Northstar Capital: investment adviser

(“NDL”) Collectively the private investment funds are referred to as “Northstar Clients”. Hereinafter SBIC LP and SBIC II LP may be referred to together as (“SBIC Funds”). The SBIC Funds operate as leveraged small business investment companies under the Small Business Investment Act of 1958, as amended, and the rules and regulations thereunder and interpretations thereof promulgated by the SBA, as in effect from time to time (the “SBIC Act”). The Client’s General Partners, in their discretion, can invite Investors to participate individually in Portfolio Company investments alongside the Northstar Clients (“Co-Investment”). ITS/Sprinturf Investment, LLC was a private investment Client established to allow co-investment along with NMP VII in one of NMP VII’s portfolio company investments. The Northstar Clients are pooled investment vehicles operating as closed-end private investment funds (in this Brochure, investors in a Northstar Client may be referred to as “Investors” or “Limited Partners”). The Northstar Clients, together with any other investment Clients or vehicles sponsored or managed by Northstar in the future, are referred to in this Brochure as (“Clients”). In connection with providing investment advisory services to each Client, the Client’s General Partner appoints Northstar as investment manager pursuant to an investment management agreement between Northstar and the Client (the “Management Agreement”). The General Partner for each of the Northstar Clients are as follows:

NMP VI is Northstar VI GP, LLC (“VI GP”) NMP VII is Northstar VII GP, LLC (“VII GP”) NMP VIII is Northstar VIII GP, LLC (“VIII GP”) SBIC LP is Northstar SBIC GP, LLC (“SBIC GP”) SBIC II LP is Northstar SBIC II GP, LLC (“SBIC II GP”) ITS is a member managed LLC and has not entered into an investment management agreement with Northstar. NDL is Northstar Direct Lending GP, LLC (“NDL GP”)

Hereinafter VI GP, VII GP, VIII GP, SBIC GP, SBIC II GP and NDL GP each individually, or together as a group, will be referred to as “Collective GP’s”. The Collective GP’s are not required to register as an investment adviser with the SEC because they rely on Northstar’s registration with the SEC. Further, all persons acting on behalf of the Collective GP’s are subject to the supervision and control of Northstar and are deemed “persons associated with”

Northstar as that term is defined in the Advisers Act. Consequently, the Collective GP’s advisory activities are subject to the Advisers Act, and subject to examination by the SEC. Northstar offers advice on portfolio investments that fall within each respective Client’s investment strategy and objectives as described in its private placement memorandum, limited partnership agreements (“LPA’s”), limited liability company agreements, subscription agreements or other documents. All such documents, either individually or collectively, will be referred to as Governing Documents. With respect to the Clients, Northstar generally seeks to make investments in junior capital or subordinated debt instruments purchased in conjunction with equity instruments in growth-oriented, niche-dominant, lower middle market companies with stable cash flows and strong historical financial results (“Portfolio Companies”). These investments will normally be made to support buyouts, recapitalizations, acquisitions or internal growth. The investments for certain Clients incorporate sustainable investing principles as described in the Governing Documents for the respective Client. Northstar does not offer any other type of advisory services other than management of investments for Northstar Clients and providing CoInvestment opportunities. Northstar has full discretionary authority with respect to the investment decisions of its clients; however, it provides advice in accordance with the investment objectives and guidelines set forth in each Client’s Governing Documents. Northstar does not have discretion with respect to Co-Investments. Client investments are subject to certain diversification and geographic limitations, as well as restrictions on acquiring interests in pooled investment vehicles, and making investments in Portfolio Companies operating in certain industries. The Collective GP’s, as General Partners of the Clients, may enter into, and have entered into, side letter agreements (“Side Letters”) with specific Investors. Side Letters can create preferences or benefits not available to other Investors, such as further investment restrictions on Governing Documents or additional reporting requirements. Side Letters are disclosed only to those Investors that have separately negotiated with the applicable GP to review such agreements. A Collective GP, at its discretion, will decide if a side letter is reasonable and appropriate. The Collective GP’s invest capital in an amount equal to at least 1% of the total capital commitments of the Limited Partners of the Client as mandated in each Limited Partnership Agreement (“LPA”). As of December 31, 2025, Northstar’s regulatory assets under management are $1,020,847,285 with $1,020,459,771 managed on a discretionary basis and $387,514 managed on a non-discretionary basis.

Management Fees are payable on a quarterly basis at the beginning of each calendar quarter. Carried Interest is typically a percentage of the profits earned on the Client’s investments and is normally subject to a hurdle rate of return. Carried Interest is computed separately for each Client and is reduced by realized losses on investments.

Certain investors in Clients managed by Northstar may have different terms (including Management Fees and Carried Interest). Different terms are generally determined based on the total Commitment or negotiated through Side Letters or other similar documents. Therefore, some investors pay less in fees than other investors and may also benefit from other more favorable terms. The specific payment terms and other conditions of the Management Fee and Carried Interest paid to the respective Client GP’s or Northstar, in the case of Management Fees which it receives on behalf of the GP’s, are set forth in the applicable LPA or Side Letters applicable to each Client. Northstar nor its affiliates charge Management Fees or Carried Interest on Co-Investments. In connection with Client investments, Northstar or its affiliates may receive break-up fees, transaction fees, advisory fees, consulting fees, management fees, director fees and other related fees with respect to actual or potential Portfolio Companies (“Other Fees”). The Management Fee received from Clients will be reduced by 100% of Other Fees received by Northstar or its affiliates. The LPA for each Client will generally provide that capital may be called by the General Partner of the Client to pay Management Fees and investors are required to contribute their pro-rata share of capital at the time specified in the capital call notice. Each Management Agreement with a Client may be terminated for malfeasance or if a specified percentage of Investors vote to remove the Collective GP as General Partner or dissolve the Client. Expenses Organizational Expenses The Clients also bear, through reimbursement to Northstar, organizational expenses up to a specified amount as set forth in the respective Client Governing Documents. Organizational expenses could include legal, travel, accounting and other direct costs of setting up the Client. Organizational expenses in excess of the amount specified in a Client’s Governing Documents will be borne by Northstar. Operating Expenses In addition to Management Fees, the Clients generally bear all expenses relating to their operations, direct or indirect, including but not limited to:

