governing the health care industry will be enacted by legislative bodies or governmental agencies, or what effect such legislation or regulations might have. In both the U.S. and foreign markets, sales of health care products and services, and the success of such platforms, frequently depend, in part, on the availability of reimbursement from third-party payors such as governmental health programs, private health insurers (i.e., commercial payors), and other organizations. The levels of revenues and profitability of providers/suppliers of health care products and services may be affected by the continuing efforts of governmental and third-party payors to contain or reduce the costs of health care. Significant uncertainty exists as to the reimbursement status of certain health care products and services. There can be no assurance that a company’s proposed products or services will be considered cost-effective or that adequate third-party reimbursement will be available to enable a company to maintain price levels sufficient to realize an appropriate return on its investment. Further, companies in the health care industry are often subject to significant risks related to litigation and liability for damages in connection with their operations, or products and services offered. The litigation and liability environment in the health care industry is constantly evolving, and new judicial decisions and legislative activity may increase exposure to any of these types of claims. Even if liability insurance is maintained by a portfolio company, it may not be adequate to cover potential liabilities, including as a result of warranty and product liability claims.

Health care companies may face intense competition, including competition from companies with greater financial resources, more extensive research and development, sales and marketing, customer services and support and other capabilities and a larger number of qualified managerial and technical personnel. Investments in Public Companies: A Client may invest in public companies or take private companies public. Investments in public companies may subject the Client to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, movements in the stock market and trends in the overall economy, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies (including the Client’s ownership of such companies), limitations on the ability of the Client to dispose of such securities at certain times (including due to the possession by the Client of material non-public information), increased likelihood of shareholder litigation against such companies’ board members, which may include Clearlake personnel, regulatory action by U.S. and non-U.S. regulators and increased costs associated with each of the aforementioned risks. Forward Trading: A Client may invest in forward contracts and options thereon, which, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward contracts may be entered into, for among other reasons, to hedge exchange risk exposure. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The participants who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade, and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they are prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market traded by a Client due to unusually high trading volume, political intervention or other factors. The imposition of controls by government authorities might also limit such forward (and futures) trading to less than that which the applicable manager would otherwise recommend, to the possible detriment of a Client. Market illiquidity or disruption could result in major losses to a Client. “Widening” Risk: For reasons not necessarily attributable to any of the risks enumerated above (for example, supply/demand imbalances or other market forces), the prices of the assets in which a Client invests may decline substantially. In particular, purchasing assets at what may appear to be “undervalued” levels is no guarantee that these assets will not be trading at even more “undervalued” levels at a time of valuation or at the time of sale. It may not be possible to predict, or to hedge against, such “spread widening” risk. Misrepresentation, Fraud and Misconduct: Of significant concern in lending and investing is the possibility of material misrepresentation or omission by a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying an investment or may adversely affect the ability of a Client to perfect or effectuate a lien on the collateral securing the investment. A Client generally relies upon the accuracy and completeness of representations made by counterparties but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to a Client may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Instances of fraud and other deceptive practices committed by third parties in connection with any financial asset in which a Client invests may undermine the applicable manager’s due diligence efforts with respect to such investments, and if such fraud is discovered, negatively affect the valuation of the Client’s investments. In addition, when discovered, financial fraud may contribute to overall market volatility, which can negatively impact a Client’s investment program. Misconduct by personnel of the applicable manager, general partner or by third-party Service Providers could cause significant losses to a Client. Employee misconduct may include binding a Client to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third-party Service Providers, including, without limitation, failing to recognize trades and misappropriating assets. In addition, personnel and third-party Service Providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting a Client’s business prospects or future marketing activities. No assurances can be given that the due diligence performed by the managers will identify or prevent any such misconduct.

Contingent Liabilities: In connection with executing an investment, a Client may assume, or acquire, a financial asset subject to contingent liabilities. These liabilities may be material and may include liabilities associated with pending litigation, regulatory investigations or environmental actions, among other things. To the extent these liabilities are realized, they may materially and adversely affect the value of a financial asset. In addition, if a Client has assumed or guaranteed these liabilities, the obligation would be payable from the assets of the Client. In connection with the disposition or financing of an investment, a Client may be required to make representations about the investment or be responsible for the contents of disclosure documents. A Client may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents are inaccurate or with respect to certain potential liabilities or other obligations. These arrangements may result in the incurrence of accrued expenses, liabilities or contingencies for which the applicable general partner may establish reserves or escrow accounts. In that regard, distributions, including final distributions, to investors will be subject to any such reserves or holdbacks and investors may be required to return amounts distributed to them to fund a Client’s indemnity obligations or other Client obligations arising out of any legal proceeding against the Client, the general partner, the manager or any of their respective affiliates, subject to certain limitations set forth in the applicable Fund Agreement. Furthermore, each investor that receives a distribution in error or in violation of applicable law will, under certain circumstances, be obligated to recontribute such distribution to the applicable Client. Additional Capital: Certain of a Client’s investments may require additional financing to satisfy their working capital requirements, capital expenditure and acquisition strategies. The amount of additional financing needed will depend upon the maturity and objectives of the particular investment. If the funds provided are not sufficient, such investment may have to raise additional capital at a price unfavorable to existing investors, including a Client. In addition, a Client may make additional debt and equity investments or exercise warrants, options or convert convertible securities that were acquired in the initial investment in order to preserve the Client’s proportionate ownership when a subsequent financing is planned or to protect or enhance the Client’s investment. The availability of capital is generally a function of capital market conditions that are beyond the control of the Clients or any investment. There can be no assurance that the managers will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Need for Follow-On Investments: A Client may be called upon to provide follow-on funding for an investment or have the opportunity to increase its original investment. There can be no assurance that a Client will wish to make follow-on investments or that the Client will have sufficient funds to do so. Additionally, the Clients will be subject to limitations in respect of follow-on investments set forth in the applicable Fund Agreements. Any decision by a Client not to make follow-on investments or its inability to make them potentially will have a substantial negative impact on an investment, diminish the Client’s ability to influence the investment’s future development or dilute the relevant Client’s ownership in a portfolio company if a third party or co-investor is permitted to invest. Further, in instances where the Client co-invests with Other Accounts in a portfolio company, no assurance can be given that the Client and such Other Accounts will participate in such follow-on investment in the same proportions (or in the same part of the capital structure) as the original investment made in such portfolio company by the Client and such Other Accounts. The general partner, in its sole discretion, will have the authority to determine if a contribution of capital to a portfolio company is a follow-on investment or other obligation of the Client and what entity or entities comprise the portfolio company for purposes of the Fund Agreement. Third-Party Involvement/Co-Investors: The Clients are permitted to hold a non-controlling interest in certain investments and, therefore, could have a limited ability to protect its position in such investments, although as a condition of investment, it is expected that appropriate rights generally will be sought to protect a Client’s interests. There can be no assurance that such rights will be available or that such rights will provide sufficient protection of the Client’s rights. Moreover, certain countries in which the Client intends to invest either directly through the portfolio company or indirectly through its subsidiary do not have well-developed legal systems and bodies of commercial law and provide inadequate legal remedies for breaches of contract, which could adversely affect the Client’s minority investments and rights under governing agreements. In such cases, the Client will typically be significantly reliant on the existing management, board of directors, and other equity holders of such investments, who may not be affiliated with the Client and whose interests potentially will conflict with the interests of the Client. The general partner of a Client is permitted to, depending on the type of investment opportunity, in its discretion, offer co-investment opportunities to (i) co- investment vehicles (formed to invest in issuers of portfolio investments, a predetermined subset thereof or otherwise), (ii) limited partnerships, other pooled investment vehicles or managed accounts that are affiliates of the general partner or which are managed by an affiliate of the general partner (including, for the avoidance

of doubt, Other Accounts and other Clearlake investment vehicles), (iii) any of the investors in the Client or (iv) any other person or entity, including, without limitation, persons or entities who the general partner believes will be of benefit to the Client or one or more issuers or who may provide a strategic, sourcing or similar benefit to Clearlake, the Client, an issuer or one or more of their respective affiliates, due to industry expertise or otherwise (and is permitted to also organize one or more entities to invest in the Client or to co-invest alongside the Client to facilitate personal investments by such persons or entities). Additionally, Clearlake reserves the right to permit consultants (such as Operating Advisors and members of the Executive Council), advisors, vendors or other Service Providers to co-invest alongside the Clients. The manager of a Client is permitted to, but will be under no obligation to, provide coinvestment opportunities to investors in the Client. Any such co-investment opportunity can be provided on such terms and conditions, including fees and carried interest applicable to such co-investment opportunity, if any, as the general partner of the Client and the investors in the Client participating therein agree. Furthermore, Clearlake or its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other Client investors, and the consideration of the set forth in its co-investment allocation policies and procedures likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Client, and because co-invest opportunities generally appeal to Client investors and third parties, Clearlake expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Client. When and to the extent that personnel and related persons of Clearlake and its affiliates make capital investments in or alongside certain Clients, Clearlake and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Client’s return from a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. The foregoing and other allocations could be less advantageous to the Client relative to one or all of the other Clients, or vice versa, including that such allocation would reduce the exposure a particular Client may otherwise have to an investment. While Clearlake will seek to allocate investment opportunities in a way that it believes is fair and equitable to the applicable Clearlake Clients under the circumstances over time, there can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which such allocation is made, will be as favorable as they would be if the attendant conflicts of interest did not exist, which could ultimately reduce the amount and number of investments to be made by the Client. Furthermore, the application of Clearlake’s allocation policies is a fact-intensive exercise. While Clearlake will base its allocation decisions on the information available at the time of the decision, this information may prove, in retrospect, to be incomplete or otherwise flawed. The weight Clearlake ascribes to certain factors will also evolve over time in response to, among other things, changes in market conditions, competition for investments, pace of investments, and the mix of opportunities available to a Client. Clearlake has adopted guidelines governing the offering of co-investment opportunities to investors of a Client pursuant to which Clearlake is permitted, to the extent it believes in its sole discretion that it is appropriate to do so, to offer limited partners of a Client the opportunity to co-invest in a transaction in which a Client has made, or will make, an investment, subject to any restrictions contained in the Fund Agreements of the relevant Client or any side letter or other terms negotiated with respect to such Client. Clearlake is permitted, in its discretion, to determine whether to charge carried interest, management fees or other similar fees or incentive compensation to co-investors (which compensation will be retained by Clearlake or its affiliate and not considered Fee Income). Such guidelines do not apply to co-investment opportunities that Clearlake chooses to offer to persons (i) who are not limited partners of a Client or (ii) who are Operating Advisors of Clearlake or members of Clearlake’s Executive Council who hold a limited partner interest(s) in the Clients. If Clearlake determines to offer to one or more persons who are not limited partners of a Client (e.g., third parties, Clearlake’s Operating Advisors or members of Clearlake’s Executive Council) the opportunity to co-invest in a transaction in which a Client has made, or will make, an investment, the guidelines governing the offering of co-investment opportunities to limited partners of a Client will only apply to the extent there is any co-investment opportunity remaining after the allocation to such other persons and to the extent Clearlake determines it is appropriate to offer such remaining co-investment opportunity to limited partners of such Client. The commitment of co-investors can potentially be substantial, and such investments can be expected to involve risks not present in investments where such co-investors are not involved. Co-investors will typically bear

their pro rata share of fees, costs and expenses related to the discovery, investigation, development, acquisition or consummation, ownership, maintenance, monitoring, hedging and disposition of their consummated co-investments but are not expected to be required to pay their pro rata share of fees, costs and expenses related to potential investments that are not consummated, such as breakup fees or broken deal expenses. Operating Expenses associated with a co-investment vehicle organized in connection with a particular portfolio investment are permitted to be borne by the applicable portfolio investment (rather than the co-investment vehicle itself), and therefore, indirectly by the investors in such portfolio investment, including, without limitation, the applicable Client and such co-investment vehicle. Although Clearlake endeavors to allocate such fees, costs and expenses on a fair and reasonable basis, there can be no assurance that such fees, costs and expenses will in all cases be allocated appropriately. In addition, coinvestors will likely not agree and historically have not agreed to pay or otherwise bear fees, costs or expenses related to unconsummated co-investments or certain categories of fees, costs and expenses that constitute Operating Expenses. In such event, such fees, costs and expenses will be considered Operating Expenses of and be borne by a Client and not offset the Management Fee. Further, any fees, costs, or expenses related to a transaction in which a co-investment was planned, including a transaction for which a co- investment was believed necessary in order to consummate such transaction or would otherwise be beneficial to the transaction (irrespective of whether such co-investments are ultimately consummated), that are not borne by co- investors but that constitute Operating Expenses will be borne by the Client and not offset the Management Fee. Typically, the Client will bear such fees and expenses regardless of whether any co-investor(s) had yet been identified or confirmed, or whether any co-investment vehicle had yet been formed in connection with the relevant transaction. Investments made with co-investors also could involve a portion of Fee Income allocated to such co-investors based on such co- investors’ ratable share (or proposed share) of a particular investment (based on its investment (or proposed investment) therein), and such Fee Income allocated to such co-investors will not be treated as Fee Income under the applicable Client’s governing documents and will be retained by and be for the benefit of Clearlake or its affiliate. (See also “Other Fees” under Item 11 below.) Further, it is possible that a co-investor could experience financial, legal or regulatory difficulties, could at any time have economic or business interests or goals that are inconsistent with those of a Client, could take a different view from Clearlake as to the appropriate strategy for an investment, or could be in a position to take action contrary to such Client’s investment objectives. Finally, a Client may in certain circumstances be liable for the actions of its coinvestors. In those circumstances where such co-investors involve a company’s management group, such co-investors may receive compensation arrangements relating to the investment, including incentive compensation arrangements. For strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Client) can be allowed to purchase a portion of an investment from a Client after such Client has consummated its investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Client investor capital contributions and/or use of a Client credit facility. Any such purchase from the Client by a coinvestor or co-invest vehicle will generally occur shortly after the Client’s completion of the investment to avoid any changes in valuation of the investment but in certain instances could be well after the Client’s initial purchase. Where appropriate, and in the applicable general partner’s sole discretion, the general partner reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement from the Client for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the Client. Over-Commitment: In order to facilitate an investment, a Client reserves the right to make (or commit to make or borrow funds to make) such investment with a view to selling a portion of such investment to co-investors or other persons or obtaining third-party financing prior to or within a brief period after the closing of the acquisition. In such event, the Client will bear the risk that any or all of the excess portion of such investment may not be sold or financed or may only be sold or financed on unattractive terms and that, as a consequence, the Client may bear the entire portion of any breakup fee or other fees, costs and expenses related to such investment, hold a larger-thanexpected investment or may realize lower than expected returns from such investment. Currency and Exchange Rate Risks: Although a Client’s investments, and income received by such Client with respect to such investments, are expected to be denominated primarily in U.S. dollars, certain investments may be made in currencies other than U.S. dollars. In addition, the books of such Client will be maintained, and capital contributions to and distributions from the Client are expected to be made, in U.S. dollars. To the extent the Client’s investments are made in currencies other than U.S. dollars, changes in currency exchange rates, costs of conversion

and exchange control regulations may adversely affect the dollar value of investments, interest and dividends received by the Client, gains and losses realized on the sale of such investments and the amount of distributions, if any, to be made by the Client in respect of such investments. Moreover, the Client will incur costs or could experience substantial delays when, or be prohibited from, converting one currency into another. While the applicable general partner may enter into hedging transactions designed to reduce such currency risks, there can be no assurance that any such transactions would achieve their intended results. Further, such hedging transactions could result in diminished returns (or increased losses on capital) to the extent overall returns are less than the Client’s costs or losses associated with such hedging transactions. Ability to Acquire Investments at Favorable Spreads; Competition and Supply: A Client’s potential for current income and capital appreciation for its investors will depend, in large part, on its manager’s ability to acquire investments for such Client on advantageous terms. In acquiring investments, such Client will compete with a broad spectrum of institutional investors, many of which have greater financial resources than such Client. Increased competition for, or a reduction in the available supply of, qualifying investments could result in higher prices for, and thus lower yields on, such investments. Risks Relating to Due Diligence of and Conduct at Portfolio Companies; Risk of Fraud in Portfolio Companies: Before making investments, Clearlake will typically conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to Clearlake’s reduced control of the functions that are outsourced. In addition, if Clearlake is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding an investment, Clearlake will rely on the resources available to it, including information provided by the investment and, in some circumstances, third-party investigations. The due diligence investigation that Clearlake carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. There can be no assurance that Clearlake will interpret any due diligence facts appropriately or appropriately weigh the importance of any such facts. Moreover, such an investigation will not necessarily result in the investment being successful. There can be no assurance that attempts to provide downside protection, including pursuant to risk management procedures, with respect to investments will achieve their desired effect. There can be no assurance that Clearlake will be able to detect or prevent irregular accounting, personnel misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the investment on an ongoing basis or that any risk management procedures implemented by Clearlake will be adequate. In the event of fraud by any portfolio company or any of its managers or affiliates, a Client may suffer a partial or total loss of capital invested in that portfolio company. There can be no assurances that any such losses will be offset by gains (if any) realized on a Client’s other investments. An additional concern is the possibility of material misrepresentation or omission by a counterparty. Such inaccuracy or incompleteness may adversely affect the value of a Client’s securities and/or instruments in such portfolio company or may adversely affect the ability of a Client to perfect or effectuate a lien on the collateral securing the investment. The Client will rely upon the accuracy and completeness of representations made by counterparties in the due diligence process to the extent reasonable when it makes its investments, but cannot guarantee such accuracy or completeness. ESG Matters: Clearlake maintains an ESG policy and seeks to consider material environmental, social, and governance (“ESG”) factors alongside non-ESG factors when evaluating and making investment decisions consistent with and subject to its fiduciary duties and applicable legal, regulatory, and/or contractual requirements. Notwithstanding this effort, Clearlake’s funds are not ESG funds and Clearlake does not rely upon ESG factors to the exclusion of other relevant investment factors when making investment decisions, nor do Clearlake or any of its investment vehicles rely solely upon ESG and/or ESG factors in connection with their investment decisions such that ESG factors are materially favored over other factors, nor do Clearlake or any of its investment vehicles target a specific ESG impact. There is no guarantee that Clearlake will be able successfully to identify, consider, or ultimately address any particular ESG factor that may be relevant or material to a particular investment, nor can there be any assurance that identifying and/or attempting to address an ESG factor will achieve results as expected. ESG factors

