Monarch: investment adviser

The Adviser provides discretionary investment advisory services to its clients, which are pooled investment vehicles intended as investments for sophisticated investors such as institutional investors and high net worth individuals who are qualified to invest under applicable law (each such vehicle a “Fund” and collectively, the “Funds”). In addition, the Adviser has in the past provided and may in the future provide discretionary investment advisory services to private funds that are established by or in conjunction with third parties (“Third Party Funds” and together with the Funds, “Clients”). The Adviser provides and may in the future provide non-discretionary investment advisory services, including to Third Party Funds. It should be noted that any such future relationships may be subject to minimum investment size and other possible special requirements. Clients may be structured as open end, closed end or hybrid funds. Clients typically are U.S. and non-U.S. limited partnerships or non-U.S. corporate entities that are not registered or required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”) or the Securities Act of 1933, as amended (the “Securities Act”). Interests in Clients are typically privately placed to qualified investors in the United States (“U.S.”) and elsewhere. These qualified investors are U.S. persons that are “Accredited Investors” and “Qualified Purchasers,” non-U.S persons or “Knowledgeable Employees” as defined under applicable SEC rules and regulations. The Adviser is focused on investing in corporate credit and real estate. Clients may invest in and hold a variety of instruments, including bank loans, public and private corporate bonds, municipal and sovereign debt, asset-backed securities, equity securities received in connection with debt restructurings or otherwise, real estate and private equity. Clients may also hold a variety of derivative instruments or short positions for investment and hedging purposes. The Adviser tailors its advisory services as described in the investment program of each Client’s private placement memorandum or organizational documents or as set forth in the investment management agreement with such Client (collectively, “Governing Documents”). Please refer to Item 8 for a more detailed description of the Adviser’s investment strategies and instruments held by Clients. The Adviser manages each Client’s portfolio according to the terms of the Client’s Governing Documents. The terms upon which the Adviser serves as investment manager of a Client and the terms of such Client are generally fixed at the time a Fund is first offered or are generally negotiated before the Adviser is engaged. Such terms are set out in a Client’s Governing Documents, which may be amended from time to time. These terms, which vary among Clients, generally include restrictions or guidelines on the types of securities and other assets in which a Client may invest, as well as the amount of assets a Client may invest in any issuer, security type, industry or geography, among others. The Adviser is not obligated, although it has the authority, to structure any Client’s investment in order to address or give effect to the individual objectives

or considerations of any investors or group of investors in that Client. While Clients’ portfolios are managed utilizing an opportunistic, event driven strategy, the particular investment targets and limitations are tailored for each Client and are reflected in the relevant Governing Documents. For example, certain Clients’ strategies involve a diversified portfolio with a preference for senior debt while maintaining flexibility to invest throughout the capital structure. Other Clients’ strategies provide for an emphasis on longer-term credit and real estate opportunities. The Adviser also manages Clients focused exclusively on real estate. For all Clients, there is a focus on opportunities with the potential for process control, including from distress, restructuring or other complexity. The Adviser may in the future manage Clients with other non-diversified or coinvestment strategies, including those focused on a particular market segment or asset class; Third Party Funds and certain other Funds from time to time request changes in concentrations of certain investments or investment classes within their portfolios and may request certain non-discretionary services in conjunction with their discretionary services. These Clients may have a greater degree of concentration of investments in individual companies, countries, market segments or industries. The Adviser does not assign specific individuals to support only specific Clients. Members of the Adviser’s investment committees manage each Client with the input of the broader investment team. Within Monarch’s one-team model investment professionals develop specialization that may change depending on where the Adviser determines opportunity resides. The Adviser may create teams to focus on a particular area that includes investment professionals dedicated to that area. In particular, the Adviser has created a real estate focused team that sits within the broader investment team. Persons reviewing this Form ADV Part 2A Brochure should not construe this as an offering of any of the Funds described herein. Any such offering will only be made pursuant to the delivery of a private placement memorandum to prospective investors. The Adviser does not participate in wrap fee programs. As of December 31, 2025, in respect of Clients that the registrant advises as of the date hereof and its proprietary account described below, the Adviser managed approximately $15.6 billion in assets on a net asset value basis, including unfunded and contingent commitments. Of these approximately $15.6 billion in assets managed by the Adviser, approximately $668.0 million in assets are non-discretionary, $155.6 million are in separately managed accounts (approximately $58.1 million of which is held in non-securities portfolios) and $0.4 million in assets are attributable to a proprietary account that does not actively trade its positions and is not expected to participate in new investment opportunities, although it has and is expected to participate in investments the purpose of which is to protect or enhance an existing position.