All expenses (including, without limitation, travel and out-of-pocket travel related expenses, commissions, brokerage fees, finders’ fees, investment banking fees, lender’s counsel fees, direct calling or similar charges, transfer taxes, title premiums and other closing costs and expenses) incurred in connection with the origination, sourcing, discovery, identification, development, evaluation, investigation, negotiation, structuring, documentation, acquisition, purchase, holding or disposition of Investments (including potential Investments that are not consummated, I.e. broken deal expenses); All third-party costs, fees and expenses incurred in connection with the performance of due diligence investigations, acquisition, ownership or realization of any Investment; Expenses of attending, hosting or participating in general industry conferences, panels and events; Marketing, advertising and sponsorship costs, including, without limitation, costs associated with advertising in industry publications and the development of marketing and branding materials; Fees for legal, accounting, custodial, registration, appraisal and other professional services fees Costs of printing and circulating reports, opinions and notices, including costs of related software applications, Third-party expenses associated with the preparation of the Partnership’s reports, financial statements and, tax returns;

Expenses associated with hosting annual or special meetings of investors and Client Advisory Board meetings; Insurance premiums (including an allocation of directors and officers and errors and omission insurance); Taxes, fees or other governmental charges levied against a Client; Expenses incurred in connection with making any filings with any governmental or regulatory authority; Expenses incurred in connection with financing Investments, including subscription line expenses; Expenses related to the retention of companies and individuals, which may include former employees of the Northstar, affiliates of Northstar, portfolio companies of a Client, third party consultants (including specialized consultants, advisers, industry specialists, external executives, industry advisory roundtable members, and similar professionals – however, not including any expenses associated with Northstar employees), Litigation, indemnification costs and any other extraordinary expenses.

Allocation of Client Expenses Expenses relating directly to a Client will be charged to that Client. If expenses are associated with two or more Clients, subject to Governing Documents and any applicable legal or other restrictions, such expenses will be allocated to each Client in a fair and reasonable manner based on Northstar’s good faith judgment considering such factors it deems relevant and consistent with its fiduciary duties. Expenses allocated to Clients may differ with respect to some Clients such as the SBIC Funds where, in accordance with the SBIC Act, certain expenses are deemed covered by the Management Fee and not charged directly to the Client. Such expenses are charged to Northstar rather than the SBIC Funds. All investors and prospective investors should review the Governing Documents for each Client fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to a particular Client fund. The information contained herein is a summary only.

Further, if Northstar were to serve as investment manager to future Clients that were charged a higher Carried Interest, Northstar could be incentivized to allocate investment opportunities to such Clients. Investors are provided with Governing Documents for each Client which explain how Carried Interest is determined and also the risks associated with performance-based compensation. The Client designates authority within the LPA for conflict situations to be resolved through the applicable Advisory Committee for the Client(s) involved. All Carried Interest payments to Northstar, and/or the Collective GP’s will be made in a manner consistent with the requirements of Section 205-3 of the Advisers Act

Neither Northstar nor the Collective GP’s receive any direct compensation in connection with Co-Investments.

Limited partnership interests in the SBIC Funds may only be available to Investors who are also “qualified purchasers” as described above. The Governing Documents for each Client generally provides the criteria for satisfying each of the Investor terms referenced above. In addition, Governing Documents for each Client establish minimum investment commitments for Limited Partners.

Northstar will also invest in security positions in accordance with a Client’s Governing Documents which include upside potential through equity co-investment. Northstar’s investment instruments will normally have intermediate-term maturities intended to produce systematic recoveries of capital over time rather than one-time realizations from externally driven exit events. In many cases, Northstar will purchase equity-type securities, including preferred stock and common stock, and in some cases, Northstar may purchase senior debt in conjunction with its subordinated debt investments. The equity component may also consist of warrants, profit participations, or similar equity or equity-based rights. Northstar may also invest in limited amounts of senior debt, preferred stock, or common stock not acquired in conjunction with its subordinated debt investments. In some instances, Northstar may affect its equity investment by investing though a limited partnership structure. In all instances Northstar is expected to invest in accordance with a Client’s Governing Documents. Focus on Small and Underserved Market Northstar will target Portfolio Company investments in the $5 million to $40 million range and focus primarily on opportunities in the lower middle-market, defined as companies with revenue of $20 million to $300 million and EBITDA of $3 million to $20 million. Northstar’s investment strategy is designed to take advantage of the relatively large and stable volume of transactions requiring $5 million to $30 million of subordinated or first lien debt. Within

this market, well-managed companies are often able to realize significant financial improvements by focusing on certain key business fundamentals, including strategic planning, operational processes, working capital management, infrastructure development, financial systems and capital structure optimization. In addition, the growth from lower middle-market businesses to larger companies often results in the expansion of exit multiples relative to initial acquisition multiples. Investment Strategy Northstar’s investment strategy is founded upon the following principles:

Investing in Portfolio Companies with motivated managers who have demonstrated their competence, energy and vision over a significant period.