may not be specifically evaluated in connection with non-control investment opportunities such as minority equity or debt participation, and, depending on factors such as transaction timeline, ESG-specific due diligence may be conducted post-close. In addition, the process of selecting and evaluating material ESG factors in the context of investment decisions is subjective in nature, and Clearlake expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by Clearlake, or any judgment exercised by Clearlake, will reflect the views, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. There are significant differences in interpretations of what positive ESG characteristics mean by region, industry and topic, as well as the interpretations of their scope and materiality. Although Clearlake views the integration of ESG factors to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, Clearlake cannot guarantee that execution of its ESG policy will positively impact the performance of any individual investment or Fund. The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class, and investment strategy. ESG factors, issues, and considerations do not apply in every instance and will vary by investment depending on situation and context. In addition, in evaluating an investment, Clearlake frequently depends upon information and data produced, collected, analyzed, interpreted or otherwise provided by a number of sources, including the relevant investments, third-party advisors and various other reporting sources which could be incomplete or inaccurate, and which could cause Clearlake to incorrectly identify, prioritize, assess or analyze an investment’s ESG policies and/or related risks and opportunities. Clearlake does not independently verify all ESG information reported by investments or third parties. ESG-based exclusionary criteria may result in a Client foregoing opportunities to make certain investments when it might otherwise be advantageous to do so, and/or selling certain investments due to their ESG characteristics when it might be disadvantageous to do so. Adherence to the ESG policy may cause a Client not to make an investment that it would have made or to make a management decision with respect to an investment differently than it would have made in the absence of its ESG policy. Although Clearlake believes that on balance its ESG policy will enhance the overall performance of the portfolio companies in which a Client invests over the long-term while also providing infrastructure that benefits both society and the environment, Clearlake cannot guarantee that its ESG policy will positively impact the financial or ESG performance of any individual investment or such Client as a whole, and such Client’s investment strategy does not seek to subordinate investment returns or increase risks for ESG factors. Further, Clearlake’s ESG policy, practices and procedures are expected to change over time. ESG integration and responsible investing practices as a whole are evolving rapidly and there are different frameworks, methodologies, and tracking tools being implemented by asset managers. Therefore, Clearlake’s approach to ESG integration may not align with the approach used by other asset managers or preferred by prospective investors or with future market trends. Further, Clearlake may determine in its discretion that it is not feasible or practical to implement or complete certain of its ESG initiatives based on cost, timing or other considerations. Finally, there is also growing regulatory interest, particularly in the UK and the EEA (which may be looked to as models in growth markets), in improving transparency around how asset managers, amongst others, identify and manage financially material ESG risks, as well as how they define and measure ESG performance. Additionally, Clearlake and its Funds and investments expect to be subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. At the same time, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions. This evolving landscape results in management burdens and costs and could subject Clearlake to enforcement or other legal or reputational risks. Clearlake cannot guarantee that its current approach to ESG, including its ESG policy, will meet future regulatory requirements or align with market trends. Cybersecurity Risks: Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject. As part of its business, Clearlake and the managers process, store and transmit large amounts of electronic information, including information relating to the transactions of the Clients and personally identifiable information of the investors. Similarly, service providers of the managers or the Clients, especially an administrator, may process, store and transmit such information. Clearlake and the managers’ and portfolio companies’ information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures,

computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, typhoons, earthquakes, wars, terrorist attacks and other similar events. Measures designed to manage risks relating to these types of events cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. To the extent that a portfolio company, Client, Clearlake, or one or more of their respective service providers is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses may occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, the Clients and/or a portfolio company may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Clearlake’s, the Clients’ and/or a portfolio company’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). A cybersecurity incident could have numerous material adverse effects, including on the operations, liquidity and financial condition of the Clients. Cyber threats and/or incidents could cause financial costs from the theft of Client assets (including proprietary information and intellectual property) as well as numerous unforeseen costs including, but not limited to: litigation costs, preventative and protective costs, remediation costs and costs associated with reputational damage, any one of which could be materially adverse to the Client. Such a failure could harm Clearlake’s, the Clients’ and/or a portfolio company’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. The service providers of the managers and the Clients are subject to the same electronic information security threats as the managers. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Clients and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed. Similarly, cybersecurity incidents and cyber-attacks are becoming harder and more expensive to insure against. Losses related to such incidents are difficult to assess and quantify. If a major uninsured loss occurs, a Client could lose both invested capital in and anticipated profits from an investment. In general, the general partner will have discretion as to the type and level of coverage to obtain, or whether to obtain insurance at all. Third parties, including activist, criminal, nationstate or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In addition, in the event that such a cyber-attack or other unauthorized access is directed at Clearlake or one of its service providers holding its financial or investor data, Clearlake, its affiliates or the Clients may also be at risk of loss, despite efforts to prevent and mitigate such risks under Clearlake’s policies and practices. Reliance on Portfolio Company Management Team: In the case of investments made in portfolio companies, each portfolio company’s day-to-day operations will be the responsibility of such portfolio company’s management team. Although Clearlake will be responsible for monitoring the performance of each investment and intends to invest in companies operated by strong management, there can be no assurance that the existing management team, or any successor, will be able to successfully operate the portfolio company in accordance with a Client’s investment thesis and plans. Additionally, portfolio companies need to attract, retain and develop executives and members of their management teams. The market for executive talent can be, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, a Client may be adversely affected thereby. Reliance On the Manager: Decisions made with respect to the management of a Client will be made by the applicable general partner and the manager and its affiliated designees. The applicable general partner and the manager and its affiliated designees will have exclusive responsibility for the Client’s activities and, other than as set forth in the applicable Fund Agreement, investors will not be able to make investment or other decisions with respect to the management of the Client. If a manager resigns or otherwise no longer serves as the investment manager of the Client, the investments may be terminated or otherwise no longer be available to the Client, which may have an adverse impact on the Client’s investment performance. Moreover, subjective decisions made by a manager may cause the Client to incur losses or to miss profit opportunities on which it may otherwise have capitalized.

Risk of Acquiring Asset-Backed Loans and Participations: Asset-backed loans acquired by a Client may be at the time of their acquisition, or may become after acquisition, non-performing for a wide variety of reasons. Such non- performing asset-backed loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial writedown of the principal of such loans. However, even if a restructuring were successfully accomplished, a risk exists that upon maturity of such asset-backed loan, replacement “takeout” financing will not be available. Purchases of participations in asset- backed loans raise many of the same risks as investments in asset-backed loans and also carry risks of illiquidity and lack of control. It is possible that Clearlake may find it necessary or desirable to foreclose on collateral securing one or more asset-backed loans purchased by a Client. The foreclosure process can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses against the holder of an asset-backed loan including, without limitation, lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action. In some jurisdictions, foreclosure actions can take up to several years or more to conclude. At any time during the foreclosure proceedings, the borrower may file for bankruptcy, staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may result in disrupting ongoing leasing and management of the property. Registration under the U.S. Commodity Exchange Act: Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or any change in a Client’s operations necessary to maintain Clearlake’s ability to rely upon an exemption from registration could adversely affect a Client’s ability to implement its investment program, conduct its operations and/or achieve its objectives and subject a Client to certain additional costs, expenses and administrative burdens. Furthermore, any determination by Clearlake to cease or to limit investing in interests which may be treated as “commodity interests” in order to comply with the regulations of the CFTC may have a material adverse effect on a Client’s ability to implement its investment objectives and to hedge risks associated with its operations. Risks Arising from Potential Control Group Liability: Under ERISA, upon the termination of a taxqualified single employer defined benefit pension plan, the sponsoring employer and all members of its “controlled group” will be jointly and severally liable for 100% of the plan’s unfunded benefit liabilities whether or not the controlled group members have ever maintained or participated in the plan. In addition, the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) may assert a lien with respect to such liability against any member of the controlled group. Similarly, in the event a participating employer partially or completely withdraws from a multiemployer (union) defined benefit pension plan, any withdrawal liability incurred under ERISA will represent a joint and several liability of the withdrawing employer and each member of its controlled group. A “controlled group” includes all “trades or businesses” under 80% or greater common ownership (or under certain circumstances less than 80%). This common ownership test is broadly applied to include both “parentsubsidiary groups” and “brother-sister groups” applying complex exclusion and constructive ownership rules. However, regardless of the percentage ownership that a Client holds in one or more of its portfolio companies, a Client itself cannot be considered part of an ERISA controlled group unless such Client is considered to be a “trade or business.” While there are a number of cases that have held that managing investments is not a “trade or business” for tax purposes, in 2007 the PBGC Appeals Board ruled that a private equity fund was a “trade or business” for ERISA controlled group liability purposes and at least one U.S. Federal Circuit Court has similarly concluded that a private equity fund could be a trade or business for these purposes based upon a number of factors including the Client’s level of involvement in the management of its portfolio companies and the nature of any management fee arrangements. If a Client were determined to be a trade or business for purposes of ERISA, it is possible, depending upon the structure of the investment by the Client and/or its affiliates and other co-investors in a portfolio company and their respective ownership interests in the portfolio company, that any tax-qualified single employer defined benefit pension plan liabilities and/or multiemployer plan withdrawal liabilities incurred by the portfolio company could result in liability being incurred by a Client. Moreover, regardless of whether or not the Client were determined to be a trade or business for purposes of ERISA, a court might hold that one of a Client’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above. If a Client (or portfolio companies of a Client) were deemed to be liable for pension liabilities, this could have a material adverse effect on the operations of such Client and the companies in which such Client invests.

U.S. Federal Income Tax Reform: Tax reform legislation enacted in 2017, the Tax Cuts and Jobs Act (the “Tax Reform Bill”), resulted in fundamental changes to the U.S. Internal Revenue Code of 1986. Among the numerous changes included in the Tax Reform Bill are (i) a permanent reduction to the corporate income tax rate, (ii) a partial limitation on the deductibility of business interest expense, (iii) an income deduction for individuals receiving certain business income from “pass-through” entities, (iv) a partial shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with a transitional rule which taxes certain historic accumulated earnings and rules which prevent tax planning strategies which shift profits to low-tax jurisdictions) and (v) a suspension of certain miscellaneous itemized deductions, including deductions for investment fees and expenses, until 2026. Prospective investors should consult their tax advisors regarding potential changes in tax laws. Compliance with Anti-Money Laundering Requirements: In response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, investors in a Client may be requested to provide additional documentation verifying, among other things, such investors’ identity and source of funds used to purchase the interests in the Client. Clearlake may decline to accept a subscription on the basis of such information that is provided or if this information is not provided. Requests for documentation and additional information may be made at any time during which an investor holds an interest. Clearlake may be required to provide this information, or report the failure to comply with such requests, to appropriate governmental authorities, in certain circumstances without notifying the investors that the information has been provided. Clearlake will take such steps as it determines are necessary to comply with applicable law, regulation, orders, directives or special measures. These steps may include prohibiting an investor from making further contributions of capital to a Client, depositing distributions to which an investor would otherwise be entitled to in an escrow account or causing the exclusion of an investor from such Client. OFAC and FCPA Considerations: Economic sanction laws in the United States and other jurisdictions may prohibit Clearlake, Clearlake’s investment professionals or a Client from transacting with or in certain countries and with certain individuals and companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders, and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities, and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. The lists of OFAC prohibited countries, territories, persons, and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended over time, can be found on the OFAC website at www.treas.gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may restrict a Client’s investment activities. In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities, and of corruption. Clearlake, Clearlake’s investment professionals, Clients and portfolio companies and their investment professionals and personnel could be required to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws, anti-bribery laws, and regulations, as well as antiboycott regulations, to which they are subject. As a result, a Client may be adversely affected because of its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for a Client to act successfully on investment opportunities and for portfolio companies to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. While Clearlake has developed and implemented policies and procedures designed to ensure compliance by Clearlake and its personnel with the FCPA and other anti-bribery laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that Clearlake or a portfolio company has violated the FCPA or other applicable anti-corruption laws or anti-bribery laws could subject Clearlake or a portfolio company to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation, and a general loss of investor confidence, any one of which could adversely affect Clearlake’s business prospects and/or financial position of the portfolio company or the relevant Client, as well as their abilities to achieve their investment objectives and/or conduct their operations.

Any allegations that Clearlake or a portfolio company are not in compliance with anti-corruption laws may require Clearlake or the portfolio company to dedicate time and resources to an internal investigation of the allegations or may result in a government investigation. Any determination that the portfolio company’s operations or activities are not in compliance with existing anticorruption laws or regulations could result in the imposition of substantial fines and other penalties and may cause adverse publicity or increased scrutiny of the portfolio company and harm its business. There can be no guarantees that anti-corruption policies and controls implemented by the portfolio companies will protect against violation of these laws, or that such efforts will be effective. Pay-to-Play Laws, Regulations and Policies: In light of controversies and highly publicized incidents involving money managers, a number of states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or personnel make a contribution to certain elected officials or candidates. If the managers, the applicable general partner, any of their personnel or affiliates or any service provider acting on their behalf fails to comply with such pay-to-play laws, regulations or policies, even in a minor respect, such non-compliance could have an adverse effect on the Clients by, for example, providing the basis for the withdrawal of the affected government plan investor. Government Regulation: Regulation by governmental, self-regulatory and other authorities affects the Clients and their proposed investment activities. Changing market, economic and regulatory conditions, such as changes in bankruptcy codes and the respective laws of each country in which a Client invests, may make the Client’s intended investment strategy less profitable. Role of Clearlake and its Investment Professionals: If the applicable general partner or manager resigns or otherwise no longer serves as the general partner or investment manager of a Client, as applicable, a Client’s investments may be terminated or otherwise no longer be available to the Client, which may have an adverse impact on the Client’s investment performance. Moreover, subjective decisions made by the applicable general partner and/or manager may cause the Client to incur losses or to miss profit opportunities on which it may otherwise have capitalized. The success of a Client will depend in part upon Clearlake’s ability to attract and retain talented professionals, the skill and experience of Clearlake’s investment professionals and the management of investments. There can be no assurance, for example, that investment professionals will devote any minimum number of hours each week to the affairs of a Client or that they will continue to be employed by Clearlake. The interests of certain of these professionals in the applicable general partner should tend to discourage them from withdrawing from participation in a Client’s investment activities. However, there can be no assurance that such professionals will continue to be associated with Clearlake and the applicable general partner throughout the life of a Client, and in the event that such investment professionals cease to be actively involved with a Client, investors will be required to rely on the ability of Clearlake to identify and retain other investment professionals to conduct the Client’s business. Should one or more of these professionals become incapacitated or in some other way cease to participate in a Client, the Client’s performance could be adversely affected. There is ever-increasing competition among alternative asset firms, financial institutions, private equity firms, investment managers and other industry participants for hiring and retaining qualified investment advisory professionals. There can be no assurance that Clearlake personnel will not be solicited by and join competitors or other firms and/or that Clearlake will be able to hire and retain any new personnel that it seeks to maintain or add to its roster of investment advisory professionals. Investments Longer than Term: Investment in certain Clients requires a long-term commitment with no certainty of return. Many of the investments of certain Clients will be highly illiquid, and there can be no assurance that the Clients will be able to realize on such investments in a timely manner. Although investments by a Client may generate some current income, the return of capital and the realization of gains, if any, from an investment generally will occur only upon the partial or complete disposition or refinancing or securitization of such investment. 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 investment is made. The Clients expect to make investments which may not be advantageously disposed of prior to the date that the dissolution of the applicable Client commences, either by expiration of the applicable Client’s term