Clients that terminate investment advisory services or investors that are mandatorily redeemed from a Client before the end of a pre-paid billing period will generally be refunded any pre-paid fees for the period for which they did not receive services, unless otherwise provided in the Governing Documents. Management fees for Clients generally range from 0.50% to 1.75% on an annual basis, and lower fees may be available depending on various factors. Certain closed end funds may pay no management fees during all or a portion of the fund’s harvest period. Management fees are allocated for all purposes to investors in Clients that are subject to such fees and are charged gross of any accrued incentive allocation on the investor capital balance. Furthermore, Clients are charged a performance allocation or fee that, depending on the applicable terms, may be taken annually and/or upon distributions. The performance allocation for Clients generally ranges from 10% to 20% with varying hurdles or preferred return requirements, although the Adviser may charge higher or lower fees in the future. The performance allocation for open end Clients is generally based on net capital appreciation at the end of each fiscal year. Any incentive fee or allocation for open end Clients is also subject to a “net-loss carry forward” provision whereby a performance allocation or fee is not charged until losses from prior years have been recouped. The performance allocation for closed end Clients is based on the return to a Client’s underlying investors and the achievement of a certain preferred rate of return that varies among Clients and underlying investors. Clients have also negotiated lower fees on certain coinvestments and co-investments offered to certain investors will not bear any fees. In addition, Third Party Funds have been, and in the future may be, subject to a minimum amount of management fees for an initial period. As such, underlying investors should consult a Client’s Governing Documents for a more complete discussion of the management fees and other compensation arrangements to which such investors are subject. Each Client’s Governing Documents note the fee and allocation arrangements available to investors, including any fee breaks based on investment size. Furthermore, the Adviser may permit Clients to waive, cap, rebate or reduce all or part of the fees or performance allocation with respect to certain investors without waiving, capping, rebating or reducing the fees or performance allocation with respect to other investors. Third Party Funds negotiate their fees with the Adviser. Third Party Funds may also negotiate provisions regarding various expenses such as formation, audit, administration, custodial or others. The Adviser is generally granted the discretion to deduct its fees and allocations as incurred; however, certain Clients, generally Third Party Funds, authorize payment to the Adviser. As described in particular detail by each Client’s Governing Documents, underlying investors generally bear the costs and expenses associated with a Client’s formation and the execution of its investment strategy. Accordingly, by investing in a Client, underlying investors bear the cost of the organization and offering of such Client and any related feeder funds, master fund and other

special purpose vehicles, including external legal and accounting expenses and out-of-pocket expenses or disbursements. In addition, investors also bear all expenses relating to a Client’s operations, and such Client’s pro rata share of the expenses relating to the operation of any master fund or other vehicles through which it may directly or indirectly invest. Such expenses generally include, but are not limited to: •

the management and incentive fee or allocation;

•

fees payable and costs and expenses reimbursed to any third-party alternative investment fund manager and general partner or similar entity required for a Client;

•

fees paid to a Client’s administrator, depositary, brokerage agent, custodian and transfer agent;

•

fees paid to professional advisors (including consultants and administrators) regarding tax, compliance, accounting, legal, architectural or engineering matters related to the Client (including its relationship with each of its investors) or its investments;

•

fees paid to operating partners, collateral managers, asset managers and directors, registered office fees, bank service fees, investment or trading related fees, such as Bloomberg terminals, brokerage commissions or spreads, prime broker fees or custodian fees;

•

construction management fees, development fees, property management fees, leasing commissions, acquisition fees, disposition fees, title fees and other fees and expenses paid to title companies, brokerage fees, costs of title insurance and property-related insurance;

•

research expenses (including expenses associated with research-related conferences or seminars) consultant, operator or servicer fees, structuring and ongoing costs (e.g., expenses, fees and costs of third parties that provide specialized reporting, operational know-how or services, data and/or analysis, and in respect of entity formation, servicing and maintenance, including as related to directors, executors, or other governance structures or functions, whether on a one-off or on-going basis, as to specific companies, investments, sectors or asset classes in which the Client has made or may make an investment, or subscriptions to certain specialized publications) related to the analysis, negotiation, purchase, sale, restructuring, sourcing, workout, monitoring, holding or disposition of investments, whether or not the investment is consummated, and expenses relating to the construction and development or redevelopment of any investments;