Approaching transactions in a disciplined and patient manner that allows for extensive investment analysis which includes detailed due diligence about the company, its market and its management.

Generating deal flow through disciplined sponsors that often have industry experience and committed sources of capital. While a quality management team is a key element, a strong equity sponsor provides leadership, additional insight and an element of accountability without interfering in management of the day-to-day operations.

Emphasizing sound capital structures to manage risk which allows Portfolio Companies ample flexibility to weather economic uncertainties.

Employing structured portfolio management processes which includes participation in Portfolio Company board meetings, requiring management and / or equity sponsors to regularly forecast covenant compliance and revolving credit availability and monitoring historical and projected financial performance.

Additional investment objectives and strategies are set forth in the Client Governing Documents. Northstar’s investment strategies involve significant risk of loss. The specific risks associated with the investment strategy for each Client are described in that Client’s Governing Documents. Investment Risks The following risks are generally applicable to Northstar’s investors: Leveraged and Non-Leveraged Clients Northstar provides investment advisory services to Clients that operate both with and without fund leverage. NMP VI, NMP VII, NMP VIII and NDL are non-leveraged Funds (“Non-Leveraged”). NMP VII and NMP VIII utilize a subscription line and in accordance with terms of the subscription line, borrowings must be paid down to zero within specified time frames throughout the year. Short term borrowings under a subscription line are not the same as long term leverage and generally funds utilizing only subscription lines are not considered leveraged funds. NDL also intends to use a Subscription Line, which has not been entered into yet. Northstar expects terms for NDL subscription line to be substantially similar to terms for NMP VII and NMP VIII. The SBIC Funds are leveraged funds and as noted in Item 4, operate under the SBIC Act and obtain long term leverage in accordance with terms of the SBIC Act. The use of leverage would magnify losses on underperforming investments (i.e., investments that did not generate a rate of return that would cover all interest and other carrying

costs of the Debenture Leverage) and would correspondingly magnify favorable investment returns. NDLL is also expected to be a leveraged fund utilizing asset-based financing leverage in addition to a subscription line. Although terms of financing have not been determined, it is expected NDLL will incur financial leverage up to one times allowable borrowing base assets.

Nature of Investments While junior capital investments offer the opportunity for current return and capital appreciation, they may also involve a high degree of risk. As a holder of subordinated debt, Client’s investing under this strategy generally would not be entitled to receive any payments in bankruptcy or liquidation until senior creditors were paid in full. As a holder of equity or equitylike rights, a Client would not be entitled to payments until all creditors are paid. In addition, the remedies available to Client holders of subordinated debt are normally limited by restrictions benefiting senior creditors. Some loans made by a Client will be secured, but any security interests will usually be subordinated to senior security interests, and few, if any, of such loans will be fully secured. All subordinated and preferred stock investments involve greater risk than senior debt. However, to compensate investors for the higher risk, subordinated debt and preferred stock typically offer higher potential returns. While first lien loans and senior debt investments offer the potential for current income and capital preservation through priority of payment and collateral protection, such investments nevertheless involve a degree of credit and structural risk. As a holder of senior secured debt, the Fund generally would have priority over subordinated creditors and equity holders with respect to payments in bankruptcy or liquidation. Although NDL expects to invest primarily in senior secured loans that benefit from collateral coverage and contractual protections, there can be no assurance that such protections will fully mitigate potential losses. The value of collateral securing a loan may decline, may be difficult to realize in a timely manner, or may be subject to competing claims by other creditors. In addition, legal remedies and recovery outcomes may be influenced by court proceedings, negotiations among creditors, and the financial condition of the borrower. Accordingly, even senior secured debt investments may involve a risk of partial or total loss of principal. In addition, most Portfolio Companies will have some leverage – generally funded senior debt and revolving loans for Clients investing in the junior capital structure and revolving loans for Clients investing in first lien senior debt instruments. Recessions, operating problems, and other general business and economic conditions could have more pronounced effects on the profitability or survival of leveraged companies. Moreover, rising interest rates may increase Portfolio Company interest expense. If an investment cannot generate adequate cash flow to meet debt service, a Client may suffer a partial or total loss of the investment. Limited Diversification Northstar may invest in a limited number of portfolio investments, and as a consequence, could be substantially and adversely affected by the unfavorable performance of a small number of investments. In addition, a significant portion of a Client’s portfolio investments may be concentrated in a few industries and/or geographical regions. Concentration in a few select industries may involve risks greater than those generally associated with more diversified funds, including significant fluctuations in returns. Competition for Investments The activity of identifying, acquiring and successfully disposing of portfolio investments is highly competitive and involves a high degree of uncertainty. Northstar competes for attractive investments with many other investors. The availability of investment opportunities generally will also be subject to market conditions. Changes in market conditions, including changes in the availability and cost of debt financing, could cause certain types of investments to not be available to Northstar and some Clients on terms that are as attractive as the terms on which opportunities were available to other