or otherwise. Although the applicable general partners have a limited ability to extend the terms of the Clients, and the applicable general partners expect that investments will be disposed of prior to the commencement of such Clients’ dissolution, the Clients may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of their dissolution. A potential exit for securities that cannot be liquidated within the term of a Client is to distribute such securities in-kind or in specie to the partners of such Client upon the dissolution of the Client. Upon the commencement of the dissolution of a Client, the applicable general partner (or the relevant liquidator) will be required to seek to liquidate the Client’s assets by reducing such assets of the Client to cash and cash equivalents, on such terms as the applicable general partner or such liquidator shall determine. In discharging the obligations that arise as a result of the commencement of the dissolution, the applicable general partner or liquidator will be required to exercise its judgment to balance its obligation to ensure the expeditious liquidation of the Client’s assets against the interest of limited partners of such Client to obtain fair value for such assets taking into account any contractual, tax, market, legal or other considerations (including legal restrictions on the ability of an investor of such Client to hold any assets to be distributed in-kind). Consequently, there can be no assurances with respect to the time frame in which the dissolution and the final distribution of proceeds of the liquidation of the remaining Client assets to the applicable limited partners in such Client will occur. Future Investment Techniques and Instruments: A Client may employ other investment techniques, including hypothecation, and invest in other instruments, such as business development companies and CLOs, that the applicable general partner believes will help achieve the Client’s investment objective, whether or not such investment techniques or instruments are specifically described herein. Such investments may entail risks not described herein. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful investments and, ultimately, losses to the Client. In addition, any new investment strategy or technique developed by a Client may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in the Client. Risks from Operations of Portfolio Companies: The Clients have made (and/or will in the future make) investments in portfolio companies that have operations and assets in many jurisdictions around the world. It is possible that the activities of one portfolio company may have adverse consequences on one or more other portfolio companies, even in cases where the portfolio companies are held by different Clients and have no other connection to each other. In particular, the laws and regulations governing the limited liability of such companies vary from jurisdiction to jurisdiction, and in certain contexts (including, by way of example only, bankruptcy, environmental liabilities, consumer protection or pension / labor law matters) the laws of certain jurisdictions may provide not only for carveouts from limited liability protection for the portfolio company that has incurred the liabilities, but also for recourse to assets of other entities under common control with, or that are part of the same economic group as, such company. For example, if one Client’s investments are subject to bankruptcy or insolvency proceedings in a jurisdiction and is found to have liabilities under the local consumer protection laws, the laws of that jurisdiction may permit authorities or creditors to file a lien on, or to otherwise have recourse to, assets held by other Clearlake portfolio companies in that jurisdiction. There can be no assurance that a Client will not be adversely affected as a result of the foregoing risks. Environmental Matters: Ordinary operation of or the occurrence of an accident with respect to a portfolio company could cause major environmental damage, which may result in significant financial distress to such portfolio company, even if covered by insurance. In addition, persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by those persons. Certain environmental laws and regulations may require that an owner or operator of an asset address prior environmental contamination, which could involve substantial cost and other liabilities. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of environmental contamination and may impose joint and several liability (including amongst the Clients and the applicable portfolio company) or liabilities or obligations that purport to extend to (and pierce any corporate veil that would otherwise protect) the ultimate beneficial owners of the owner or operator of the relevant property or operating company that stand to financially benefit from such property’s or company’s operations. A Client may therefore be exposed to substantial risk of loss from environmental claims arising in respect of its investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment may create liabilities that did not exist at the time of its acquisition and that could not have been foreseen. Community and environmental groups may protest about the

development or operation of portfolio company assets, which may induce government action to the detriment of a Client. New and more stringent environmental or health and safety laws, regulations and permit requirements, or stricter interpretations of current laws, regulations or requirements, could impose substantial additional costs on a portfolio company, or could otherwise place a portfolio company at a competitive disadvantage compared to other companies, and failure to comply with any such requirements could have an adverse effect on a portfolio company. Even in cases where a Client is indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Client to achieve enforcement of such indemnities. Moreover, it is possible that, when evaluating a potential portfolio investment, the relevant general partner or the manager may choose not to pursue or consummate such portfolio investment, if any of the foregoing risks may create liabilities or other obligations for any of the Client, its general partner, manager or any of their respective affiliates, partners or personnel. Sanctioned Investors: If after subscribing to a Client a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant general partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Client with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Client’s activities, could materially and adversely affect the Client. CFIUS & National Security/Investment Clearance Considerations: Certain investments by a Client that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Client and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Client could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Client investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Client’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Client will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Client’s performance with respect to such investments (if consummated) and thus the Client’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Client investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Client due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the general partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that

any such restrictions will allow the Client to maintain, or proceed with, any investment on terms acceptable to the Client. Additionally, a Client is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Client as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Client to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Client. The OISP restrictions could limit the universe of prospective investments available to a Client, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. International Conflicts and Geopolitical Events: Wars and other international conflicts have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Clients or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Clients. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Client intends to pursue, all of which could adversely affect the Clients’ ability to fulfill their investment objectives. Social Media and Publicity Risk: The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding Clearlake, the Clients or one or more portfolio companies could have a material and adverse effect on the value of the Clients.

Investments by Insurance-Affiliated Structures in Clearlake Funds: As described above, Clearlake has been engaged by SALI, the investment adviser to the Series, to provide investment advice pursuant to a Sub-Advisory Agreement. The Series operates as an insurance dedicated fund and was established to hold assets supporting a corporate-owned life insurance arrangement involving an insurance company and a corporate policyholder. Clearlake expects to primarily invest such assets in the Funds and other investment vehicles under common control with Clearlake. The Series expects to make direct investments, co-investments, and/or other investments in the Funds and/or other investment vehicles under common control with Clearlake, and in Clearlake’s discretion, is also permitted to invest in vehicles advised by third parties. Although Clearlake has authority to recommend such third-party vehicles, such investments are not expected to be typical. In instances where the Series invests in Funds or other investment vehicles under common control with Clearlake, the Series will be subject to the risks inherent in such vehicles, including the risks and conflicts of interest discussed herein. Because Clearlake and/or its affiliates earn carried interest and management fees with respect to investments by the Series into the Funds or other investment vehicles under common control with Clearlake, but not necessarily in connection with investments by the Series in any vehicles advised by third parties, Clearlake is incentivized to advise the Series to invest all or most of its investable funds into the Funds or other investment vehicles under common control with Clearlake. While Clearlake is subject to certain portfolio construction and diversification requirements with respect to the Series, Clearlake has not undertaken to diversify investments away from the Funds and/or investment vehicles under common control with Clearlake. Additionally, Clearlake has broad authority to manage the investments of the Series and is authorized to establish new investment vehicles to facilitate such investments and to charge such vehicles management fees and/or carried interest. In this context, Clearlake may be incentivized to create such new vehicles, to cause a Fund or other investment vehicle under common control to transfer one or more of its existing portfolio companies to such a vehicle, including a continuation vehicle in which the Series participate, and/or to delay the sale of the portfolio companies held in such continuation vehicles. Clearlake also has discretion to transfer certain portions of its interest in the Funds or other investment vehicles under common control to the Series and may be incentivized to do so to reduce its aggregate exposure to the Funds or such vehicles. In addition, Clearlake may be incentivized to structure investment terms, liquidity schedules, or reporting practices to accommodate the legal, regulatory and/or tax requirements of the Series, which may differ from those applicable to other investors. In certain cases, Clearlake may charge management fees and/or incentive fees at the Series level, such as when the Series invests through a standalone vehicle established exclusively for the Series. In other cases, fees and carried interest are charged at the level of the underlying Fund or other investment vehicle under common control with Clearlake in accordance with the governing fund documentation. Clearlake generally will not receive duplicative fees or carried interest in connection with investments made by the Series where fees or carried interest are already charged at the level of the Fund or vehicle under common control, and it generally will not charge the Series fees or carried interest in connection with a Fund or vehicle if similarly situated, third-party investors (e.g., co-investors) are not subject to such charges. Cyclical Fluctuations in Insurance Markets: The insurance and reinsurance business has historically been a cyclical industry, with significant fluctuations in operating results due to competition, catastrophic events, general economic and social conditions and other factors. This cyclicality has produced periods characterized by intense price competition due to excess underwriting capacity as well as periods during which shortages of capacity permitted favorable premium levels. In addition, increases in the frequency and severity of losses suffered by reinsurers can significantly affect these cycles. It is difficult to predict the timing of such events with certainty or to estimate the amount of loss that any given event will generate. Clearlake can be expected to be exposed to the effects of such cyclicality. Moreover, in respect of certain derivatives, there can be significant fluctuations in operating results due to competition, catastrophic events and other factors. Legal and Regulatory Activities Relating to the Insurance Industry: Recently, the insurance and reinsurance regulatory framework has been subject to increased scrutiny in the United States and various states within the United States. In the past, there have been Congressional and other initiatives in the United States regarding increased supervision and regulation of the insurance industry, including proposals to supervise and regulate alien reinsurers. It is not possible to predict the future impact, if any, of changing law or regulation on the operations of Clearlake or the Accounts.

In addition to the regulatory requirements imposed by the jurisdictions in which they are licensed, reinsurers are subject to indirect regulatory requirements imposed by U.S. jurisdictions in which their U.S. ceding companies are domiciled through laws regulating “credit for reinsurance.” In general, a U.S. ceding company that obtains reinsurance from a reinsurer that is licensed, accredited or approved by the U.S. jurisdiction in which the ceding company files statutory financial statements is permitted to reflect in its statutory financial statements a credit in an aggregate amount equal to the liability for unearned premiums and loss reserves and loss adjustment expenses reserves ceded to the reinsurer. In the United States, many states allow credit for reinsurance ceded to a reinsurer that is domiciled and licensed in another state of the United States and meets certain financial requirements. A few states do not allow credit for reinsurance ceded to non-licensed reinsurers except in certain limited circumstances and others impose additional requirements that make it difficult to become accredited. The great majority of states, however, permit credit for reinsurance obtained from a non-licensed or non-accredited reinsurer (including a non-U.S. reinsurer) to the extent that the reinsurer provides a letter of credit or other acceptable collateral arrangements. In recent years, some states have begun to permit credit for reinsurance obtained from certain qualifying non-U.S. reinsurers domiciled in certain specified foreign jurisdictions with reduced or even no collateral requirements. Moreover, recent changes to the North American Industry Classification System (“NAICS”) model credit for reinsurance law would allow credit for reinsurance obtained from reinsurers domiciled in certain foreign jurisdictions without the need for collateral.

Subject to certain consents, as applicable, the Broker Dealer Affiliate also is permitted to serve as an arranger, lead lender or in another capacity with respect to loans or other credit activities. Certain Clearlake personnel are also registered representatives of the Broker Dealer Affiliate. Conflicts of interest related to the Broker Dealer Affiliate are further discussed in Item 11 below under “Broker Dealer Affiliate and Activities.” Additional information about the Broker Dealer Affiliate can be found at www.brokercheck.finra.org. Relationships with Related Persons As discussed below under “Participation or Interest in Client Transactions; Personal Trading,” Clearlake and its related persons are, directly or indirectly, the general partner, limited partners and/or managing members/general partners of the general partner or managing member of each of the Clients. Certain of Clearlake’s principals, including the Co-Founders, may serve as officers, advisors, directors or in comparable management functions for portfolio companies or issuers in which the Clients invest, or provide other services to portfolio companies or issuers, and may receive compensation in connection therewith. Any such compensation may constitute “Fee Income” as discussed above under “Fees and Compensation.” Such principals may be given access to confidential information relating to companies in which the Clients invest. As a result, the Clients may, under certain circumstances, be prohibited for a period of time from engaging in transactions with respect to the debt or securities of such a portfolio company or issuer, which prohibition may have an adverse effect on the Clients.

As discussed above under “Performance-Based Fees and Side-By-Side Management,” over time, coinvestment vehicles, such as the Co-Investment Funds, may be formed to invest alongside one or more Funds. As discussed below under “Conflicts of Interest” under Item 11 below, the Clearlake professionals may spend a substantial portion of their time with these related activities. Related Investment Advisers Trinitas Capital Management, LLC Clearlake is a related person of Trinitas, a collateral manager to CLOs and an investment adviser registered with the SEC under the Advisers Act. In general, Clearlake (and more specifically, CCAM) expects to conduct its activities in a manner that is separate and independent from the activities of Trinitas. However, certain of Clearlake’s investment professionals and officers provide investment advisory and other services and engage in various activities with respect to Trinitas and its advisory clients as well as certain middle and back-office services pursuant to a shared services agreement. Additionally, Trinitas and/or its advisory clients could invest in the same financial instruments or engage in the same or similar investment strategies as Clearlake and/or its advisory Clients. These activities could conflict with the transactions and strategies employed by Clearlake and its employees and related parties in managing Clients and could raise various other actual or potential conflicts of interest. Moreover, the time and effort of Clearlake’s investment professionals, officers and various other employees will not be devoted exclusively to Clearlake’s business or the business of its Clients but will be allocated among Clearlake and its Clients and Trinitas and its clients. Clearlake addresses these and other conflict of interest (i) by providing in its Code of Ethics that all supervised persons have a duty to act in the best interests of each Client, (ii) through disclosure and maintaining written policies and procedures that address conflicts of interest, and (iii) by providing training to supervised persons with respect to conflicts of interest. Additional information about Trinitas Capital Management, LLC can be found in its Form ADV at www.adviserinfo.sec.gov. Pathway Capital Management, LP Clearlake owns Pathway Capital Management, LP, a global provider of private market solutions for institutional and wealth investors with over $95 billion in assets under management across private equity, private credit, infrastructure, secondaries, and co-investment strategies, and an investment adviser registered with the SEC under the Advisers Act. To the extent that Clearlake’s advisory activities intersect with Pathway-managed investment vehicles, coinvestment programs, or other related activities, Clearlake addresses these and other conflict of interest (i) by providing in its Code of Ethics that all supervised persons have a duty to act in the best interests of each Client, (ii) through disclosure and maintaining written policies and procedures that address conflicts of interest, and (iii) by providing training to supervised persons with respect to conflicts of interest. Additional information about Pathway can be found in its Form ADV at www.adviserinfo.sec.gov.

investment decisions of advisory clients. All supervised personnel must acknowledge the terms of the Code upon the commencement of employment, annually, or as amended. To supervise compliance with its Code, Clearlake requires that all personnel provide annual securities holdings reports and direct or cause all applicable broker(s) to send a copy of all transaction confirmations and account statements to the firm’s CCO. Clearlake requires personnel to also receive approval from the CCO prior to investing by such personnel, or by certain of their family members as set forth in the Code, in any initial public offerings or private placements. In an effort to prevent inappropriate securities transactions by Clearlake’s personnel, Clearlake maintains and makes available a list of restricted securities. Clearlake personnel are strictly prohibited from trading in restricted securities. Clearlake requires that all individuals act in accordance with all applicable federal and state regulations governing investment advisory practices. Clearlake’s Code also includes a policy prohibiting the use of material nonpublic information. Any individual not in observance of the above may be subject to discipline or termination. Over time, Clearlake personnel may be offered and utilize discounts or special offers not otherwise available to the public from a Clearlake portfolio company or other business relationship. Any discounts or special offers received that are not generally provided to the personnel of the portfolio company must be approved in advance in writing by the CCO. Clearlake will provide a copy of its Code to any investor or prospective investor upon request. However, Clearlake reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with Clearlake on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Clients or the expenses borne thereby. Conflicts of Interest Each Client is subject to a number of actual and potential conflicts of interest. Clearlake, the applicable general partner and manager of a particular Client, and their respective affiliates, members, partners, officers or personnel (collectively, but excluding the Minority Investors and their affiliates, the “Clearlake Affiliates”) will provide investment management advice and services to other entities and clients, which could include, without limitation, Other Accounts, which could also follow investment programs that are, in part or in whole substantially similar to that of such Client. Such Other Accounts could pursue, within a specific business or geographic sector, an investment program that invests in financial instruments (including, without limitation, corporate securities, loans and asset-backed investments) of a type acquired by such Client. The applicable manager of a particular Client and/or the Clearlake Affiliates could also provide investment management services to Other Accounts that follow investment programs that differ from such Client, which could participate in specific investments made by such Client. The applicable general partner and/or manager of a particular Client and/or the Clearlake Affiliates are permitted to give advice and recommend financial instruments to Other Accounts that differ from advice given to, or financial instruments recommended or bought for, such Client, even though their investment objectives are the same or similar. The nature and amount of compensation paid to Clearlake by the Other Accounts or an investor will, at times, differ from that paid by other Clients or investors, even those investing in similar investments. While Clearlake allocates fees, costs and expenses among the Clients and Other Accounts according to the expense allocation policies and procedures for such Clients and in such manner as Clearlake considers fair and reasonable, the actual allocations of fees, costs, and expenses present a potential conflict of interest. Other present and future activities of the applicable general partner and/or manager of a particular Client, the Clearlake Affiliates, and/or Other Accounts can give rise to additional conflicts of interest. In the event that a conflict of interest arises, the applicable general partner and/or manager of a particular Client will attempt to resolve such conflicts in a fair and equitable manner over time.