•

due diligence (including, but not limited to, the engagement of specialized service providers relating to an investment, group of investments or strategy, tax or accounting consultants, legal or financial advisors and other consultants or advisors) expenses related to the analysis, purchase, sale or hedging of investments, and expenses associated with the formation and operation of vehicles established to make such investments (including employees of, or taxes, including VAT, paid in respect of, such vehicles), whether or not consummated;

•

expenses, including, but not limited to, fees for legal or regulatory advice, filing preparation support or software, submission costs, disclosure and compliance services incurred in connection with the registration, qualification, exemption, disclosure or other legal and regulatory compliance requirements applicable to a Client under U.S. federal, state, local or

non-U.S. law or regulation, including applicable non-U.S. fund regime requirements (but, for the avoidance of doubt, excluding adviser-focused regulatory reporting, i.e., Form ADV); •

professional liability insurance for the Adviser (i.e., D&O and E&O policies), Client filing and registration fees and service provider expenses, applicable taxes, or other operational fees or expenses, including indemnification and insurance expenses for claims and the costs and expenses of litigation, arbitration or similar proceedings involving a Client;

•

costs related to (for example, obtaining, developing, customizing, implementing, supporting or maintaining) technology, systems (e.g., Bloomberg Terminals) or services (including for example, outsourced or co-sourced services and artificial intelligence tools) utilized with respect to a Client or its activities (e.g., investments and investment structures), including but not limited to internal fund accounting (e.g., NAV, reconciliation, valuation and other support services), data and risk management, trading (e.g., software supporting order management, general ledger or allocation processes), position or other data management, cash and position reconciliation, trade execution tracking, regulatory filings, maintaining investor information and generating investor reports and other investor information including responses to due diligence questionnaires and requests for proposals;

•

expenses related to any limited partner advisory committee of a Client;

•

expenses relating to the valuation or appraisal of investments and expenses associated with securities quotation services and products (e.g., Bloomberg, Intex, IDC, NYSE, and other similar services);

•

expenses, including, but not limited to, fees for legal or regulatory advice or compliance services, relating to anti-money laundering and know your customer laws, regulations or rules;

•

expenses relating to investor communications, such as an investor portal, and expenses related to holding an annual informational meeting of investors;

•

any withholding or other taxes, together with any interest and penalties thereon that are not properly chargeable to one or more of a Client’s investors and that are payable to U.S. federal, state and local, and other governmental agencies and all expenses incurred in connection with any tax audit, investigation, settlement or review;

•

other expenses related to the investment, financing, monitoring, enhancement, disposition or reporting of Client assets;

•

all costs and expenses in connection with any credit facility entered into by a Client or any special purpose vehicle or other borrowing or indebtedness (including margin loans) undertaken by the Fund, including the payments of any principal or interest, as well as servicing fees and special servicing fees;

•

costs and expenses of forming and maintaining any alternative investment vehicles and investment vehicles;

•

costs and expenses related to complying with any side letter agreements and the “most favored nations” processes associated with such side letter agreements;

•

fees, costs and expenses incurred in connection with any tender offer for limited partner interests in the Partnership or other secondary transaction led by the General Partner, in each case, whether or not consummated;

•

fees and expenses incurred in connection with transfers of interests not otherwise borne by the applicable transferor or transferee;

•

fees and expenses incurred in connection with distributions of cash, assets or other property to investors;

•

all expenses relating to investor defaults and related enforcement or remedial actions;

•

costs and expenses incurred in connection with amendments to, restructuring of, or compliance with the constituent documents of a Client and related entities;

•

fees, costs and expenses incurred in connection with dissolving, liquidating, winding-up or terminating a Client; and

•

travel, lodging, meals or entertainment related to any of the foregoing.