Clients. Additional funds with similar investment objectives may be formed in the future by other unrelated parties. Some of these competitors may have more relevant experience, greater financial resources and more personnel than Northstar. Unspecified Investments Investors will not have the opportunity to evaluate personally the relevant economic, financial, and other information that Northstar will use to select investments. Investors also cannot rely on a prior Client’s performance as an indicator of a future Client’s performance due, in part, to changes to the Client Investment Committee’s over time. Investors must rely upon Northstar’s ability to identify, structure, implement, and exit investments consistent with a Client’s investment objectives and policies. Time Required to Maturity of Investment Northstar may require up to five years or more to complete its investments, and each investment may require five to eight years to mature fully. Consequently, while a Client expects to receive systematic payments of interest and principal, it is not likely to realize the full benefit of certain of its investments until five and possibly up to ten or more years from a Clients final closing. Investments Longer Than Term of Client Northstar may make investments that cannot be advantageously disposed of prior to the date that a particular Client’s stated term is reached or otherwise dissolved. In such cases, The Client’s General Partner will seek an extension of the Client’s term from the required majority of investors as stated in the Client’s LPA. There is no guarantee that an extension, when requested, will be approved by the required majority of investors. Although Northstar expects that investments will either be disposed of prior to dissolution or be suitable for in kind distribution at dissolution, a Client may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution of the Client. Illiquidity Investments in the Clients are not redeemable, and there will be no public market for them. In addition, the transfer of interests is subject to restrictions in the Governing Documents and applicable securities laws. Client Interests are not registered under the Securities Act, the securities laws of any state of or the securities laws of any other jurisdiction and therefore cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws, or unless an exemption from registration is available. Consequently, an investment is essentially illiquid and suitable only for those investors who do not need liquidity and who have the financial resources to bear the economic risk of investment for a substantial period. All or most of a Client’s investments will also be illiquid because of contractual and legal restrictions on disposition. In addition, practical limitations may inhibit Northstar’s ability to liquidate certain investments since the Portfolio Company will be privately held, and a Client may own a relatively large percentage of the Portfolio Company’s equity securities. Market conditions may inhibit sales of securities of particular Portfolio Companies or Portfolio Companies in particular industries. These limitations on liquidity of the investments could prevent a successful disposition, result in a delay of any disposition, or limit the amount of proceeds that might otherwise be realized. Illiquid and Long-Term Investments There most likely will be little or no near-term cash flow available to investors in a Client. Many of the investments made by the Northstar will be highly illiquid and there can be no assurance that a particular Client will be able to realize on such investments in a timely manner or at all. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in-kind to investors. 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.

Reliance on Management Northstar will make all investment decisions for the management of a Client. A Client’s success will largely depend on Northstar’s ability to identify and consummate suitable investments and to exit them on the pre-structured terms or otherwise on favorable terms. There is no assurance Northstar will succeed. In addition, the loss of one or more of the Northstar’s senior investment professionals could also adversely affect a Client’s ability to realize its investment objectives. There can be no assurance that each of the senior investment professionals will continue to be affiliated with a Client throughout its anticipated term. Investors have no right or power to take part in the management or investment decisions of the Client and will not receive the detailed Portfolio Company information available to Northstar. Need for Follow-On Funding Clients may be called upon to provide follow-on funding for their Portfolio Companies or may have the opportunity to increase its investment in Portfolio companies. There can be no assurance that a Client will wish to make such follow-on investments or have available capital to do so. The inability to make such follow-on investments could have a substantial negative impact on a Portfolio Company in need of capital or may diminish such Client's ability to influence the Portfolio Company's future development. Investing in Leveraged Companies Private investments in highly leveraged companies involve a high degree of risk. Some of a Client's investments in companies may involve leverage, which in turn will increase the exposure of such companies to adverse economic factors such as downturns in the economy or deterioration in the conditions of such companies or their respective industries. In the event any such company cannot generate adequate cash flow to meet debt service, a Client may suffer a partial or total loss of capital invested in the company, which, depending on the size of such investments, could adversely affect the return on the capital of such Client. Uncertain Exit Strategies Due to the illiquid nature of many of the positions which a Client is expected to acquire, as well as the uncertainties of the reorganization and active management process, Northstar is unable to predict with confidence what the exit strategy will ultimately be for any given investment, or that one will be available. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. Indemnification Client LPA’s require that each Client indemnify Northstar and Advisory Committee members, as well as their respective affiliated entities and personnel, with respect to liabilities incurred in connection with the Client’s affairs. These liabilities could be material and have an adverse effect on a Client’s investment performance. For example, in their capacity as directors of portfolio companies, the partners or affiliates of Northstar may be subject to derivative or other similar claims brought by shareholders of such companies. The indemnification obligation of a Client would be payable from the assets of the Client, including the undrawn Commitments of the Limited Partners. If the assets of the Client are insufficient, the General Partner may recall distributions previously made to Client Limited Partners (subject to certain limitations set forth in respective Client’s LPA). Third Party Litigation Northstar’s investment activities, particularly its relationships with Portfolio Companies (including participation on boards of directors), will subject it to the risk of becoming involved in litigation brought by Portfolio Companies, their stockholders, their creditors and others. Generally, a Client would bear the expense of defending against claims by such parties and paying amounts necessary to satisfy any settlements or judgments.

Financial Markets and Regulatory Changes Legal, tax and regulatory developments, including tariffs and trade, continue to evolve in an unpredictable manner. Changes and developments involving taxation, tariffs, trade and governmental spending may, at any time, adversely affect a Client, Client’s Portfolio Companies, Investors, Northstar and/or the Collective GP’s. Regulatory changes may also create economic uncertainty which can have an adverse effect on Clients and Portfolio Companies. Such changes could negatively impact the value of a Client’s investment in a Portfolio Company and the value of an Investors investment in a Client. Taxation in Non-U.S. Jurisdictions If a Client makes investments in a jurisdiction outside the U.S., the Client or its investors may be subject to income or other tax in that jurisdiction. In addition, withholding tax or branch tax may be imposed on earnings of the Client from investments in such jurisdictions. In addition, local tax incurred in non-U.S. jurisdictions by the Client or vehicles through which it invests may not be creditable to or deductible by the Client’s investors in their respective jurisdictions, including the United States. Public Disclosure Laws To the extent that Northstar determines in good faith that, as a result of the U.S. Freedom of Information Act (“FOIA”), any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, 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, Northstar may, in order to prevent any such disclosure, withhold all or any part of the information to be provided to a Client , as described in a Clients Governing Documents.