As discussed in Item 4 – “Advisory Business”, Clearlake wholly owns CCAM which, together with its affiliate Trinitas Capital Management, LLC (“Trinitas”), invests in the syndicated bank loan space, with a focus on collateralized loan obligations. CCAM and Trinitas serve as managers or in similar capacities of Affiliated CLOs or other funds or accounts. In addition, Trinitas maintains its own allocation and other policies relating to, among other things, allocation of investment opportunities and capital structure conflicts, all of which (along with the respective investment activities of the funds or accounts managed or advised by Trinitas) could present conflicts of interest for, or otherwise have an adverse effect on, Clearlake, the Other Accounts and their respective portfolio companies. While the applicable manager and/or the Clearlake Affiliates will seek to manage potential conflicts of interest in good faith, the portfolio strategies employed by such manager and/or the Clearlake Affiliates in managing their Other Accounts could conflict with the transactions and strategies employed by the applicable manager in managing a Client and may affect the prices and availability of investments. Conversely, participation in specific investment opportunities may be appropriate, at times, for both a Client and certain of the Other Accounts. Allocation of identified investment opportunities among the Clients and Other Accounts presents inherent conflicts of interest where demand exceeds available supply. Investors should note that the conflicts inherent in making such allocation decisions will not always be resolved to the advantage of the Clients. While there could be limitations set forth in Clients’ Fund Agreements with respect to Clearlake’s ability to form or sponsor such Other Accounts, the formation and management of such Other Accounts could create a conflict of interest in that the time and effort of the officers and personnel of the general partner and the manager of a particular Client and the Clearlake Affiliates will not be devoted exclusively to the business of such Client, but will be allocated between the business of such Client and the management of the Other Accounts. In addition to the above, except as set forth herein and in the Fund Agreements and offering documents of the Clients, Clearlake reserves the right to engage in other investment and business activities. Clearlake personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. Such activities raise potential conflicts of interest for which the resolution may not be currently determinable. Except to the extent prohibited by a Fund’s governing documents, Clearlake and its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs, the investment or business strategy of which may or may not overlap with the Client(s), and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. To the extent an advisory opportunity is received that is unsuitable for a Client, in Clearlake’s sole discretion, Clearlake and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. There can be no assurance that Clearlake will identify or resolve all conflicts of interest in a manner that is favorable to the Clients. The following discussion enumerates certain potential conflicts of interest but is not intended to be an exhaustive list of all such conflicts. Allocation of Investment Opportunities: Certain inherent conflicts of interest arise from the fact that Clearlake provides investment management services both to the Clients and Other Accounts, including the allocation of co-investment opportunities among the Clients and such Other Accounts. Any investment opportunity suitable for a Client (or for one or more Clients) that is presented to the applicable general partner, manager and/or to the CoFounders generally will be allocated in accordance with Clearlake’s investment allocation policies and procedures, which may be amended over time, subject to any express limits set forth in the applicable Fund Agreements. Clearlake’s allocation policies and procedures are designed to ensure allocations of opportunities are made over time on a fair and equitable basis. Pursuant to Clearlake’s allocation policies and procedures and in its sole discretion, (i) control investments (or investments that are intended or anticipated to become control investments) that meet the targeted return parameters of the CCP Funds will generally be allocated to the CCP Funds, (ii) non-control investments (that are not intended or anticipated to become control investments) that meet the targeted return parameters of the Opportunities Funds will generally be allocated to the Opportunities Funds, and (iii) control or non-control investments that fall outside the size, scope or other idiosyncratic considerations of the mandates of either the CCP Funds or the Opportunities Funds (including, without limitation, senior/structured credit, credit SPVs, high yield & mezzanine credit, CLOs or public equities) will generally be allocated to the Plus Fund. In addition, it is expected that there will

be opportunities in respect of which the ultimate control nature is not readily identifiable prior to the consummation of one or more transactions in respect of such opportunity, particularly for debt investments (such as in “stressed” target companies) that originate in the secondary capital markets, in which case, among other circumstances, Clearlake is permitted to allocate such investments (i) to the Opportunities Funds or (ii) to both the CCP Funds and the Opportunities Funds in its discretion and based on certain allocation factors pursuant to its allocation policies and procedures. In other circumstances, during the period that a portfolio company is owned by a Client, it could acquire characteristics that would make it a suitable investment for one or more other Clients. For example, there could be limited instances in which investments identified as control investments at the time of investment by the Opportunities Funds and/or the CCP Funds develop into non-control opportunities and vice versa and thereafter future investments in such portfolio companies may be allocated to the Opportunities Funds and the CCP Funds based on the new circumstances. With respect to certain credit-focused Clients, including the CCE funds, Clearlake employs a portfolioconstruction-based allocation methodology that differs from the available-capital approach generally applied to the CCP Funds and the Opportunities Funds. Under this methodology, investment opportunities are allocated among the applicable Clients based on target portfolio composition ranges established for each such Client, taking into account factors such as the aggregate investor commitments to such Client, the total investment capacity of such Client available, any reserve obligations of such Client, the nature and type of debt or equity instrument and its features, currency concentration, geography and jurisdiction of the borrower or obligors, and industry sector. Because the application of this methodology requires Clearlake to exercise subjective judgment in determining the appropriate allocation within and across target ranges, it involves inherent conflicts of interest, and there can be no assurance that any particular allocation will prove to have been optimal in hindsight. Without limiting the foregoing, during the period in which any Other Account and the Plus Fund are still in their respective investment periods, Clearlake expects that investment opportunities that are the focus of any such Other Account that have been given priority rights in respect of such investments, and that fall within such priority rights, will generally be allocated to such Other Accounts up to their desired investment amount, subject to the policies and procedures and other considerations discussed herein. As a result of such priority rights, the Plus Fund will be offered investment opportunities only after the Other Accounts have been allocated their desired investment amounts. Accordingly, the Plus Fund may not be offered the opportunity to participate in certain investment opportunities generally appropriate for such Other Accounts and the Plus Fund, and participation by the Plus Fund in such opportunities will likely be limited or curtailed to the extent required by the priority rights of such Other Accounts. The allocation of opportunities by Clearlake requires it to make subjective judgments regarding application of its allocations policies. Any such judgments and application involve inherent conflicts and risks that assumptions regarding investment opportunities will not ultimately prove correct and accordingly, there can be no assurance that the subjective judgments made by the managers or Clearlake will prove correct in hindsight. Additionally, an investment opportunity that, in the applicable general partner’s discretion, is not suitable for a Client and that is presented to the applicable general partner and manager and to the Co-Founders and their related affiliate parties may be allocated to Clearlake Affiliates. Clearlake’s allocation of investment opportunities among the Clients may result in the allocation of all or none of an investment opportunity to a Client (including in connection with follow-on investments), or a disproportional allocation among Clients, with such allocations being more or less advantageous to some Clients relative to other Clients. The Clients and Other Accounts may also co-invest in certain opportunities in accordance with Clearlake’s allocation policies and procedures, but in any case, in Clearlake’s discretion. Co-investment opportunities typically will be offered to some, and not to other, investors, including prospective investors, and certain investors may receive multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Client, and Clearlake expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Client because (i) co-invest opportunities generally appeal to investors and third parties, (ii) to the extent co-investments made by investors are not subjected to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of a Client’s governing documents. In order to facilitate the acquisition of a portfolio company, a Client reserves the right to make (or commit to make) an

investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant 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, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the general partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. Any such purchase from a Client by a co-investor or co-invest vehicle generally occurs shortly after the Client’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Client’s initial purchase when cost may not reflect the fair market value of the investment and the transfer at cost may not reflect fair market value. Where appropriate, and in Clearlake’s sole discretion, Clearlake reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Client for related costs. However, to the extent any such amounts are not so charged or reimbursed (including charges or reimbursements required pursuant to applicable law), they generally will be borne by the relevant Client. To the extent such a syndication is made, the general partner’s interest in limiting the Client’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Client would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. When and to the extent that personnel and related persons of Clearlake and its affiliates make capital investments in or alongside certain Clients, Clearlake and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Client’s return from a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. CLOs: Certain Clients will invest in the debt of, or equity interests in, CLOs, including an Affiliated CLO. The fact that the management fees CCAM, Trinitas or its affiliate, in its capacity as Collateral Manager, receives from an Affiliated CLO are based on the size of the assets of that vehicle could create a conflict of interest. In particular, the Collateral Manager could have an incentive to cause the Affiliated CLO to hold investments that have poor prospects for improvement in order to receive ongoing fees in the interim and, potentially, a more likely or larger fee or distribution if the value of such assets appreciates in the future. Furthermore, the decision to exercise any call option with respect to the Affiliated CLO will be controlled entirely by the Collateral Manager, and the Client will have no ability to control the exercise of such option. Because the fees paid to the Collateral Manager will be tied to the size of the assets of the Affiliated CLO, the Collateral Manager has an incentive to delay exercising any call option past the time that would provide for an optimal return to the Client in order to continue to earn these fees. Such a delay could cause the Client to ultimately receive a lower return on its interests in the Affiliated CLO than it would be able to obtain if it were to control the exercise of the call option at an earlier date. Similar conflicts of interest exist in the Client manager’s exercise (or failure to exercise) the Client’s other rights as holder of such Affiliated CLO equity, including rights relating to the refinancing of such Affiliated CLO, approval of amendments and removal of the Collateral Manager. Other Accounts may invest in Affiliated CLO classes or tranches of securities other than direct or indirect equity interests in an Affiliated CLO or on different terms than the Client. As a result, Other Accounts may invest in more senior classes of the Affiliated CLO’s capital structure. Furthermore, Other Accounts may sponsor such securitizations and retain an interest in the equity and/or debt tranches thereof or participate separately as purchasers in such securitizations. As such, the interests of the Client, as a direct or indirect investor in the CLO Equity of an Affiliated CLO, may not be aligned with the interests of the Other Accounts that hold more senior debt interests. In that regard, actions may be taken by the Collateral Manager on behalf of the Other Accounts that are adverse to the Client. The interests of the Client and/or the Other Accounts investing in different classes or tranches of securities of the Affiliated CLO are particularly acute in the case of financial distress of the Affiliated CLO. If the Client, as a direct or indirect investor in the CLO Equity of the Affiliated CLO, were to lose its investment as a result of such difficulties, the ability of the Collateral Manager to recommend actions that are in the best interests of the Client might be impaired. Participation by Other Accounts may result in a loss or substantial dilution of the Client’s direct or indirect investment, while an Other Account recovers all or part of amounts due to it. Other Accounts will not be required to take any action or withhold from taking any action to mitigate losses to the Client in any such scenario.

Separately, any partner, officer or personnel of Clearlake or Trinitas, may serve as an officer, director, advisor or in comparable management functions for borrowers of the underlying assets (“CLO Assets”) of an obligor or the proceeds thereof that are the collateral of an Affiliated CLO, and any such partner, officer or personnel may obtain material non-public information in connection therewith, or in connection with such partner’s, officer’s or employee’s other activities in the financial markets. To the extent Clearlake operates without information barriers to separate persons who make investment decisions from others who might possess material non-public information, that could influence such decisions. In an effort to manage possible risks arising from the internal sharing of material non-public information, Clearlake is expected to maintain a list of restricted securities with respect to which it may have access to material non-public information and in which Clients are restricted from trading. If partners, officers or personnel of Clearlake or Trinitas obtain such material non-public information about a borrower the loans of which are collateral of an Affiliated CLO, the Affiliated CLO may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in such borrower, (ii) establishing an initial position or taking any greater position in such borrower and/or (iii) pursuing other investment opportunities on behalf of the Affiliated CLO, which could impact the returns to the Client. In addition, in certain circumstances, particularly during the wind-up of an Affiliated CLO, the Client may be prohibited from trading a position that it holds, directly or indirectly, in the Affiliated CLO because Clearlake determines that one or more partners, officers or personnel of Clearlake or Trinitas holds material nonpublic information with respect to one or more remaining positions held by the Affiliated CLO. Furthermore, in those instances where partners, officers, or personnel of Clearlake or Trinitas serve as directors of certain borrowers, the loans of which are collateral of the Affiliated CLO, they will be required to make decisions that they consider to be in the best interests of such borrower. In certain circumstances, such as in situations involving bankruptcy or near insolvency of a borrower, actions that may be in the best interests of such borrower may not be in the best interests of the Affiliated CLO, and vice versa. Accordingly, in these situations, there may be conflicts of interest between an individual’s duties as a partner, officer or personnel of Clearlake or Trinitas and such individual’s duties as a director of such borrower. In addition, Affiliated CLOs or other funds or accounts managed or advised by CCAM or Trinitas could invest in the Client or Other Accounts and will accordingly bear the fees, expenses and incentive compensation applicable in connection with any such investment, and no such amounts will offset the Management Fee. The general partner will determine whether and to what extent any such Affiliated CLO or other fund or account is treated as an affiliate for purposes of the Fund Agreement, however, in general, Other Accounts are not accorded such affiliate treatment. Collateralized Fund Obligation Vehicles: Clearlake expects to establish one or more collateralized fund obligation vehicles (“CFO”) that will hold limited partnership interests in other Clearlake Funds (the “Underlying Fund Interests”). The CFO issuer will be a bankruptcy remote special purpose vehicle that will issue one or more classes of senior and subordinated tranches of notes to investors (the “CFO Securities”) in order to finance the acquisition of such Underlying Fund Interests and to fund any future capital calls made on such Underlying Fund Interests. The CFO issuer may purchase such Underlying Fund Interests directly from such fund or from existing limited partners of such funds (including Clearlake or its affiliates). Clearlake is permitted to receive additional fees and compensation from the CFO, which would be in addition to the fees and compensation it receives from the underlying Funds in which such CFO invests. While Clearlake may agree with one or more CFO investors (including Clearlake or its affiliates) to rebate some or all of such fees or compensation to such investors, Clearlake’s (or such investor’s, as applicable) receipt of any such CFO fees and compensation would not necessarily result in an offset of Management Fees received from any of the underlying Funds. Additionally, while the CFO Securities are expected to be marketed to third-party investors, it is expected that one or more Clearlake affiliated persons will acquire at least a majority of the most-junior class of CFO Securities (the “CFO Subordinated Notes”). Because the CFO Subordinated Notes are the most-junior class of subordinated debt issued by such CFO, any holder of such CFO Subordinated Notes will have leveraged exposure to the Underlying Fund Interests. As such, to the extent that Clearlake or an affiliate holds all or a portion of the CFO Subordinated Notes, Clearlake’s exposure to the underlying Funds will be magnified. Interval Fund. An interval fund is a closed end investment fund that offers limited liquidity to investors at set intervals. An interval fund is expected to coinvest alongside the other Clients into underlying portfolio companies. Due to the interval fund’s co-investment activities, conflicts of interest will arise with respect to the allocation of

investment opportunities, transaction expenses, and broken deal costs. Further, the interval fund will value its assets (which are also held by other Clients) on a more frequent basis than such other Clients, which may lead to the same underlying portfolio company being valued differently by such Clients. The differing liquidity terms of the interval fund compared to the other Clients alongside which the interval fund invests will also lead to conflicts of interest for Clearlake as it manages the interval fund’s underlying portfolio in order to meet the periodic liquidity requests from interval fund investors. Allocation of Expenses: The applicable general partner and/or manager of a Client, Clearlake, the CoFounders and/or one or more of their respective affiliates potentially will incur expenses for the account or for the benefit of a Client, other Clearlake-related entities or investment vehicles and one or more existing or subsequent entities established by such general partner and/or manager, Clearlake, the Co-Founders or any of their respective affiliates. Although attempts will be made to allocate such expenses in such a manner as the applicable general partner considers fair and reasonable (subject to the terms of the applicable Fund Agreement), such allocations will be determined by the applicable general partner and/or Clearlake, and such matters will not necessarily be brought to the advisory board or limited partners of such Client for discussion or consultation. Material, Non-Public Information: By reason of their responsibilities in connection with portfolio companies or with their other activities, certain personnel of the applicable general partner, the managers or their affiliates may acquire confidential or material non-public information or otherwise be restricted from initiating transactions in certain securities. The applicable Client will not be free to act upon any such information. Due to these restrictions, the applicable Client may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Investments in Which Different Clients Have a Different Principal Investment: Subject to the applicable Fund Agreements, a Client may make investments in portfolio companies (including minority debt and/or equity investments) in which other Clients have, are concurrently making or may make in the future a different principal investment (e.g., a mezzanine or senior debt investment, minority debt and/or equity investment) and Other Accounts that have been or may be formed by Clearlake may invest in companies or other entities in which a Client has made an investment. In such situations, a Client and such Other Account could have conflicting interests (e.g., over the terms of their respective investments). This can potentially result in situations where the Client chooses not to hedge certain risks that such Other Account does hedge (or vice versa), or the possibility that the Client is exposed to risks of financing, or does not have the same access to financing as the Other Account (or vice versa). If the portfolio company in which a Client has an equity investment and in which an Other Account has, for example, a mezzanine or senior debt investment becomes distressed or defaults on its obligations under the debt or mezzanine investment, Clearlake could have conflicting loyalties between its duties to the Client and to such Other Accounts. In that regard, actions may be taken for the Other Accounts that are adverse to the Client. Furthermore, questions can potentially arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring may raise conflicts of interest. In addition, conflicts may arise in determining the amount of an investment, if any, to be allocated among the potential investors and the respective terms thereof. There can be no assurance that the return on a Client’s investment will be equivalent to or better than the returns obtained by the Other Accounts participating in the transaction. Because of the different legal rights associated with debt and equity of the same portfolio company, Clearlake expects to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Client versus another Client (e.g., the terms of debt investments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies), and the action taken for a Client investing in the equity of a portfolio company may be adverse to a Client investing in the debt of the same portfolio company (or vice versa), particularly in the case of financial distress of a company. If a Client has the potential to incur a loss on its investment as a result of such difficulties, Clearlake could have an incentive to cause another Client to provide such additional financing even though doing so is not considered to be in the Client’s best interest. Similarly, if additional equity capital is necessary to support, enhance or protect the value of an investment, Clients have an incentive to not provide such additional capital to limit their own losses, or if provided, to provide it in an aggregate amount that is less than the amount required. Although Clearlake intends to consider and address conflicts of interest, there can be no assurance that such conflicts will be resolved in a manner that is most favorable to one or more Clients and their investors. Subject to the terms of the relevant Fund Agreements, if investments as to which an Other Account and a Client holds an interest become financially troubled, Clearlake intends