Clients pay the fees, costs and expenses of their service providers under the relevant agreements at commercial rates negotiated from time to time. No maximum level of fees has been established between Clients and their service providers. In addition, the service providers may have a right to be reimbursed by Clients for reasonable out-of-pocket expenses. The foregoing expenses or fees may be charged on a recurring or one-off basis and may be calculated as a flat-fee or a percentage of Client assets or otherwise. Furthermore, none of the fees charged to and payable by Clients are subject to a generally applicable maximum level. Clients do not bear the cost of (i) any remuneration to employees or officers of the Adviser, (ii) expenses solely related to the Adviser or its affiliates unless specifically noted above or (iii) any expenses relating to holding an annual informational meeting of investors in the Clients. For the avoidance of doubt, a Client will bear the cost of officers, employees, vendors or third-party operators or managers of investments or their holding structures, including where such officers, employees, vendors or third-party operators or managers are appointed, hired or engaged by or at the direction of the Adviser. Expenses incurred for the benefit of one or more Clients will generally be allocated as of the end of each month in which it is incurred pro rata in proportion to either the size of each of such Clients, the relative exposure (actual or anticipated) of each of such Clients to the investment to which such expense relates or as otherwise determined by the Adviser in accordance with its policy on expense allocation. Other expense allocations may result from the Adviser’s policies, which are available upon request. For example, pursuant to the Adviser’s best execution policy, research expenses attributable to higher commissions (or larger spreads) will be borne by the Adviser’s Clients

participating in the applicable trades and such parties may be different from those participating in the trades benefitting from the research. To the extent a Client incurs any expenses on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Client’s investors, the general partner of such Client may, but generally does not expect to, determine that such expenses will be borne by only those investors on whose behalf such expenses are incurred or whose particular circumstances gave rise to such expenses. The Adviser (or its related persons) may incur and pay in the name of and on behalf of Clients, any expenses that it deems necessary or advisable. Such Clients will promptly reimburse the Adviser (or its related persons) for such expenses. For the avoidance of doubt nothing herein is a limitation on the nature of expenses that Clients may indirectly bear in connection with any investment in a portfolio investment. Certain types of portfolio investments may have expense policies different from the Clients’, including differences that permit certain expenses that would not be borne by the Clients if incurred by it or on its behalf by the Adviser. Where Governing Documents so provide, if the Adviser receives fees other than management or incentive fees (e.g., director fees) as a result of a Client’s investment, the Adviser will apply a pro rata share of such fees (net of any unrecouped expenses, which the Adviser has elected to pay on behalf of a Client) as an offset against management fees owed to the Adviser by such Client, if any. To the extent that such fees received by the Adviser attributable to a Client exceed management fees owed to the Adviser (or are not determined to result from a Client’s investment), the Adviser is permitted to retain those amounts. The Client’s pro rata share is generally based on its total relevant economic exposure (i.e., market value) to the relevant investment, which depending on the circumstances may for these purposes comprise equity and/or debt to one or more issuers, relative to other Clients. Any such amounts owed to the Adviser by a Client may also be reduced by an amount equal to any placement fees paid by the Client and may, in the Adviser’s sole discretion, be reduced by an amount equal to any fees earned by the Adviser in connection with a Client’s investments. Any such offset will generally occur after actual receipt of payment by the Adviser related to such fees.

Any given fee arrangement may be more or less advantageous depending on performance and timing of distributions. Prospective investors or Clients should note that incentive fees or allocations may create an incentive for the Adviser to select riskier or more speculative investments than would be the case in the absence of such compensation. Potential conflicts of interest may also arise with the allocation of limited investment opportunities to the extent that the Adviser may have an incentive to allocate investments that are more likely to generate excess distributions but that are also riskier or are expected to increase in value to principal accounts or preferred Clients, including Clients with higher incentive fee or allocation structures. Compensation paid by co-investors creates an incentive for the Adviser to favorably allocate investments to such third parties. The compensation arrangements referred to in this section present potential conflicts when the Adviser’s interests may not be or may not be perceived to be aligned with the best interests of one or more of its Clients or their underlying investors. Improper activity could manifest itself in the form of inappropriate recommendations or investments allocated to certain Clients because the Adviser hopes the Client will attract additional investors or because it has been underperforming in an investment strategy. In addition, the Adviser will face a conflict of interest when pricing a position because marking it down could cause (i) a decline in a Client’s performance and a decrease in fees to the Adviser or (ii) an increase in performance volatility, which can make the Client potentially less attractive to existing and prospective investors. In its efforts to address these conflicts, the Adviser has implemented a trade allocation and aggregation policy, which is available to investors and potential investors for review upon request, that together with procedures adopted thereunder mitigate the risk that investment opportunities are allocated other than fairly among Clients, proprietary accounts and co-investment vehicles. These policies and procedures take into account variations in investment programs, objectives, restrictions, liquidity, available purchasing power (e.g., cash and available borrowings), portfolio balance, anticipated inflows/outflows and other factors, but do not permit consideration of a Client’s performance fee or incentive arrangement. As a general matter, allocations are subject to the Adviser’s policy of generating capital for Clients with upcoming redemptions or distributions and investing capital of new Clients or those with excess liquidity resulting from in-flows. Clients may invest through special purpose vehicles to enhance the Adviser’s ability to allocate opportunities in furtherance of this policy, among other things. The Adviser’s compliance department regularly reviews Client transactions to confirm that allocations are done in a fair manner and in accordance with the Adviser’s policies and procedures. The compliance department seeks the input of the Chief Financial Officer and Chief Executive Officer, or members of their teams as needed. The Adviser has also adopted a valuation policy, which is available to investors and potential investors for review upon request, which together with procedures adopted thereunder mitigate the risk that investments are improperly marked. The policies and procedures