Asset Valuations Generally, there will be no readily available markets for a substantial number of a Client’s investments; hence, many of the portfolio investments will be difficult to value. With certain limited exceptions, Northstar will determine asset valuations, and its determinations will be final and conclusive to all investors. Valuations are only estimates of future results that are based upon assumptions made at the time that the valuations are developed as well as information provided to the GP by the Portfolio Companies. There can be no assurances that the projected results will be obtained, and actual results may vary significantly from the valuations. General economic, political, regulatory and market conditions and the actual operations of the portfolio companies, which are not predictable, can have a material impact on the reliability and accuracy of such valuations. Projections Northstar may make investments relying upon projections concerning a company’s future performance and cash flows that are developed by Northstar, a prospective Portfolio Company or other sources. Projections are inherently uncertain and are subject to factors that may be beyond the control of the party preparing them. The inaccuracy of certain assumptions and the occurrence of unforeseen events could impair the ability of a Portfolio Company to realize projected values and/or cash flows. ERISA Considerations Depending on the extent of participation in a Client by ERISA plans, a Client may be required to use its reasonable best efforts to qualify as a “venture capital operating company” under ERISA in order to avoid holding “plan assets” within the meaning of ERISA. In that event, a Client could be restricted or precluded from making certain investments. In addition, these efforts could require that Northstar liquidate a Client’s investments at a disadvantageous time.

Board Participation Northstar may be represented on the boards of some Client Portfolio Companies. While such representation may be important to a Clients investment philosophy and will be necessary if a Client seeks to qualify as a “venture capital operating company” under ERISA, it could also impair Northstar’s ability to sell a Clients related securities when, and upon the terms, it might otherwise desire.

Diverse Investor Group Investors may have diverse investment, tax, regulatory and other interests and concerns with respect to their investments in a Client. With respect to a particular investor, these diverse interests may relate to or arise from, among other things, the nature of the investor, the nature of investments, the nature of co-investments, the structuring or the acquisition of investments and the timing of disposition of investments. As a consequence, conflicts of interest may arise in connection with the decisions made by the Northstar or the GP’s, including with respect to the nature or structuring of investments that may be more beneficial for one investor or Client than for another investor or Client, In selecting and structuring investments, Northstar will consider the investment and tax objectives of a Client and its investors as a whole, not the objectives or concerns of any investor individually. In addition, a Client may take action as a major investor in a Portfolio Company that could be disadvantageous to an investor who had made a CoInvestment in that company. Liabilities Upon Disposition In disposing of an investment, Northstar or the collective GP‘s may provide representations on behalf of a Client about the business and financial affairs of a portfolio company typical of those made in connection with the sale of any business or asset and may be responsible for the content of disclosure documents under applicable securities laws. Northstar or the collective GP’s may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be inaccurate. These arrangements may result in contingent liabilities that will be borne by the Client, and a Client’s investors may be required to return amounts distributed to them to pay for the Clients obligations, including indemnity obligations, subject to certain limitations set forth in the respective Client LPA’s. Furthermore, under the Delaware Revised Uniform Limited Partnership Act, each Limited Partner that receives a distribution in violation of such Act will, under certain circumstances, be obligated to re-contribute such distribution to the Client Recourse to the Partnership’s Assets A Client’s assets, including its investments and capital, are available to satisfy all Client liabilities and other obligations, including the indemnification obligations referred to above. Parties to which a Client is liable may have recourse to its assets generally and not be limited to any particular asset, such as the investment giving rise to the liability. FDIC Insurance Limits Northstar, on behalf of a client, will hold cash awaiting investment or distribution at Federal Deposit Insurance Corporation (“FDIC”) insured banks. The FDIC provides insurance protection for a single depositor in a single insured institution up to a limit, currently set at $250,000 for a Client. In the event that a bank is closed by a federal or state banking regulatory agency and placed into a receivership or similar resolution proceeding, the FDIC will typically act to ensure that depositors are able to quickly get access to their deposits up to the insured limit. The recovery of amounts in excess of the insured limit is dependent on the willingness of the FDIC to extend insurance coverage above the insured limit, as it has done in the case of uninsured deposit amounts at Silicon Valley Bank and

Signature Bank. If FDIC insurance coverage is not extended to deposits in excess of the insurance limit, the timing and extent of recoveries is dependent upon the proceeds from dispositions of assets by the failed bank. Northstar anticipates seeking multiple banking relationships and/or diversifying the types of banking products it uses in order to reduce the Fund’s dependence on a particular bank. However, it is possible that the Fund’s subscription line lender may require all of the Fund’s deposit accounts to be held with that lender which will prohibit Northstar from diversifying the way it holds short term assets. It is likely that at times, a Client will hold an amount in excess of the FDIC insurance limit in a single insured institution. As a result, if the bank holding such deposit accounts fails, a Client may be delayed in accessing those deposits and may ultimately not receive the full amount of the excess above the insured limit. Portfolio companies may also have exposure to deposit accounts in excess of the FDIC insurance limit. Although Northstar seeks to do business with banks it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, Northstar is under no obligation to use a minimum number of banks with respect to any Client, or to maintain account balances at or below the relevant insured amounts.