to make its decisions regarding the appropriate action to be taken with respect to that company, including the terms of any financial restructuring or work-out, in the collective best interests of the Client and such Other Account as determined at such time. While the applicable Fund Agreements and Clearlake’s written policy on conflicts of interest will set forth certain approaches that are intended to mitigate such conflicts of interest to the extent possible, as further described below, given the nature of such conflicts and legal constraints (including bankruptcy laws), there can be no assurance that any such conflict can be resolved in a manner that is beneficial to each Client. It is possible that in a bankruptcy, insolvency or similar proceeding, a Client’s interest could be subordinated or otherwise adversely affected by virtue of the involvement and actions of an Other Account relating to its investment. Although a Client holding a debt investment in an issuer may recover all or part of amounts due to it, the Client holding an equity investment in such issuer may be at risk for substantial loss, which may cause the Client holding the debt investment to be more passive or refrain from taking actions adverse to such Client holding an equity investment that would otherwise be available. In addition, where a Client is a creditor of a portfolio company in which another Client holds more junior securities, the Client may take actions in its own interests with respect to its rights as a creditor (e.g., with respect to breaches of covenants) that may be adverse to the interests of the Client holding the junior securities as a subordinated debt holder. In such circumstances, Clearlake is permitted to (but is not obligated to), to the fullest extent not prohibited by applicable law, take steps to reduce the potential for conflicts between the interests of each of the applicable Clients, including causing one or more of such Clients to take certain actions that, in the absence of such conflict, it would not take. Any such step could have the effect of benefiting Other Accounts or Clearlake at the expense of a Client. Certain Clients or their subsidiaries may originate loans or extend credit to borrowers as part of their investment strategy. From time to time, borrowers to whom such Clients extend credit may include portfolio companies or issuers in which other Clients hold equity or other investments. Because Clearlake would, in such circumstances, exercise influence or control over both the lending Client and the equity-holding Client's interest in such borrower, including over the terms on which such loans are originated, such transactions present heightened conflicts of interest beyond those described above. In particular, Clearlake may have an incentive to cause the lending Client to offer more favorable loan terms (including with respect to interest rates, covenants or other protections) to benefit the borrower at the expense of the lending Client, or to cause the lending Client to impose less favorable terms on the borrower to benefit the lending Client at the expense of the equity-holding Client. In addressing certain of the potential conflicts of interest described above, Clearlake may, but will not be obligated to, take one or more actions on behalf of the Client or any Other Account, including any one or more of the following: (i) causing a Client to remain passive in a situation in which it is otherwise entitled to vote, which may mean that the Other Account defers to the decision or judgment of an independent, third-party investor in the same class of equity or debt securities or other financial instruments held by the Other Account; (ii) referring the matter to one or more persons not affiliated with Clearlake to review or approve of an intended course of action with respect to such matter; (iii) consulting with the investors (or with the advisory board on behalf of the investors) on such matter or otherwise requesting that the investors (or the advisory board on behalf of the investors, as applicable) approve such matter; (iv) establishing ethical screens or information barriers to separate Clearlake investment professionals or assigning different teams of Clearlake investment professionals, in each case, who are supported by separate legal counsel and other advisers, to act independently of each other in representing different Clients or Clients that hold different classes, series or tranches of an issuer’s capital structure; (v) as between two Clients, ensuring (or seeking to ensure) that the underlying investors therein own interests in the same securities or financial instruments and in the same proportions so as to preserve an alignment of interest; or (vi) causing the Other Account to divest itself of a security, financial instrument or particular class, series or tranche of an issuer’s capital structure it might otherwise have held on to, including causing the Other Account to sell a security or financial instrument to one or more Other Accounts (or vice versa), or investors in such Other Account. Any such step could have the effect of benefiting Other Accounts or Clearlake at the expense of the Client, and there can be no assurance that any of these measures will be feasible or effective in any particular situation, and it is possible that the outcome for the Client will be less favorable than might otherwise have been the case if Clearlake had not had duties to Other Accounts. A 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 investments made by Other Accounts impose restrictions on the Client engaging in transactions that the general partner may otherwise be interested in pursuing. Moreover, while Clearlake will, as a general matter, seek to act in the best interests of each Client (as determined in its sole discretion) as a fiduciary to each entity, there can be no assurance that it will take actions that are profitable or advantageous to the Client.

Cross Transactions: Clearlake also reserves the right to enter into cross-transactions on behalf of the Clients and current or future Other Accounts, or co-investors or co-investment vehicles, in which the Client buys securities from, or sells securities to, or co-invests with, such Other Accounts, vehicles or persons. To the extent required by the relevant Fund Agreement or otherwise in the sole discretion of the relevant general partner, the general partner may seek to obtain the consent of the advisory board to such transactions. The general partner is also permitted to determine the willingness of a third party to make an investment on the same or similar terms which demonstrates the fairness of the relevant transaction to the Client under then-current market conditions. Whether or not such consent is obtained or a third party invests, the general partner intends to conduct such transactions in a manner that the general partner believes to be fair and equitable to the Client under the circumstances. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the Client. For the avoidance of doubt, Clearlake does not consider a transaction to constitute a cross trade solely because one Client sells, and another Client or Other Account subsequently purchases, the same or similar securities through one or more independent brokers or other unaffiliated intermediaries in separate, independently initiated transactions, even where such transactions occur within a proximate time period or involve the same counterparty. Rather, Clearlake considers a cross trade to arise only where it actively causes or directs the transfer of a security or other instrument between Client accounts. Clearlake maintains policies and procedures governing the identification, pre-clearance, and oversight of cross trades. There can be no assurance that a Client or any Other Account invested in the same portfolio companies will exit their respective investments at the same time or on the same terms. Clearlake and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally. Clearlake will seek to allocate any disposition opportunities with respect to portfolio companies owned by an Other Account and the relevant Client on a basis that it believes is fair and equitable to each such fund taking into account all relevant facts and circumstances, including, without limitation, the relative ownership percentages of the Other Account in the portfolio company and the life-cycle of each fund. There can be no assurance that the return on the portfolio companies will be the same as the returns obtained by any Other Account with respect to the portfolio companies. Given the nature of the relevant conflicts, there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both the Client and Other Account. Without limiting the foregoing, (i) Clients are permitted to engage in cross-trades and cross-investments with Other Accounts, (ii) none of the Other Accounts nor any of their respective successors will be prohibited from acquiring, or otherwise engaging in transactions with respect to, securities of any person (including a special purpose vehicle) in which the Client has a financial interest (whether in the same or a different class of securities) or selling, divesting, making further acquisitions or otherwise engaging in transactions with respect to securities of such person, including following a co-investment, and (iii) the Client will not be prohibited from acquiring, or otherwise engaging in transactions with respect to, securities of any person (including a special purpose vehicle) in which an Other Account or any of their respective successors has a financial interest (whether in the same or a different class of securities) or selling, divesting, making further acquisitions or otherwise engaging in transactions with respect to securities of such person, including following a co-investment. Secondaries and other General Partner-Led Transactions. There continues to be a significant market for secondary sales, GP-led transactions, continuation funds, successor fund investments and other transactions. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by Clearlake following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Clearlake believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets, or a new portfolio of assets (including a portfolio that combines assets from multiple Clients sponsored by Clearlake and its affiliates). However, certain of such transactions are expected to involve a limited partner investing (or being required to invest) additional capital in the existing Client and/or other investment vehicles, a greater exposure to one or more particular portfolio company, and/or a delay in the full liquidation of the Client’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such

interest will be allocated to the relevant general partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Client or limited partner and those of Clearlake or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Clearlake or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction, their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Client, Clearlake, the relevant general partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). Further, the relevant general partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where coinvestors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Client, and in such circumstances, Clearlake reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that Clearlake will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of Client or any individual limited partner or group of limited partners. However, Clearlake reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant governing documents or applicable law. Minority Investors: As discussed under Item 4 above, the Minority Investors each hold a passive non-voting minority interest in Clearlake and, accordingly, currently has a significant relationship with the general partners of the Clients, the managers and the Co-Founders, and each such relationship raises certain actual and potential conflicts of interest. Specifically, the Minority Investors may invest in a Client and have a minority economic interest in the general partner and manager of such Client, and in such capacity will be entitled to receive a portion of the Carried Interest and a portion of the net income of Clearlake. The existence of this minority economic interest may diminish the alignment of the Minority Investors’ interests as Client investors with the interests of others in a Client. The Minority Investors do not have any authority over the day-to-day operations or investment decisions of Clearlake as they relate to the Clients, but they do have certain customary minority protections with respect to their respective ownership interests in Clearlake. The Minority Investors do not have representation on the investment committees of any of the Clearlake strategies. Additionally, certain of the Minority Investors or affiliates thereof are permitted to, and do, hold seats on the advisory board of one or more Clients. While Clearlake will maintain operations, strategy, and investment decisions separate from the Minority Investors, due to Clearlake’s ongoing relationships with the Minority Investors, Clearlake generally expects to have incentives to conduct operations in a manner that benefits the Minority Investors (e.g., an incentive to use the services of the Minority Investors, their affiliates, or firms or other persons recommended by any of them). Terms granted to the Minority Investors in one or more Clients in connection with the strategic relationships between the Minority Investors and Clearlake generally will not be disclosed to other investors, nor will they generally be subject to the “most favored nation” provisions in the governing documents. Furthermore, the Minority Investors may have other relationships with other investment vehicles and accounts that may give rise to potential conflicts. For example, the Minority Investors may sponsor, advise, underwrite, manage or invest in investment vehicles and accounts that pursue investment strategies similar to those of a Client. Such activities could adversely affect the Client; for example, the Minority Investors may compete with the Client for investment opportunities and are under no obligation to share any investment opportunity, idea or strategy with the Client or Clearlake. In addition, the Minority Investors (and/or their affiliates) may invest in the same issuers as a Client. The Minority Investors will have no fiduciary or other duties to (i) the Client or other investors in exercising any of its rights as a limited partner of such Client, (ii) the general partner of such Client or (iii) the manager of such Client. While the existence of a conflict of interest will not necessarily have an adverse impact on such Client, and the

Minority Investors have incentives to see such Client and its manager succeed, the management or resolution of any conflict of interest could have an adverse effect on such Client and its investors. Subject to certain agreements with Clearlake, any Minority Investor may further sell its interests to third parties, which would raise similar conflicts to the ones discussed above. Clearlake may from time to time enter into transactions to acquire or invest in other investment management businesses, including businesses whose principals, personnel, or affiliated entities may be existing investors in one or more Clients. The consummation of any such transaction could give rise to additional conflicts of interest, including conflicts arising from the provision of advisory services to clients whose investment strategies overlap or compete with those of the Clients, from the allocation of investment opportunities and personnel resources across a broader platform, and from the dual status of the acquired business or its affiliates as both a subsidiary of, and an investor in, the Clients. Clearlake will seek to manage any such conflicts in accordance with its fiduciary obligations, its policies and procedures, and the terms of the applicable Fund Agreements. Subject to any limitations imposed by the governing documents and anti-“assignment” provisions of the Advisers Act, Clearlake, its affiliates and personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Clients, or expect to receive from the Funds in the future. Subject to any restrictions in the governing documents, this monetization could occur in many forms, including: public offerings of Clearlake or an affiliate; borrowing against Clearlake’s or the general partner’s investment in, or right to receive revenues from, one or more Clients; preferred financing or other strategic investment by a third party in one or more Clearlake entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Clients or in one or more Clearlake entities to third parties; or other financial arrangements, including those in which Clearlake, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although Clearlake and its personnel intend to abide by any “key person” or “time and attention” requirements in the governing documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate Clearlake in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent third-party funding or borrowings are used to finance general partner commitment amounts, the Clearlake and/or its personnel generally will be less aligned with limited partners than would otherwise be the case. Placement Agents: Clearlake has engaged, and expects in the future to engage, one or more placement agents in the placement of interests for a Client. As such, the placement agents may be compensated for certain capital commitments made to the Client, except in situations where such compensation is expressly prohibited by applicable law, regulation or written and established policy. All fees and expenses due to the placement agents that are paid by the Client may reduce the Management Fees otherwise payable by the investors by an identical amount or will be paid directly by the general partner of the Client or its affiliates. The prospect of receiving, or the receipt of, placement fees may provide the placement agents and/or their salespersons with an incentive to favor sales of interests in the Client, and in funds whose affiliates make similar compensation available, over sales of interests of funds (or other fund investments) with respect to which the placement agents receive either no such additional compensation or lower levels of additional compensation. Such payment arrangements, however, will not change the price that an investor pays for interests in the Client or the amounts that the Client receives to invest on behalf of an investor. At various times, the placement agents may act as placement agents for other fund sponsors and funds, including unaffiliated fund sponsors and funds, which may offer interests that are similar to the interests for a Client. Those unaffiliated sponsors may pay placement fees on terms different from the fees that the placement agents will receive in connection with the offering of interests in a Client, and this difference in fees may influence the placement agents to introduce or not introduce potential investors in respect of such Client. Furthermore, placement agents may seek to do business with and earn fees or other commissions from other investment funds and their portfolio companies and other Clearlake affiliates. Examples of such business may include, without limitation, the provision of financing or other investment banking services, lending or arranging credit and provision of prime brokerage. Investors may wish to take such payment arrangements and conflicts of interest into account when considering and evaluating any recommendations by placement agents relating to interests in the Client. Service Providers and Other Counterparties: The Service Providers, counterparties or their affiliates (including any lenders, brokers, attorneys, consultants, IT structure and service providers and investment banking

firms) of a Client, the applicable general partner, the applicable manager or any of their affiliates may be affiliates of or investors in the Client and/or sources of investment opportunities and co-investors or counterparties therein, or a portfolio company of the Client or a portfolio company of an Other Account. Additionally, certain personnel of Clearlake may have family members or relatives employed by such advisors and service providers, or may have an interest in such advisors and service providers. This may influence Clearlake, the applicable general partner, the applicable manager or any of their affiliates in deciding whether to select such a Service Provider or have other relationships with Clearlake. Clearlake has incentives to use or to recommend products or services of one portfolio company (or an affiliate thereof) to another, which may involve fees, commissions, servicing payments or other compensation. Potential conflicts of interest arise in making such recommendations, as Clearlake has incentives to maintain goodwill between it and its former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. In most cases, the Fund will not consent, participate in the negotiations or be directly involved in such arrangements. Notwithstanding the foregoing, investment transactions for a Client that requires the use of a Service Provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such Service Provider’s provision of certain investment-related services and research that Clearlake, the applicable manager, general partner or any of their affiliates believe to be of benefit to the Client. Clearlake, the applicable general partner, the applicable manager, a Client and the portfolio companies reserve the right to engage common service providers. In such circumstances, there may be a conflict of interest between Clearlake, the applicable general partner or the manager, on the one hand, and the Client and/or portfolio companies, on the other hand, in determining whether to engage such Service Providers, including the possibility that Clearlake, the applicable general partner or manager will favor the engagement or continued engagement of such persons if it receives a benefit from such Service Providers, such as lower fees or better terms, that it would not receive absent the engagement of such Service provider by the Client and/or the portfolio companies. In certain circumstances, advisors and Service Providers, or their affiliates, charge different rates or have different arrangements for services provided to Clearlake, the applicable general partner or its affiliates as compared to services provided to the Client and/or the portfolio companies, which result in Clearlake or the applicable general partner or its affiliates receiving more favorable rates or arrangements with respect to services provided to it by a common Service Provider than those payable by the Client and/or the portfolio companies, or Clearlake, the applicable general partner or its affiliates receiving a discount on services even though the Client and/or the portfolio companies receive a lesser, or no, discount. No such discounts will inure to the benefit of the investors. For example, Clearlake, its affiliates, the Client, the Other Accounts and/or their portfolio companies are permitted to enter into agreements or other arrangements with service providers, vendors and other similar counterparties whereby such counterparty may charge lower rates and/or provide discounts or rebates for such counterparty’s products and/or services depending on certain factors, including, without limitation, volume of transactions entered into and potential transactions to be entered into with such counterparty by Clearlake, its affiliates, the Client, the Other Accounts and/or their portfolio companies in the aggregate. Additionally, the Clients, Other Accounts, and their respective portfolio companies and/or Clearlake itself are permitted to engage investment banks or other similar financial advisors in connection with specific projects. In most cases, the costs and expenses of these third parties will be borne (directly or indirectly) by the Clients, Other Accounts and their limited partners (and not Clearlake). However, one of the tangible and/or intangible benefits from these relationships includes general referral of investment opportunities, which opportunities may inure to the benefit of Other Accounts and/or Clearlake (and not necessarily the parties bearing the cost of the particular engagement that created, enhanced or supported the underlying relationship that came to produce such opportunities in the first place). Service provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by Clearlake personnel. Clearlake expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Clients under the Fund Agreements if performed by Clearlake personnel, but third parties performing the same services generally would be chargeable to the Clients thereunder, and outsourcing to third parties effectively enables Clearlake and its affiliates to reduce its personnel compensation costs. It is possible that Clearlake will occasionally utilize the services of entities that have, directly or indirectly, or whose affiliates have, investments in Clearlake or Clients managed by Clearlake. Clearlake generally exercises its discretion when using or recommending to a Client or a portfolio company thereof that it contract for services with (i) a Clearlake Affiliate (which is permitted to include a portfolio company of such Client), (ii) an entity with which Clearlake or its affiliates or current or former personnel has a relationship or from which Clearlake or Clearlake Affiliates or their personnel otherwise derives financial or other benefit, including lenders, law firms or investment banks, joint venturers or co-venturers, (iii) certain investors or their affiliates, or (iv) one or more portfolio companies.