Cybersecurity Risks Northstar, the Clients, each Clients portfolio companies and other market participants increasingly depend on information technology systems and communication systems to conduct business operations. Northstar and its Clients information technology systems may be vulnerable to penetration or interruption from several sources including computer viruses, ransomware, network failures, security breaches, phishing attempts and other unauthorized access. If systems designed to manage and mitigate such risks are compromised or become inoperable it may require significant time and expense by Northstar, a Client and/or a Client portfolio company to repair or replace the affected systems. The breach or failure of these systems could cause significant interruption to Northstar, the Clients’ and/or Client portfolio company operations and could compromise the security, confidentiality or privacy of sensitive data including personal information relating to Client investors. Impact of Pandemics and Other Public Health Emergencies A serious pandemic could severely disrupt global, national and/or regional economies. No assurance can be given as to the effect of these events on the value of a Client’s Investments. Any public health emergency, including existing or new epidemic diseases, or the threat thereof, could negatively impact a portfolio company, the ability of such portfolio company to repay its loans or otherwise to satisfy their commitments and investment held by a Client may be compromised, which could have a material adverse impact on a Client and its financial performance. The magnitude and duration of the effect of such risks on a Client, its portfolio companies their performance and financial positions cannot be predicted with any certainty. Global Instability The ongoing war between Russia and Ukraine and the resulting global responses, including economic sanctions by the United States, the European Union and other countries, and the escalated armed conflict in the Middle East have increased and could continue to increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The extent and duration of the ongoing Russia/Ukraine war and the Middle East conflicts and the repercussions of such conflicts are impossible to predict but could result in significant market disruptions and may further negatively affect global supply chains, energy prices, inflation and global growth. Any such disruptions could have a material adverse effect on a Client. Sustainable or ESG Investing Risk

Sustainable investing strategies may reduce or increase a Client’s exposure to certain companies or industries and the Client may forego certain investment opportunities as a result. Northstar considers sustainable or ESG characteristics with the goal of enhancing long-term performance, but investors may differ in their views of what constitutes positive or negative characteristics. Additional risk factors relating to each Client are set forth in the Client’s Governing Documents.

Certain inherent conflicts of interest arise from the fact that: (i) Northstar will provide investment management services to more than one Client; (ii) Clients may have similar investment programs, objectives, and strategies; (iii) the investment strategies employed by Northstar for some Clients could conflict with the strategies employed by Northstar for other current and future Clients and (iv) Northstar, its affiliates, and certain of its personnel may invest either directly or indirectly in the Clients. Clients generally have similar investment strategies, and participation in specific investment opportunities may be appropriate for more than one Client that has available capital. Nonetheless, Northstar may give advice or take action with respect to investments of one or more Clients that may not be given or taken with respect to other Clients. In such cases, participation in investment opportunities will be allocated pursuant to Northstar’s allocation policy and procedures. Allocations of certain investments among the Clients may be made on other than an equal basis. While Clients may have similar strategies, they may not hold the same investments or achieve the same performance. Given that Northstar manages Clients with overlapping investment strategies, this may adversely affect the availability of investments held by or potentially considered for one or more Clients. No Client may acquire securities or other interests in a Portfolio Company already held by another Client unless the Advisory Committee of each Client approves of the transaction. Northstar will provide the Advisory Committees of the applicable Clients with a memorandum explaining the rationale for the investment decision. The ultimate decision will be documented in minutes from the Advisory Committee meetings. NMP VIII and SBIC II LP are organized as “parallel funds” to operate and co-invest in Portfolio Companies. Under the parallel fund strategy, two Clients generally invest in a Portfolio Company at the same time and under the same terms and conditions. However, SBIC II LP, which continued SBIC LP’s parallel investment strategy with NMP VIII, operates under the SBIC Act and not all investment opportunities qualify for investment under the terms of the SBIC Act. Accordingly, NMP VIII has the ability to invest in a Portfolio Company without a parallel investment by SBIC II LP. NDL and NDLL are also organized as parallel funds.

Qualifying investments under the parallel fund strategy are allocated between Clients at the discretion of Northstar, taking into account factors such as a Clients remaining available capital to invest, capital to be held in reserve to support existing investments, size of the investment in relation to a Client’s diversification requirements and/or other factors as determined by either Northstar or the Collective GP’s. Investing together as “parallel funds” in a new Portfolio Company, at the same time and under the same terms and conditions, is not the same as acquiring securities or other interests in a Portfolio Company already held by another Client. Accordingly, investments under the parallel fund strategy do not typically require Advisory Committee approval from the respective Advisory Committees. Northstar, and/or its affiliates may make investments, on behalf of itself, that would be appropriate for, are held by, or may fall within the investment guidelines of a Client. These activities may adversely affect the availability of investments held by or potentially considered for, one or more Clients. Potential conflicts also may arise due to the fact that Northstar, its affiliates, the Collective GP’s and/or employees may have investments in some Clients, but not others or may have different levels of investments in various Clients and Clients may pay different levels of Management and Incentive Fees. The existence of Management Fees create a potential conflict of interest for Northstar in valuing investments. Management Fees payable after the expiration of the investment period are based solely on invested capital (reduced by portfolio investments written off). Accordingly, Northstar could have an incentive to avoid write-offs because they reduce Northstar’s Management Fee. Northstar may have ongoing relationships with Portfolio Companies whose securities have been acquired by, or are being considered for investment by, a Client. From time to time, Northstar may acquire securities or other financial instruments of a Portfolio Company for one Client that are senior or junior in priority to securities of another Northstar Client (e.g., one Client may acquire a debt position in a Portfolio Company more senor to a debt or equity position held by another Client). In the event the Portfolio Company enters bankruptcy, the Client holding securities that are more senior in bankruptcy preference may have the right to aggressively pursue the Portfolio Company’s assets to fully satisfy the issuer’s indebtedness to the Client. As a fiduciary, Northstar would have an obligation to pursue such remedy on behalf of the Client. As a result, a Client holding securities of the same Portfolio Company that are junior in the capital structure to another class of securities may not have access to sufficient assets to completely satisfy its bankruptcy claim and may suffer a loss. Northstar recognizes that conflicts may arise under such circumstances and will endeavor to treat all Clients fairly and equitably. Unless a specified majority of the investors of an existing Client consent, neither Northstar nor its affiliates may form a new private investment Client (a “Subsequent Client”) until certain conditions have been met. These conditions are addressed in each Client’s LPA. During the investment period of the Subsequent Client, Northstar is generally required to present to that Client all private investment opportunities presented to Northstar that are suitable for the Subsequent Client (taking into account various suitability factors stated in the Client’s LPA), except for (i) investment opportunities contemplated by Northstar to an existing Client in order for it to complete its investment program; (ii) follow-on investment opportunities in any prior Client; and (iii) when the Advisory Committee reviews the potential opportunity and determines that it need not be so offered. The launch of a Subsequent Client may create certain other conflicts of interest for Northstar. For example, if the prior or existing Client has had a negative return on its investments and is not expected to generate Carried Interest, Northstar would be incentivized to allocate attractive investment opportunities to the Subsequent Client.