For example, Clearlake may be presented with opportunities to receive financing and/or other services in connection with a Client’s investments from certain Client investors or their affiliates that are engaged in lending or related business. This discretion subjects Clearlake to conflicts of interest, because although Clearlake selects Service Providers that it believes are aligned with its operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Client, Clearlake has an incentive to recommend the related or other person (including an investor) because of its financial or other business interest. There is a possibility that Clearlake, because of such belief or for other reasons (including whether the use of such persons could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant Clients or Clearlake), would favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Whether or not Clearlake has a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. Clearlake will not necessarily seek out the lowest cost options when incurring (or causing a Client or its portfolio companies to incur) such expenses. Although Clearlake generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending Service Providers. In certain circumstances where Clearlake commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, Clearlake will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Clearlake reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, Clearlake undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, Clearlake reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or projectbased rates, and so generally does not include the value of any profits, participation or equity rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or projectbased rates. Broker Dealer Affiliate and Activities. The Broker Dealer Affiliate is registered as a broker-dealer with the SEC and a member of FINRA. The Broker Dealer Affiliate is authorized to conduct private placements (including on behalf of the Clients) and to engage in certain capital markets and lending activities, including (i) managing or otherwise participating in underwriting syndicates and/or selling interests with respect to portfolio companies of the Clients (either entirely or in part) and (ii) engaging in the private placement of debt or equity securities or instruments issued by the Clients’ portfolio companies and non-controlling entities in or through which the Clients may invest. Subject to certain consents, as applicable, the Broker Dealer Affiliate also is permitted to serve as an arranger, lead lender or in another capacity with respect to loans or other credit activities. Furthermore, the business and activities of the Broker Dealer Affiliate are expected to continue to evolve and expand over time, and it is anticipated that the Broker Dealer Affiliate will engage in other transactions and activities over time. Although the Broker Dealer Affiliate initially intends to provide services only with respect to certain Clearlake Clients and their portfolio companies, it reserves the right in the future to provide such services to third parties. As mentioned in Item 5 - “Fees and Compensation”, subject to applicable law, the Broker Dealer Affiliate is permitted to advise on the issuance of debt or equity securities and related services, and to the extent the Broker Dealer Affiliate receives Broker Dealer Fees, any such fees will in certain cases not be treated as Fee Income, even if paid by or on behalf of, or otherwise derived from, portfolio companies and such Broker Dealer Fees will potentially not be offset against the Management Fee, depending on the provisions in the relevant Client’s governing documents. The amount and terms of the Broker Dealer Fees will vary based on the activity, but in some cases will be derived based on a percentage of transaction value or a percentage of the offering underwritten by the Broker Dealer Affiliate, and is generally expected to be significant. There is no limitation on the amount of Broker Dealer Fees, costs and expenses that may be borne by the Clients or by portfolio companies. Additionally, fees received by Clearlake in connection with issuances of debt not involving securities potentially will not be offset against the Management Fee if authorized under the relevant governing documents.

The Broker Dealer Fees payable to the Broker Dealer Affiliate also create an incentive for a general partner and its affiliates to seek to refer, allocate or recommend an investment or transaction to the Clients that it might not otherwise if the potential for Broker Dealer Fees did not exist, and the potential lack of offset against the Management Fee provides an incentive to seek higher Broker Dealer Fees. In addition, a general partner is expected to be incentivized to structure an investment in a manner that would create an opportunity for Broker Dealer Fees to be received by the Broker Dealer Affiliate when an alternative structure could have given rise to a more favorable transaction for a Client. The terms of such Broker Dealer Fees generally will be determined among the transacting parties, including the applicable portfolio company, the Broker Dealer Affiliate and other participants (e.g., other underwriters or syndicate members). Clearlake and its affiliates are subject to potential conflicts of interest to the extent they negotiate, determine or approve any such compensation, and while Clearlake will seek compensation that it believes is reasonable and generally charged at market rates, such compensation may not in each case be negotiated at arm’s length, and there can be no assurance that a third party would not have provided better or more cost effective services. Where the Broker Dealer Affiliate acts to place a Clearlake Client’s limited partner interests, no commission or other compensation will be received from the relevant Clearlake Client for such placement services. To the extent the Broker Dealer Affiliate serves as underwriter with respect to a portfolio company’s securities, the relevant Client is expected to be subject to a “lockup” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This may prejudice the Client’s ability to dispose of such securities at an opportune time. In its capacity as underwriter, part of a lending syndicate with respect to a current or potential portfolio company of the Client, or arranger of financing, including with respect to the public offering and/or private placement of debt or equity securities issued by, or loan proceeds borrowed by, a Client and its portfolio companies, the Broker Dealer Affiliate is permitted to act on an uncommitted “best efforts” basis. The underwriting or financing parties in such circumstances are under no duty to provide any commitment unless specifically set forth in the relevant contract. In addition, in circumstances where a portfolio company becomes distressed and the participants in an offering undertaken by such portfolio company have a valid claim against the underwriter, a Client would have a conflict in determining whether to sue an affiliated broker-dealer like the Broker Dealer Affiliate. In circumstances where a non-affiliated broker-dealer has underwritten an offering, the issuer of which becomes distressed, a Client may also have a conflict in determining whether to bring a claim on the basis of concerns regarding Clearlake’s relationship with the broker-dealer. Clearlake’s relationship with the Broker Dealer Affiliate gives rise to potential conflicts of interest between Clearlake, on the one hand, and the Clients that have an interest in any portfolio company or other entity to which the Broker Dealer Affiliate provides services, on the other hand. Clearlake and the Broker Dealer Affiliate share certain personnel and have entered into compensation and expense sharing arrangements. Clearlake generally has an incentive to exercise its control or influence over portfolio companies and their management teams such that they retain the Broker Dealer Affiliate instead of other service providers. Clearlake will evaluate transactions on a case-by-case basis to seek to mitigate such conflicts in light of Clearlake’s ongoing obligations to the Clients. To the extent any Clearlake Client engages in a “principal transaction” with the Broker Dealer Affiliate, or the Broker Dealer Affiliate acts as a compensated broker in connection with an “agency cross transaction” involving a Client, Clearlake will review the related transaction in an effort to ensure compliance with the requirements of Section 206(3) of the Advisers Act and the relevant governing documents. Time and Attention of the Clearlake Investment Professionals: The Clearlake investment professionals will devote such time and attention to the conduct of a Client’s business as such business will reasonably require. However, there can be no assurance, for example, that such investment professionals will devote any minimum number of hours each week to the affairs of the Client or that they will continue to be employed by Clearlake. In the event that such investment professionals cease to be actively involved with the Client, investors in the Client will be required to rely on the ability of Clearlake to identify and retain other investment professionals to conduct the Client’s business. Investments by Co-Founders and Clearlake Investment Professionals: The Co-Founders and other investment professionals of Clearlake invest directly and indirectly in certain of the Clients. As limited partners of certain Clients, the investment professionals of Clearlake invest in every transaction made by such Clients. While investments by related persons and investment professionals of Clearlake are intended to align interests of Clearlake and its related persons with those of the Clients, such investments create potential conflicts of interest. To address

such conflicts, the investment arrangements are described and agreed upon in the applicable Fund Agreements and offering documents of each Client. Generally, investments and disposals are made on the same economic terms for all Clients, including for Clearlake’s related persons, and each investment is made pro rata among the limited partners of each Client and Clearlake’s related persons who are indirect limited partners, so that Clearlake’s related persons may not receive favorable terms or greater exposure to certain investments. However, as discussed in Item 5 above, Clearlake’s related persons will not bear Management Fees, Carried Interest or Incentive Allocation with respect to such investments; if Clearlake determines in its sole discretion to cause an Other Account to invest in the Client, such Other Account may be treated as a Clearlake related person for this or other purposes, and such treatment will not be subject to “most favored nations” treatment. As described herein, Clearlake, together with Clients, engages in a broad range of business activities and invests in a broad range of businesses and assets. A Client’s manager takes into account Clearlake’s, its affiliates’ and/or Other Accounts’ and each of their respective portfolio companies’ respective interests (including reputational interests, financial interests, confidentiality concerns (including with respect to the Co-Founders) and any other interests that arise over time) when determining whether to pursue (or how to structure) a potential portfolio investment for the Client. As a result, it is possible that the Client’s general partner or manager may choose not to pursue or consummate an investment opportunity for the Client (or may structure an investment in a manner it otherwise would not) notwithstanding that such investment may be attractive for the Client because of the reputational, financial, confidentiality and/or other interests of Clearlake and its affiliates (including the Co-Founders). Diverse Investor Base: The investors in the Clients may include taxable and tax-exempt entities and may include persons or entities domiciled or organized in various jurisdictions and subject to different tax and regulatory regimes. The various types of investors, including those that are advising on a Client’s advisory board, may have conflicting investment, tax and other interests with respect to their investment in the Clients relating to, among other things, the nature of investments made by the Clients, the structuring or the acquisition of investments and the nature and timing of disposition of investments. As a consequence, conflicts of interest may arise in connection with decisions made by the general partner of a Client, including with respect to the nature or structuring of investments, that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. For example, investors may invest in certain investments indirectly through an entity treated as a corporation for U.S. federal income tax purposes (a “Corporation”) rather than through an entity treated as a partnership for U.S. federal income tax purposes. While investing through a Corporation may provide certain tax benefits to certain investors, the investment returns of investors that invest through a Corporation may be less than the investment returns received by other investors. It is also possible that a Client may seek to sell shares of the Corporation in connection with the disposition of an investment, which would likely provide certain benefits to investors participating through the Corporation but may result in total sales proceeds which are lower than such proceeds otherwise would be had the sale not been structured in part as a sale of shares of the Corporation. Nonetheless, in such a case the reduced sales price may be borne by all the investors participating in the investment and not just those investors who participated in the investment through the relevant Corporation. In other circumstances, the acquirer may pay less on a per unit basis for the shares of the Corporation as compared to the underlying assets (and in certain cases the quantum of the reduction may not be specified by the applicable purchaser and may be determined by the Client’s general partner in good faith). In those instances where the acquirer pays less on a per unit basis for the shares of the Corporation, the relevant general partner may nonetheless be entitled to receive the same amount of Carried Interest it would have received had the shares of the Corporation not been sold. Accordingly, the Client’s general partner will have a conflict of interest in circumstances where shares of the Corporation are intended to be sold in determining the quantum of the reduction in sales proceeds attributable due to the sale of shares of the Corporation, as well as whether or not the reduction should be borne solely by the investors participating through the Corporation. In addition, a Client may make investments which may have a negative impact on related investments made by the investors in separate transactions. In selecting, structuring and managing investments appropriate for a Client, the relevant general partner will generally consider the investment and tax objectives of the Client and its partners (and those investors in other investment vehicles managed or advised by Clearlake) as a whole, and not the investment, tax or other objectives of any investor individually. Prospective investors should note that, to the extent members of the Client’s advisory board or the investors in the Client vote on any matter regarding conflicts or otherwise participate in matters involving a vote or action thereby, any such investor in the Client may have an interest in other funds or other Clearlake investment vehicles or provide services (including acting as agents or lenders) to the Client, portfolio companies and investments, Clearlake or other Clearlake investment vehicles and, as a result, may not be motivated to vote solely in accordance with its interests related to the Client. Moreover, such investors are

unrestricted from voting, do not owe the Client or any other limited partners any fiduciary duties, and may affirmatively vote, in a manner that is adverse to the interests of other investors and the Client. Advisory Board: The general partner of certain Clients, typically, Funds, will establish an advisory board which would consist of voting and non-voting members who are associated with certain limited partners unaffiliated with Clearlake, who generally have the ability to review and waive compliance with certain provisions of a Client’s governing documents, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Such limited partners have the potential to disproportionately represent one or more of the vehicles or categories of limited partners comprising a Client. Pursuant to the terms of the governing documents, all limited partners are bound by the determinations of the advisory board, regardless of whether an individual limited partner is represented by a member of the advisory board. The general partner of a particular Client may designate a non-voting member to the advisory board of such Client to act as non-voting chairman of such advisory board. A conflict of interest may exist when some, but not all, investors are permitted to designate a member to the advisory board. Except where the applicable Fund Agreement specifically requires that a matter be brought to the advisory board, the general partner of a particular Client will typically have sole discretion to decide whether to present any potential conflict to the advisory board. In the event that the general partner of a Client consults with the advisory board of such Client as to certain potential conflicts of interest, it could be disadvantageous to the investors, including those investors who do not designate a member to the advisory board. Certain Co-investment Funds that coinvest alongside a Fund will be bound by the waivers of conflicts or other approvals provided by the advisory board of the relevant Fund, provided that the interests of the Co-investment Fund and the Fund are generally aligned with respect to the underlying matter. See also “Investments Alongside Other Clearlake Funds” below. For any transaction requiring consent under the Advisers Act, including consents in connection with conflict transactions or any “assignments” as that term is defined in the Advisers Act, each limited partner will appoint the relevant advisory board as an authorized body to provide such consent on behalf of the limited partners and/or the Client, as applicable. Typically, the advisory board of a particular Client may form one or more subcommittees, any of which may be delegated the authority to approve any matter otherwise allocated to the full advisory board (including, but not limited to, a conflicts committee) as a majority of its members (excluding observers) consider appropriate. The applicable Fund Agreement will typically provide that to the fullest extent permitted by law, none of the members of the advisory board, nor the limited partners of such Client and/or investors in any parallel fund on behalf of whom such members act as representatives, if applicable, shall be liable to any other partner in such Client or such Client for any reason (other than fraud or willful misconduct on the part of such member) or owe any duties (fiduciary or otherwise) to any other investor in such Client in respect of the activities of the advisory board. A Client’s advisory board is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. Furthermore, certain members of the advisory board of a Client are expected to have various business and other relationships with Clearlake (including longstanding investing relationships) and its partners, personnel and affiliates (and may be investors in, and/or serve on similar committees of other Clients or arrangements, including those engaged in transactions with such Client). Advisory board members may include Minority Investors in Clearlake, affiliates of such Minority Investors, or other persons who hold a direct or indirect economic interest in Clearlake and/or its affiliates. Any such member will have economic interests in both the relevant Client and in Clearlake, and these dual interests may create incentives that diverge from those of the Client’s other limited partners. In certain circumstances, the presence of these factors will influence advisory board members to be more aligned with Clearlake and the relevant general partner and favor proposals brought to the advisory board; in other circumstances, these factors will make advisory board members more likely to oppose these proposals. Such limited partners will have interests in other Clients, funds managed by other private equity sponsors, or direct interests in existing or prospective portfolio companies of a Client. To the extent members of the advisory board or limited partners vote on any matter regarding conflicts or otherwise participate in matters involving a vote or action thereby, such limited partners may not vote (and will be exculpated from liability for not voting) solely in accordance with their interests related to the Client and may vote in a manner that is beneficial to such limited partners’ other interests at the expense of the Client. For example, certain advisory board members of one Client will occasionally also be members of the advisory boards of other Clients where they have more substantial investment in a Client and may be required to vote, among other matters, on issues regarding conflicts between a Client, on one hand and another Client on the other hand. Such members are unrestricted from voting and have the potential to affirmatively vote in a manner that is in their own interest and adverse to the interest

of other limited partners and the applicable Client, including where they may benefit from a co-investment opportunity or a position held outside of the Client. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory board, and Clearlake expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A general partner is authorized to appoint limited partners to the advisory board of its Client in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Client or future Client, their perception of a limited partner’s effectiveness on an advisory board, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Client and general partner and other factors. Additionally, it is expected that limited partners who designate representatives to participate on the advisory board may, by virtue of such representation, have more information about the applicable Client and portfolio investments in certain circumstances than other limited partners generally and may be disseminated information in advice of communication to other limited partners generally. Although such limited partners are subject to confidentiality obligations, there is no guarantee that such limited partners will not use information received as a member of the advisory board for purposes unrelated to, and potentially harmful to, the Client. Finally, advisory board members may choose to abstain from voting on certain issues, which means that certain votes and issues could be decided only by non-abstaining members and less than a complete group of advisory board members. Clearlake is permitted to seek the consent of the relevant advisory board to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an advisory board member, or decision made by an advisory board as a whole, will fully represent their individual interests. Effect of Management Fee, Carried Interest and Incentive Allocation: The Management Fee payable by a Client to its manager and the Carried Interest and Incentive Allocation that a general partner of a Client may receive under the Client’s Fund Agreements would not have been established on the basis of an arm’s length negotiation and may affect the determinations of the general partner in various ways. For example, the existence of a general partner’s Carried Interest or Incentive Allocation may create an incentive for the general partner to (i) make riskier or more speculative investments on behalf of the Client than would be the case in the absence of such performance-based compensation and (ii) dispose of the Client’s investments at a time and in a sequence that would generate the most Carried Interest or Incentive Allocation, even though the capital commitment by the general partner to the Client and the “clawback” obligation of the applicable general partner, if any, should tend to reduce these incentives. The Management Fee may incentivize the general partner of a Client to cause such Client to deploy capital, continue to hold an investment longer, or determine that an investment has not suffered an ‘impairment loss’ for a longer period than it may have in the absence of such Management Fee. Management Fee Waiver: The manager of a Client or Clearlake itself is permitted to elect to waive in advance a portion of the Management Fee revenue that would otherwise be due from the Client. As a result of any such waiver, the capital contributions funded by the investors in the Client that would otherwise have been used to fund the payment of such Management Fees are instead invested into one or more of the Client’s investments (such program, the “Management Profits Interest Program”). In connection with the foregoing, the manager of the Client, only in respect of its rights to receive distributions of profits, (the “MPI Entity”), will receive the right to an interest in future distributions of profits, if any, from those investments made or appreciating after such election. This election also allows certain personnel of the manager of the Client or Clearlake to waive a portion of their respective share of future income from the MPI Entity and receive, in lieu of a cash distribution, a profits interest in the Client. Upon realization of such an investment, the MPI Entity or its assignees will generally receive an amount equal to its notional capital contributions in such investment and proportionate profits thereon, but only to the extent of available profits. Available profits will be calculated on a fund-wide basis, rather than investor-by-investor, at the time of distribution, as well as at the end of the applicable Client’s term. The general partner may elect to defer distributions with respect to its notional capital contributions and recoup such amounts from future distributions (subject to any conditions placed at the time of such deferral). The application of the Management Profits Interest Program may create an incentive for the manager of a Client to make riskier or more speculative investments on behalf of the Client than it might otherwise make in the absence of such a program. Furthermore, although management profits interest programs are used extensively across the alternative assets industry, the terms and structure of such programs have become subject to enhanced political, governmental and regulatory scrutiny. This may result in additional administrative expenses or costs for the Client.

Termination Fees: Transaction and monitoring fees are generally established upon the initial consummation of an investment by a Client. The terms of such monitoring fee agreements may provide for a periodic fee which may be fixed or determined based on the performance of the portfolio company and, under certain circumstances (such as an initial public offering or strategic exit), the applicable manager or its affiliates may be entitled to a termination fee with respect to such arrangements. In many cases with respect to the implementation of such arrangements, there is not an independent third-party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest may exist in the determination of any such transaction, monitoring or termination fees and other related terms in the applicable agreement with the portfolio company. Except as set forth in applicable Fund Agreements, the investors in a Client will not receive the benefit of certain fees received by the applicable general partner and its affiliates from portfolio companies in connection with the purchase, monitoring or disposition of investments or in connection with unconsummated transactions (e.g., transaction, directors’, consulting, management, investment banking, closing, topping, break-up and other similar fees). Other Fees: As described under “Fees and Compensation—Transaction-Based Compensation” above, and as set forth in the Fund Agreements of the Clients, Clearlake will receive certain Fee Income. While the receipt of Fee Income creates potential conflicts of interest for Clearlake, a Co-Founder or any of their respective affiliates to pursue certain investments solely for purposes of receiving such Fee Income, the Management Fee offset described in the relevant Fund Agreement should have the effect of mitigating such potential conflict. Clearlake generally has discretion over the receipt of Fee Income and the rate, timing, method and/or amount of such compensation. In most circumstances, Fee Income is not reviewed or approved by an independent third party. In many cases, Fee Income is based on enterprise value or other metrics relating to a portfolio company, and there can be no assurance that the amount of Fee Income charged will be proportional to the amount of hours of work performed on behalf of the portfolio company. If more than one Client has participated or would participate in an unconsummated investment generating Fee Income, then only such portion of such Fee Income that is fairly allocable to the Client based on the nature of the transaction giving rise to such Fee Income will be included in the Management Fee offset applicable to such Client. The Management Fee offset described above shall be reduced by Operating Expenses and the Client’s share (pro rata with any parallel fund) of broken deal expenses that the applicable general partner or its affiliates had elected to advance instead of calling capital to the extent that such expenses have not already been applied to such Management Fee reduction amount. Thereafter, the amount of Fee Income allocated to a Client (after any reductions pursuant to the foregoing sentence) will be applied to reduce the Management Fee of the Management Fee-bearing investors in the manner described in the relevant Fund Agreement. Fee Income that is not allocated to a Client will not be applied to reduce the Management Fee otherwise payable by the Client and its Management Fee-bearing investors. Certain fees will be allocated to co-investors that invest alongside a Client (including co-investment vehicles managed by Clearlake, Service Providers, third parties, current or former portfolio company management or employees, sellers or members of management that have rolled their interest or reinvested proceeds in the relevant portfolio company and/or other owners). Such fees will be allocated to Clearlake but not to such Client and will not constitute “Fee Income” and therefore will not result in reductions or offsets to the Management Fee. In addition, whether Broker Dealer Fees will be considered Fee Income and result in reductions or offsets to the Management Fee will be determined in accordance with the governing documents of each applicable Client. In certain circumstances, such as those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, Clearlake reserves the right to accrue, defer or forego payments of Fee Income. In such cases, in accordance with the governing documents, investors will not receive the benefit of Management Fee offsets with respect to such amounts until they are actually received. Even in circumstances where Fee Income would be completely offset against Management Fees under the governing documents, Clearlake’s receipt of Fee Income when due from portfolio companies provides a benefit to Clearlake in that it generally results in earlier availability of such amounts relative to Management Fee due dates. In accordance with the governing documents, investors will not receive interest or other compensation for the time period between Fee Income receipt and the later date of offset of the relevant amounts (if any) against the relevant Management Fees. In connection with the sale of (or certain other events at) a portfolio company, while Clearlake intends to timely distribute the amounts owed to investors and/or the relevant Client(s), Clearlake reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Client(s). Such amounts generally are not subject to any pre-defined limits in the applicable governing documents, transaction agreements or any of Clearlake’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Client(s) will be monitored by Clearlake personnel on an ongoing basis.

Clearlake will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Client(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Client, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Fund’s carried interest arrangements unless and until they are used to make an investment or pay expenses or other liabilities. To the extent these amounts do not accrue a preferred return, or are not reflected in the relevant Client’s performance figures, Clearlake expects to have incentives to continue to hold the amounts for extended periods. Consultants and Senior Advisors: Clearlake, the Clients and/or their respective portfolio companies or issuers will retain certain consultants and advisors (including entities formed for the benefit of such persons and/or to facilitate the provision of their services), including, without limitation, individuals who act as an officer of or in an active management role at any portfolio company or issuer, industry executives, advisors, consultants, operating executives, senior operating advisors, subject matter experts or other persons acting in a similar capacity employed by Clearlake (including, without limitation, Operating Advisors and other members of Clearlake’s Executive Council), in each case, to conduct due diligence, provide industry analysis, and provide ongoing consulting services to the Client and/or such portfolio companies or issuers. Subject to any Management Fee offset described under “Fees and Compensation—Transaction-Based Compensation” above, the costs and expenses of such dedicated consultants and advisors will be borne by a Client, or its manager, portfolio companies or issuers and will not constitute Fee Income and in such circumstances will not be subject to any Management Fee offset. Such consultants and advisors are also expected to provide services to Clearlake, the Other Accounts and their respective portfolio companies or issuers, in which case the costs and expenses of such services will be allocated in accordance with the services provided, and if more than one such entity benefits from a particular service, the costs and expenses of such service will be allocated among them in an equitable manner. Such compensation could take the form of guaranteed minimums, grants of equity or other incentive compensation arrangements by portfolio companies or issuers. To the extent that consultants are paid retainers or guaranteed minimum compensation amounts, there is the possibility that certain portfolio companies or Clients will bear a greater share of such compensation due to the utilization of the consultant’s services at a time when fewer portfolio companies or Clients make use of such consultant. For administrative convenience, Clearlake may retain such consultants and advisors for the benefit of a Client, the Other Accounts and/or their respective portfolio companies or issuers and obtain reimbursement from such Client, the Other Accounts and/or their respective portfolio companies or issuers, as applicable. Under many of these arrangements, including where consultants or advisors are paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or written work product generated by consultants and advisors. The consultants and advisors engaged by the Clients and/or their respective portfolio companies or issuers should be expected to change over time, and the use of operating partners and advisors is expected to fluctuate and/or expand over time. Such consultants and advisors are expected to include former personnel of Clearlake or certain portfolio companies, and in some circumstances former consultants and advisors are expected to become Clearlake personnel or personnel of portfolio companies. Consequently, the determination of whether individuals are consultants or advisors is expected to vary and/or be revisited, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that Clearlake otherwise would be required to bear. Portfolio Company Relationships: A Client’s portfolio companies may be counterparties or participants in agreements, transactions, or other arrangements with other portfolio companies of such Client, Other Accounts or other Clearlake affiliates that, although Clearlake determines to be consistent with the requirements of such Clients’ Fund Agreements, may not have otherwise been entered into but for the affiliation with Clearlake, and which may involve fees and/or servicing payments to Clearlake or its affiliates that are not subject to the Management Fee offset provisions described herein. For example, Clearlake may in the future cause portfolio companies to enter into agreements regarding group procurement, benefits management, data management and/or mining, technology development, purchase of title and/or other insurance policies (which may be pooled across portfolio companies and discounted due to scale) and other similar operational initiatives that may result in fees, commissions or similar payments and/or discounts being paid to the applicable manager or its affiliates, or a portfolio company, including related to a portion of the savings achieved by the portfolio company. Moreover, Clearlake, the applicable manager and their affiliates are often eligible to receive favorable terms for procurement due in part to the involvement of a Client’s portfolio companies in such arrangements, and any discounted amounts will not be subject to the Management Fee offsets or otherwise shared with the relevant Clients. In addition, portfolio companies of Other Accounts may do business with, support, or have other relationships with competitors of a Client’s portfolio companies, and in that

regard, investors should not assume that a company related to or otherwise affiliated with Clearlake will only take actions that are beneficial to or not opposed to the interests of such Client and its portfolio companies. Moreover, in connection with seeking financing or refinancing of portfolio companies and their assets, it may be the case that better financing terms are available when more than one portfolio company provides collateral, particularly in circumstances where the assets of each portfolio company are similar in nature. As such, rather than seeking such financing or refinancing on its own, a portfolio company of a Client may enter into cross-collateralization arrangements with another portfolio company of such Client or portfolio companies of one or more Other Accounts (other than with any of the Opportunities Funds). While Clearlake would expect any such financing arrangements to generally be non-recourse to the Client and Other Accounts, as a result of any cross-collateralization, the Client could also lose its interests in otherwise performing investments due to poorly performing or non-performing investments of Other Accounts. It is also possible that a counterparty, lender or other unaffiliated participant in a transaction or relationship with respect to a particular portfolio company requires or desires facing a group of portfolio companies, which may result in (i) any portfolio company of a Client or a portfolio company of an Other Account being solely liable with respect to its own and such third party for such other Client’s portfolio company’s share of the applicable obligation and, therefore, being required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness and/or (ii) any of the Client’s portfolio companies and such Other Account’s portfolio companies being jointly and severally liable for the full amount of such applicable obligation or liable on a cross-collateralized basis on an investment-by-investment or portfolio wide basis, in each case which may result in the Client’s portfolio companies and such Other Account’s portfolio company entering into a back-to-back or other similar reimbursement agreement. Clearlake Personnel as Directors of Portfolio Companies or Issuers: Conflicts of interest will arise because Clearlake personnel serve as directors of certain of a Client’s portfolio companies or issuers or other legal entities in which the Client has invested. In instances where the Client is not the sole shareholder of the applicable portfolio company or issuer or other legal entity, in addition to any fiduciary duties that such Clearlake personnel owe to the Client, as directors of portfolio companies or issuers or other legal entities, such Clearlake personnel generally owe fiduciary duties to the shareholders of the portfolio companies or issuers or other legal entities and to persons other than the Client. In addition, such Clearlake personnel may serve as directors of, and owe fiduciary duties to the shareholders of, more than one portfolio company or issuer or other legal entity in the same industry. In general, such director positions are often important to the Client’s investment strategy and may have the effect of enhancing the ability of Clearlake personnel to manage investments. However, such positions may place Clearlake personnel in a position where they must make a decision that is either not in the best interests of the Client or not in the best interests of the shareholders of a portfolio company or issuer or other legal entity. Should Clearlake personnel make a decision that is not in the best interest of the shareholders of a portfolio company or issuer, such decision may subject the general partner and the manager of the applicable Client, the Clearlake Affiliates and/or the applicable Client 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 addition, because of the potential conflicting fiduciary duties, the manager of a Client may be restricted in choosing investments for the Client, which could negatively impact returns received by the Client. Representing Creditors and Debtors: The general partner and the manager of a Client and their affiliates may represent creditors or debtors in proceedings under relevant bankruptcy or insolvency codes or prior to such filings. The manager and its affiliates are permitted to serve as advisor to creditor or equity committees. This involvement, for which the manager and their affiliates may be compensated, may limit or preclude the flexibility that the Client may otherwise have to participate in restructurings, or the Client may be required to liquidate any existing positions of the applicable issuer. Investments Alongside Other Clearlake Funds: Certain Clients are expected to co-invest with Other Accounts (including co-investment or other vehicles in which Clearlake or its personnel invest and that co-invest with Other Accounts) in investments that are suitable for both such Client and Other Accounts. Even if the Client, such Other Account and/or co-investment or other vehicles invest in the same securities, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Client and/or such Other Account may not be the

same. Additionally, the Client and/or such Other Account may have different expected termination dates and/or investment objectives (including target return profiles) and Clearlake, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities. Subject to the applicable governing documents, certain Co-Investment Funds that co-invest alongside a Fund will be bound by the waivers of conflicts or other approvals provided by the advisory board of the relevant Fund, provided that the interests of the Co-Investment Fund and the Fund are generally aligned with respect to the underlying matter, as determined by the relevant general partner in its reasonable discretion. This leads to conflicts of interest because the investors of the Co-Investment Funds will not have the ability to provide their own approval or consent with respect to a matter, and there is no assurance that the interests of the individual investors and the Co-Investment Fund, on the one hand, and the Fund, on the other hand, will necessarily align on all issues related to the matter. Moreover, while Clearlake will generally seek to use reasonable efforts to avoid cross-guarantees and other similar arrangements, it is possible that a counterparty, lender or other unaffiliated participant in such transaction requires or desires facing only one fund entity or group of entities, which may result in (i) any of the Client and/or such Other Account (including co-investment vehicles formed for third-party investors and/or Clearlake personnel) being solely liable with respect to its own and such third party for such other funds’ or vehicles’ share of the applicable obligation and/or (ii) any of the Client and/or such Other Account and/or vehicles being jointly and severally liable for the full amount of such applicable obligation, in each case which may result in the Client and/or such Other Account entering into a back-to-back or other similar reimbursement agreement. In such situations, it is not expected that any of the Client and/or such Other Account would be compensated (or provide compensation to the other) for being primarily liable vis-à-vis such third-party counterparty. Furthermore, as a result of the incurrence of indebtedness on a joint and several or cross-collateralized basis, the Client may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. To the extent a Client holds or acquires securities or instruments that are different (including with respect to their relative seniority) than those held or acquired by such Other Accounts, Clearlake and its affiliates may be presented with decisions when the interests of the two funds are in conflict. In that regard, actions may be taken for the Other Accounts that are adverse to the Client. In addition, it is possible that in a bankruptcy proceeding a Client’s interest may be subordinated or otherwise adversely affected by virtue of such Other Accounts’ involvement and actions relating to its investment. Furthermore, where multiple Clients invest or consider investments in the same company at different times, the first Client to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Clients (whether in the same or different strategy than the first Client); similarly, to the extent a transaction does not proceed, the first Client to invest typically will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Clients could or would have invested in the company in potential future transactions. It is possible that a Client or Other Account will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Client or Other Account. Transactions with Potential and Actual Investors and Co-Investors: Prospective investors should note that Clearlake and its affiliates are permitted to engage in transactions with prospective and actual investors and coinvestors that entail business benefits to such investors. Such transactions may be entered into prior to, or coincident with, an investor’s admission to a Client (or commitment to co-invest) or during the term of their investment. The nature of such transactions can be diverse and may include benefits relating to the Client, Other Accounts and their respective portfolio companies. Examples include the ability to co-invest alongside the Client and Other Accounts, investments in Other Accounts, sales of companies to investors and recommendations to underwriters for allocations in initial public offerings or loans to co-investors (or joint venture partners) by Clearlake or Other Accounts. Personnel: Clearlake may hire short-term or long-term personnel (or interns or consultants) who are relatives of or are otherwise associated with an investor, portfolio company or a Service Provider. Although reasonable efforts are made to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee that Clearlake can control for all such potential conflicts of interest, and there may continue to be an ongoing appearance of a conflict of interest. For example, certain personnel and other professionals of Clearlake have family members or relatives that are actively involved in the private equity industry and/or have business, personal, financial or other relationships with companies in the private equity industry (including the investment banks, advisors and

service providers described above), which gives rise to potential or actual conflicts of interest. For example, such persons might be personnel, officers, directors or owners of companies or assets which are actual or potential investments of a Client or other counterparties of the Client and its portfolio companies and/or assets. Moreover, in certain instances, the Client or its portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with, companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. In most such circumstances, the applicable Fund Agreement will not preclude the Client from undertaking any particular investment activity and/or transaction. To the extent Clearlake determines appropriate, conflict mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by the applicable general partner. Transfers of Fund Interests. The relevant general partner also generally has authority under the governing documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Funds. The relevant general partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The general partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the general partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant general partner similarly expects to use its discretion to select limited partners from whom it will acquire Client interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Client interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Client. Valuation Matters: The fair value of all investments or of property received in exchange for any investments will be determined by Clearlake in accordance with Clearlake’s valuation policies and procedures pursuant to the applicable Fund Agreement. Accordingly, the carrying value of an investment may not reflect the price at which the investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. The valuation of investments will affect the amount and timing of the applicable general partner’s Carried Interest and, under certain circumstances, the amount of Management Fees payable to the applicable manager. As described above in “Effect of Management Fee and Carried Interest”, the general partner retains discretion with respect to determining that an investment has suffered an impairment loss that would result in such investment being removed from the Management Fee calculation. Valuations are subject to determinations, judgments and opinions and other third parties or investors may disagree with such valuations, including what constitutes a significant decline and whether value can be recovered before the expiration of the term of a Client. Methodology and criteria used to determine the valuation of an investment and whether it has suffered an impairment loss can be applied differently depending on the particular facts and circumstances of the investment in the relevant general partner’s good faith discretion. The valuation of investments may also affect the ability of Clearlake to raise a successor fund to the Client. As a result, there may be circumstances where Clearlake is incentivized to determine valuations that may be higher than the actual fair value of investments. Where EU private credit Funds and U.S. Funds hold the same or similar private credit assets, the application of differing accounting frameworks — amortized cost under IFRS 9 for EU private credit Funds and the discounted cash flow methodology ("DCF") under GAAP for U.S. Funds — may result in the same investment carrying materially different values across affiliated advisory clients. This divergence is a function of the applicable regulatory and accounting requirements governing each Fund, not a product of differing assessments of intrinsic asset quality. For performing assets, such differences are expected to be immaterial; at the aggregate fund level, differences attributable to non-performing assets have been immaterial; however, individual non-performing asset differences may be material and there can be no assurance that aggregate differences will remain immaterial in all future periods. This differential creates potential conflicts of interest in connection with investment-level decisions that may affect valuations in one Fund relative to another. For example, where a private credit asset is classified as non-performing under the EU private credit Fund's credit monitoring framework, the application of an expected credit loss adjustment may result in a lower amortized cost value than the DCF valuation applicable to the same asset in a U.S. Fund. Clearlake's decision-making with respect to such assets — including the timing of credit rating changes, the magnitude of expected credit loss