Conflicts of interest could arise because Northstar’s investment professionals serve as directors of certain Portfolio Companies. In addition to any fiduciary duties that the investment professionals owe to the Clients, these investment professionals, as directors of Portfolio Companies, owe fiduciary duties to the shareholders or members of the Portfolio Companies and persons other than the Clients. In general, such director positions are often important to the Client’s investment strategy and normally enhance Northstar’s ability to manage investments. In addition, such positions may be required if a Client seeks to qualify as a “Venture Capital Operating Company” and thereby avoid certain requirements under ERISA that may otherwise apply. However, such positions may have the effect of impairing Northstar’s ability to sell the investments in the Portfolio Company when, and upon the terms, it may otherwise desire. In addition, such positions may place investment professionals in a position where they must make a decision that is either not in the best interests of the Clients or not in the best interests of the shareholders or members of the Portfolio Company. Should an investment professional make a decision that is not in the best interests of the equity owners of a Portfolio Company, such decision may subject Northstar and any applicable Client to claims to which they would not otherwise be subject as an investor, including claims of breach of the duty of loyalty, securities claims and other director-related claims. In general, Clients will indemnify Northstar and its investment professionals against such claims. In addition, because of potential conflicting fiduciary duties, Northstar may be restricted in choosing investments for Clients, which could negatively impact returns received by the Clients. Northstar must determine whether to allocate costs and expenses to Clients, on the one hand, or Northstar on the other, and/or whether certain costs and expenses should be allocated between or among Clients. Certain costs and expenses may be related only to one Client and borne only by such Client, but other costs and expenses are also allocated among Clients. Northstar faces a conflict of interest when making such cost and expense allocations and seeks to manage such conflicts by implementing procedures designed to reasonably allocate such costs and expenses, consistent with its disclosure in Item 5 above.

Co-Investment Allocations The Collective GP’s, in their discretion, may invite selected Client’s investors to participate in Portfolio Company investments alongside a Client. Such co-investments may be appropriate because, for example, a Client cannot make the entire investment for one or more reasons, including the size of the investment in relation to the Client’s diversification requirements, the Client’s unfunded commitments and/or other factors as determined by either Northstar or the Collective GP’s. Such investors in these Co-Investments do not pay Management Fees or Carried Interest to Northstar, the Collective GP’s or any affiliates. Due to the nature of the relationship between the Collective GP’s, Northstar and the investors in such transactions, the Collective GP’s and/or Northstar could be incentivized to allocate attractive investment opportunities to such investors disproportionately. An owner of Northstar (“Owner”) has a potential conflict of interest as it relates to acting as a partial financing source for a family member’s business as an independent sponsor of private equity transactions. The independently sponsored transactions target companies with EBITDA and revenue competing with the lower end of targeted EBITDA and revenue ranges of Northstar Clients. In addition, the Owner has the right to co-invest in sponsored transactions which can include being a board member of such portfolio companies. Such board member positions are expected to be unrelated to Client portfolio companies. The Investment Committee does not expect to approve any Northstar Client funding independently sponsored transactions as noted above. Furthermore, if the Investment Committee did approve funding an investment, it would require approval from the respective Client’s Advisory Committee. Northstar believes its Code of Ethics as it relates to Private Investments mitigate potential conflicts of interest. With respect to cross trades and principal transactions, please see Item 11 for applicable disclosures.

Personal Trading Restrictions. The Code requires that Access Persons’ personal investment activities comply with all applicable laws and regulations. Before completing any personal securities transactions, Access Persons will confirm that such transaction does not involve a company on Northstar’s Restricted List. It is Northstar’s policy that trading approval will not be granted for securities of companies on the Restricted List. In the event that an exception to this policy is granted, the Chief Compliance Officer will make and maintain a record of the basis for the exception. The Code provides an exception from the pre-clearance requirement in instances where an Access Person has a direct or indirect interest in a managed account (i.e., a discretionary account managed by a third party manager). In such instances, the Access Person must annually certify that he or she has not exercised any type of investment discretion over transactions in the account and must provide written notice to the account manager that he or she does not intend to exercise any investment discretion with regards to any purchase or sale of assets within the account. Investments in all private placements and initial public offerings must be pre-cleared by the Chief Compliance Officer. Sales of, or withdrawals from, private placements must also be pre-cleared by the Chief Compliance Officer. Personal Securities Holdings and Transaction Reports. The Code provides that, subject to limited exceptions, each Access Person must submit to the Chief Compliance Officer a report identifying trading accounts (i.e. brokerage accounts) in which they have a direct or indirect beneficial ownership interest, including managed accounts, or any accounts whereby an Access Person exercises any investment control, influence or discretion. Holdings reports contain specific information with respect to each security held by an Access Person including the name of any broker, dealer or bank holding the account, if applicable. If securities are held other than through a broker or bank, the custodian must be identified.

Access Persons must either (a) authorize broker data feeds directly to a third party vendor engaged by Northstar to electronically monitor trading activity or, in the event broker data feeds are not available (b) authorize a brokerdealer(s) or other custodian(s) holding an individual’s account to provide duplicate monthly account statements directly to Northstar, as well as any other information or documents Northstar's Chief Compliance Officer may request. The Code requires each Access Person to complete and certify, on an annual basis, a securities holdings report (Holdings Report). The Holdings report contains information including the name and type of security including a ticker symbol or CUSIP number, shares or principal amount held and the name of the institution holding the account. In addition, the annual Holdings Report identifies all brokerage accounts held by the individual, private investment holdings and outside business activities. In lieu of listing all securities held on the Holdings Report, Access Persons may rely on the aforementioned broker data feeds or duplicate account statements received by Northstar. On a quarterly basis, Access Persons also complete securities transactions reports no later than 30 days after the end of each calendar quarter containing information regarding securities transactions in his/her employee-related accounts. The transaction reports will include, at a minimum, all transactions during the quarter as well as information regarding the nature of the transaction, the price of the security, the broker-dealer or bank that effected the transaction, and the number and principal amount of each reportable security involved. In lieu of providing specific transaction details in the quarterly report, Access Persons may rely on the aforementioned broker date feeds or duplicate account statements received by Northstar. Material, Non-Public Information. The Code includes policies and procedures concerning “inside information” (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. Although Northstar and its Access Persons normally do not expect to obtain material non-public information in connection with their investment advisory activities, Northstar has adopted policies and procedures to (i) ensure the propriety of trading activity by Access Persons, and (ii) protect and isolate the flow of material, non-public information and other confidential information. The Insider Trading Policies prohibit Northstar and Access Persons from trading for themselves, or recommending trading in securities of a company while in possession of material, non-public information (“Inside Information”) about the company, and from disclosing such information to any person not entitled to receive it. Other Provisions of the Code. Access Persons are subject to additional standards of conduct relating to the use of Clients and property, conflicts of interest and opportunities belonging to Clients, managing investments of related parties, and general standards of conduct including conduct expected when dealing with Clients and investors. Access Persons are required to certify periodically that they have complied with the terms of the Code. Violations of the Code are subject to the imposition of sanctions, up to and including termination. The Collective GP’s invest directly in Clients and may have indirect investments in Clients through, for example, Carried Interest. In addition, Northstar’s Managing Partners, officers and employees, may have their own indirect investments in the Clients. As noted in Item 10 above, conflicts of interest may arise in connection with personal investing by Northstar personnel or when investments suitable for more than one Client are allocated between Clients.

Conflicts of interest may also arise with cross trades and principal transactions. Cross trades may be viewed as principal transactions due to the ownership interest in the Clients by Northstar. Subject to applicable Client investment guidelines and restrictions, Northstar may direct one Client to sell an investment in a Portfolio Company to another Client through an internal cross transaction. A Client could be disadvantaged in the event that the investment being exchanged is not priced in a manner that reflects the fair value. In addition, Northstar, acting as principal, could use its investment authority to transfer unappealing or appealing investments from one Client to another. Northstar has policies and procedures reasonably designed to address such conflicts, such as review and approval by the Advisory Committees of each Client involved in the transaction as noted in Section 10. Northstar will comply with the Advisers Act Rules and ensure that any transaction deemed to be a cross trade or principal transaction is completed in accordance with the applicable requirements. Investment professionals must provide notice to and obtain the approval of the Chief Compliance Officer prior to participation in any cross trade or principal transaction. The Chief Compliance Officer will confirm (i) that such a transaction is allowed by the Client’s investment guidelines, (ii) that Northstar’s valuation procedures were followed, and (iii) that notice of the specific transaction was provided to the Client(s) Advisory Committee(s) and consent from the Client(s) Advisory Committee(s) were obtained. A copy of the Code will be provided to any investor or prospective investor upon request.

Northstar requires placement agents to have all appropriate licenses and registrations in the jurisdictions under which they operate to conduct their business, including when applicable, to be registered as broker-dealers with the SEC and members of the Financial Industry

Regulatory Authority (“FINRA"). For placement agents registered as broker dealers with the SEC, the disclosures identified in (i) through (iii) will not apply. The Clients reimburse Northstar for placement agent fees paid to any agents and the Management Fee paid by the Client is reduced by 100% of the amounts reimbursed to Northstar.

In addition, Northstar has developed supervisory procedures that are intended to help ensure compliance with the Custody Rule. In this connection, all funds and eligible securities will be maintained with a qualified custodian such as a bank, broker dealer or other qualified custodian engaged by Northstar. The Chief Compliance Officer is responsible for ensuring assets are reconciled periodically and ensuring that eligible assets are properly custodied at all times.

Association, (v) the dollar amount of investments not exceeding specified thresholds within any 12-month period and (vi) investment in businesses engaging in specified activities. Investors may also negotiate provisions in side letter agreements with the respective GP. Northstar is delegated authority to consummate investments on behalf of its Clients by the terms of the LPA’s or other Governing Documents of the Clients and the Management Agreements. Northstar does not have discretionary authority over Co-Investment assets nor private Clients established in connection with Co-Investment assets.