adjustments, and the timing and manner of any disposition — may affect the relative valuations across affiliated clients in ways that benefit one Fund over another. Clearlake has engaged independent third-party valuation providers to mitigate this conflict; however, there can be no assurance that this will eliminate all potential for conflict. The governing documents provide Clearlake with wide-ranging authority to make determinations, including those related to investment purchases and dispositions, valuation and other matters, such as the cessation of the relevant Fund investment period and the later commencement of a successor Fund (including timing determinations relating to each of the foregoing) that in each case have the potential to affect Clearlake’s compensation. In making such determinations, Clearlake is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for Clearlake or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s Management Fee and Carried Interest compensation arrangements. The nature of any compound preferred return in a Fund’s carried interest arrangements provides incentives for the relevant general partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions and recapitalizations. Clearlake expects to be incentivized to cause a Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are Impaired Value Investments) in order to receive greater ongoing Management Fees and, potentially, earlier and/or larger Carried Interest distributions than would otherwise be the case. Where the Management Fee is calculated taking into account the valuation of an investment, Clearlake will have incentives to make determinations that result in the continued payment of, or a higher, Management Fee. Where the governing documents do not require Management Fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, Clearlake is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Management Fees will include the value of capitalized Fee Income, expenses, costs or other amounts relating to unrealized investments, including such amounts payable or reimbursable to Clearlake and its affiliates. Clearlake and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. These incentives run counter to Clearlake’s incentives to reduce the amount of fees, expenses and costs borne by the Clients’ investments in light of the effect of these amounts on the Clients’ carried interest calculations. Additionally, the amount of carried interest owed to the relevant general partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the relevant general partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is or is no longer an Impaired Value Investment, within the requirements of the relevant governing documents. Clearlake’s wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by the relevant general partner or its affiliates in valuing an investment, determining whether an investment is an Impaired Value Investment, or in determining an investment is no longer an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the relevant general partner’s determination that an investment is or is no longer an Impaired Value Investment, and except as set forth in the governing documents, neither the general partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the Client’s holding period. The general partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the governing documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of Clearlake’s compensation is dependent in part on an investment’s status as an Impaired Value Investment, the relevant general partner faces potential conflicts of interest in determining whether an investment meets, continues to meet, or is determined to no longer meet, the relevant criteria. Although Clearlake intends to operate in accordance with the governing documents, as well as its valuation policies and procedures, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Insurance: Clearlake will cause a Client to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for, insurance to insure the Client, the applicable general partner,

the applicable manager, Clearlake and/or their respective directors, officers, personnel, agents, representatives, members of the advisory board and other indemnified parties, against liability in connection with the activities of the Client. This includes a portion of any premiums, fees, costs, and expenses for one or more “umbrella” or other insurance policies maintained by Clearlake that cover the Client, Other Accounts, the applicable general partner, the applicable manager and/or Clearlake (including their respective directors, officers, personnel, agents, representatives, members of the advisory board and other indemnified parties). Clearlake will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among the Client, Other Accounts, the applicable general partner, the applicable manager and/or Clearlake on a fair and reasonable basis, in its sole discretion, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in the Client bearing less (or more) premiums, fees, costs, and expenses for insurance policies. Participation in Co-Investments: Prospective investors should note that while Clearlake is permitted to offer co-investment opportunities in its sole discretion, it is not expected to offer co-investment with respect to all investments made by a Client. Moreover, transaction-specific returns, and an investor’s overall returns from its exposure to the Client’s investments, can be affected significantly by the extent to which investors are offered and choose to participate in co-investment opportunities. Clearlake reserves the right to present co-investment opportunities to certain investors and other third-party potential co-investors at any time and with respect to any particular co-investment opportunity, at different times. Thus, one or more investors and/or other third-party potential co-investors could have a longer period of time to evaluate a co-investment opportunity relative to other potential coinvestors being offered the same opportunity. In addition, Clearlake officers, personnel, advisors, operating executives, and affiliates are permitted to co-invest with a Client. There could be circumstances where an amount that would have otherwise been invested by a Client is instead offered to co-investors (e.g., due to a determination by Clearlake’s investment committee that allocating such portion to co- investors is in the Client’s best interests, for instance in order to increase diversification), which can be expected to include, without limitation, Clearlake-related funds, accounts or vehicles, Clearlake officers, personnel, advisors, operating executives and affiliates or third parties, and there is no guarantee for any investor that it will be offered any co-investment opportunities. In certain cases, determinations to allocate such amounts or investment opportunities to vendors or service providers will be made prior to the determination of the availability of opportunity for other coinvestors, and as such generally will decrease the amount of co-investment opportunities available. As a general matter, in determining the allocation of discretionary co-investment opportunities, Clearlake generally expects to take into account various facts and circumstances it deems relevant. Such factors are likely to include, among others, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, whether a potential co-investor has a history of participating in co-investment opportunities with Clearlake, the size of the potential coinvestor’s interest to be held in the underlying portfolio company as a result of the Client’s investment (which is likely to be based on the size of the potential co-investor’s capital commitment and/or investment in the Client), the timing of the limited partner’s commitment to the Client, the existence of accounts or vehicles formed to co-invest in investments across all or a portion of the Clearlake platform (whether or not formed in connection with the admission of an investor to the Client), whether the potential co-investor has demonstrated a long-term and/or continuing commitment to the potential success of Clearlake, the Client, or other funds or co-investments, the overall size of a co-investor’s commitments to Clients, vehicles and accounts, the expected amount of negotiations required in connection with such co-investor’s commitment, Clearlake’s own interests and such other factors that Clearlake deems relevant under the circumstances. With respect to allocations influenced by Clearlake’s own interests, there may be a variety of circumstances where Clearlake will be incentivized to afford co-investment opportunities to co-investors rather than allocating an investment opportunity to the relevant Client. For example, depending on the fee structure of the portfolio company that is the subject of the co-investment, if any, Clearlake will be economically incentivized to offer such co-investment opportunity to co-investors since the portion of any Fee Income paid to Clearlake or any of its affiliates and allocable to such co-investors’ participation in such portfolio company will be retained by Clearlake and not offset the Management Fee. A portion of such co-investment opportunities may also be offered to consortiums of private equity investors. Prospective investors should also note that, except as may be otherwise agreed in advance with an investor, investors are not required to participate in co-investments offered by the applicable general partner. The allocation of co-investment opportunities will in many or all cases involve a benefit to Clearlake including, without limitation, fees or carried interest from the co-investment opportunity, capital commitments to the Client and capital commitments to other Clients. There can be no assurances with respect to the amount of any investment opportunity that will be allocated to the Client. In addition, co-investors generally will not share in broken deal

expenses (all of which are expected to be borne by the Client, even if a portion of such investment would have been or was offered for co-investment). Holding Period Requirements for Long-Term Capital Gain: Non-corporate U.S. persons (including the owners of the general partners of the Clients) are subject to U.S. federal income tax on long-term capital gain at rates that are substantially lower than the rates applicable to ordinary income or short-term capital gain. In general, gain from the disposition of an investment of a Client held for more than one year will be treated as long-term capital gain. Under U.S. federal tax legislation enacted into law on December 22, 2017, however, gain in respect of the Carried Interest and/or Incentive Allocation to which the general partners of the Clients are entitled will be treated as shortterm capital gain unless the applicable Client’s holding period in the relevant investment is for more than three years. This creates potential for conflicts of interest between the relevant general partner and limited partners. For example, the relevant general partner could cause the relevant Client to borrow more frequently, in greater amounts, or for longer periods; hold investments for longer than it would absent adverse tax consequences to the general partner from a shorter holding period; or waive or defer the distribution or allocation of carried interest to the general partner, potentially changing the character or amount of income allocated to limited partners. Side Letters: Clearlake and/or its affiliates reserve the right to enter into side letters with certain investors in a Client providing such investors with different or preferential rights or terms, including, but not limited to, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of Clearlake’s compensation), information rights, specialized reporting, priority coinvestment rights or targeted co-investment amounts, rights to serve on a Client’s advisory board, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, investment pacing restrictions, as well as economic procedural and other terms, many of which will not be subject to the “most-favored nation” provisions of a Client’s governing documents. Clearlake is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Client or the timing thereof, the ability of a limited partner to provide sourcing or other services to Clearlake, its affiliates and personnel or the Clients, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to Clearlake, its affiliates and personnel, or the Clients). Further, side letters are expected to relate to strategic relationships under which an investor agrees to make commitments to multiple Clients. Except in the circumstances and on the timing required by the relevant governing documents, other investors will not receive disclosure of side letters or related provisions, and as a general matter, the other investors have no recourse against a Client, Clearlake, the relevant general partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such side letters. Side letters subject Clearlake to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Client’s advisory board results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Client or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or non-participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Although Clearlake believes it to be unlikely, excuse or other rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Client have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the general partner on behalf of the relevant Client as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the governing documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant Client. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or

pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Client. Insurance Coverage: Although the governing documents generally contain broad exculpation and indemnification provisions, Clearlake will not interpret such provisions to constitute a waiver of any person’s nonwaivable federal fiduciary duties to the relevant Client under the Advisers Act. The relevant liability standards under insurance coverage procured by Clearlake are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverage is expected to vary from relevant liability and/or indemnity standards in the Clients’ governing documents. Investors generally will be responsible for insurance premiums, as set forth in the relevant governing documents, regardless of whether the liability and/or indemnity standards in Clearlake’s insurance coverage are higher or lower than that set forth in the relevant governing documents. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from the general partner’s appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Client. Conflicts of Interests between Levered Fund Vehicles and Unlevered Fund Vehicles: Clearlake may, within a Fund, establish fund vehicles (“Fund Vehicles”) that may employ an asset-based or other leverage facility to enhance the returns on the underlying portfolio assets. Should such levered Fund Vehicles be formed, there may be situations in which Clearlake and its affiliates may make different and potentially conflicting decisions on behalf of the unlevered Fund Vehicles, on the one hand, and the levered Fund Vehicles on the other hand, due to the use or prospective use of leverage by the relevant Fund Vehicle(s), including as a result of debt covenants or cash flow requirements of the lender. In the event of a default by the levered Fund Vehicles (or their subsidiaries) under the leverage facilities, the lender could potentially have the right to assume the levered Fund Vehicles’ (or their subsidiaries’) position in an investment, which may have a material adverse impact on both the levered Fund Vehicles and the unlevered Fund Vehicles. In addition, Clearlake could have significant discretion in determining, among other things, (a) the amount of leverage ultimately used by the levered Fund Vehicles and (b) the investment proportions as between the levered Fund Vehicles and the unlevered Fund Vehicles. Subject to legal, tax, accounting, regulatory and other considerations, in the event that levered Fund Vehicles are set up, the levered Fund Vehicles and the unlevered Fund Vehicles will generally invest side-by-side in investment opportunities, provided that Clearlake anticipates that the levered Fund Vehicles would likely receive a greater weighting of investment allocations as between the levered Fund Vehicles, on the one hand, and the unlevered Fund Vehicles, on the other hand, as a result of the availability and use of long term, investment leverage by the levered Fund Vehicles, and that proportion between the levered Fund Vehicles and the unlevered Fund Vehicles will be subject to adjustment by Clearlake in its sole discretion in respect of future investments to reflect available and/or anticipated capital (including such investment leverage). However, Clearlake does not intend to take into account such leverage when adjusting investment proportions as between the levered Fund Vehicles and the unlevered Fund Vehicles prior to the incurrence of such leverage. There can be no assurance that any of the foregoing conflicts would be resolved in favour of the levered Fund Vehicles and/or the unlevered Fund Vehicles. It is also possible that the investors in the levered Fund Vehicles would exhaust their undrawn commitments earlier than investors in the unlevered Fund Vehicles, or vice versa, which could for example lead to the levered Fund Vehicles and the unlevered Fund Vehicles participating in different proportions in any followon investment opportunities compared to the original investment and the corresponding dilution of the entity that is participating to a lesser extent. Additional Potential Conflicts: Clearlake officers, directors, members, managers and personnel are permitted to trade in securities for their own accounts, subject to restrictions and reporting requirements as may be required by law or otherwise determined by Clearlake, as applicable. For the avoidance of doubt, a Client is permitted to sell investments to any third party, including investors in the Client, other investment vehicles managed or sponsored by Clearlake and investors in any such vehicles.

Selection of Broker-Dealers Clearlake’s objective in selecting brokers and dealers and in effecting portfolio transactions is to seek to obtain the best combination of price and execution on transactions effected for Clients. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this decision, but a number of other judgmental factors will be considered as they are deemed relevant. These factors include, but are not limited to, Clearlake’s knowledge of negotiated commission rates and spreads currently available; the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the markets for the security or instrument to be purchased or sold; the desired timing of the trade; the activity existing and expected in the market for the particular security or instrument; confidentiality; the execution, clearance, and settlement capabilities as well as the reputation and perceived soundness of the broker or dealer selected and other brokers or dealers considered; Clearlake’s knowledge of actual or apparent operational problems of any broker or dealer; the broker’s or dealer’s execution services rendered on a continuing basis and in other transactions; the reasonableness of spreads or commissions; and the research services and products furnished by the broker or dealer, if any. In seeking to obtain best execution, Clearlake generally will not seek in advance competitive bidding for the most favorable commission rate or spread applicable to any particular portfolio transaction or to select any broker or dealer on the basis of its purported or “posted” commission rate. Clearlake will endeavor to be aware of the current level of the charges of eligible brokers or dealers and to minimize the expense incurred for effecting portfolio transactions to the extent consistent with the interests and policies of its accounts. Although Clearlake generally seeks competitive commission rates and dealer spreads, it will not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker or dealer involved and would thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. Research and Soft Dollar Arrangements Clearlake does not generally have any soft dollar arrangements with any brokers whereby Clearlake can direct a broker to pay for external research services from a soft dollar account, however, subject to the following sentences, it is possible that a broker will (or will seek to) provide soft dollar benefits to Clearlake. No member, officer, director (or other person occupying a similar status or performing similar functions) or personnel of Clearlake, or any other person who provides investment advice on behalf of Clearlake and is subject to the supervision and control of Clearlake, may agree with a broker to engage in soft dollar transactions without the express permission of the CCO. If and to the extent that Clearlake has any soft dollar arrangements, any such arrangement will be in compliance with Section 28(e) of the Exchange Act. Trade Aggregation Clearlake has established allocation and aggregation procedures for the allocation of portfolio investment transactions among the Clients. To the extent possible, Clearlake will generally place a combined order for two or more Clients it manages engaged in the sale of the same security if, in its good faith determination, joint execution would be consistent with its duty to seek best execution and otherwise in the best interest of the Clients.

Reports to Clients The general partners of each Client generally distribute quarterly and annual written reports to the Client’s respective limited partners in accordance with the applicable Fund Agreements, and any letter agreements executed with investors in the Clients. Annual reports generally contain an individual capital account statement as of the end of such fiscal year and the audited financial statements of the Client. The quarterly reports generally contain unaudited financial statements of the Client for the fiscal quarter. In addition to general Client reporting, Clearlake expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a side letter or in response to diligence or other requests).

It is Clearlake’s policy to cause each Client with assets over which Clearlake is deemed to have “custody” to

(i) be audited annually and distribute audited financial statements, prepared in accordance with GAAP and/or IFRS to investors no later than 120 days after the end of each fiscal year. In addition, upon the final liquidation of any such Client, Clearlake will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP and/or IFRS with respect to such Client to all investors promptly after completion of the audit; or (ii) have such Client’s assets held by a qualified custodian that will directly distribute quarterly account statements to investors and engage an independent public accountant to conduct an annual surprise audit with respect to such assets.

Clearlake’s investment decisions and advice with respect to the Clients are subject to each Client’s Fund Agreements or other equivalent Client governing agreement, and any letter agreements executed with investors in the Clients.

Clearlake reviews each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of the applicable Client. As a result, depending on the Client’s particular circumstances, Clearlake may vote one Client’s securities differently than it votes those of another Client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, Clearlake may determine that it is in the Client’s best interest for Clearlake to “abstain” from voting or not to vote at all, and will do so accordingly. Prior to exercising its voting authority, Clearlake reviews the relevant facts and circumstances in accordance with the Advisers Act and determines whether or not a material conflict of interest may arise due to business, personal or family relationships of Clearlake, its Co-Founders, its personnel and with persons having an interest in the outcome of the vote. When a proxy raises material conflicts of interests, Clearlake will determine the manner in which such proxy should be voted to achieve the best interests of the particular Clients. Clearlake may, at its discretion, (A) disclose the conflict of interest to the applicable Client’s advisory board or investors, as the case may be, in voting such security, and seek the advice of the applicable Client’s advisory board, or investors, as the case may be, in voting such security and possibly defer to such voting recommendation; (B) consult with an outside Service Provider for a recommended course of action to be presented to Clearlake for its approval; and/or (C) take such other action in good faith (in consultation with Clearlake’s outside legal counsel) which would serve the best interests of such Client. As is typical in private equity investing, Clearlake generally approves one or more of its personnel to act as representatives on the board of directors of portfolio companies or issuers on behalf of the Clients. As noted herein, a number of Clearlake’s investment professionals serve as board members of the Clients’ public and private portfolio companies or issuers in such representative capacity. Clearlake does not consider service on portfolio company boards by Clearlake personnel or Clearlake’s receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies or issuers. In situations where Clearlake votes the proxy for a company in which personnel of Clearlake serve on the board of directors, Clearlake will seek to vote the proxy in a manner consistent with its Proxy Voting Policies and Procedures. Clearlake will deliver to each investor of a Client, upon written request, a complete copy of its Proxy Voting Policies and Procedures and/or information on how it voted proxies for the applicable Client.