provide for regular review and testing of pricing. Valuations of Client investments, which will affect the amount of management and incentive fees or allocations, may involve uncertainties and judgment determinations, and if such valuations should prove to be incorrect, Client net asset value could be adversely affected. Other than as required by U.S. GAAP, the Adviser does not generally make retroactive adjustments to valuations to reflect new valuation information after a pricing period has closed, even though such information may result in more reliable pricing. Where Clients invest together in the same portfolio companies the applicable investment restriction or guidelines of a Client that is most restrictive will impact the terms or manner in which other Clients can invest. Such restriction may be detrimental to such other Clients. For example, one Client has certain limitations regarding portfolio company indebtedness. Accordingly, with respect to any investment in which such Client invests alongside another Client, the other Client’s financing options at such portfolio company may be limited by such restriction, which may increase the cost of financing or cause such Client’s investments to incur a lower overall level of financing than it would have absent such restriction. The Adviser, its affiliates and their respective employees hold investments in various Clients that may be disproportionate both in absolute terms and relative to each Client's capital account balances. The existence of such disproportionate holdings may create an incentive for the principals and employees of the Adviser to devote a more significant portion of their time and attention to the investment programs of Clients in which the Adviser, its affiliates and their respective employees hold larger investments in absolute or relative terms. In addition, such disproportionate holdings may create an incentive for the Adviser to make investments that are more conservative or aggressive on behalf of a Client than would be the case in the absence of such disproportionate holding, which may result in reduced returns for such Client. A Client and/or one or more other Clients that have invested side-by-side may be required to liquidate their investments, including, for example, due to the exercise by their respective investors of their right to dissolve such Client. In the case of a dissolution, this may require the selling of the Client's investments under circumstances that may negatively affect returns. Where another Client that has invested alongside a Client is forced to liquidate its investments, such liquidation may also negatively affect the value of the Client's investments and/or the circumstances of their disposition, which could negatively affect the Client's returns. In addition, other Clients that have invested side-by-side with a Client may voluntarily sell or otherwise dispose of their investments, including, for example, in order to generate liquidity, to fulfill contractual commitments to exit certain investments by a specified date or under specified circumstances. The market impact associated with such sales or dispositions by other Clients may adversely affect the ability of the Client to liquidate its position in the same or similar investment, the price at which such liquidation occurs, or, where the Client does not liquidate its position, the mark-to-market value of such position. Where the Adviser is presented with limited disposition opportunities, the Adviser may also take into account the liquidity needs of each Client, including the need to generate capital for Clients with upcoming redemptions or distributions, which may result in a Client's exit from an investment in a less advantageous manner than would otherwise occur. From time to time Clients invest in parts of an issuer’s capital structure different than those held in another Client’s portfolio or such investments are made in different relative amounts. The Adviser acknowledges there may be conflicts of interest in managing such investments, especially in distressed situations. For example, the Adviser from time to time appoints personnel to serve

on various committees (generally unofficial), including creditor ad hoc committees, creditor steering committees, equity holders’ committees or other groups to ensure preservation or enhancement of a Client’s position as a creditor or equity holder in bankruptcy or insolvency proceedings or otherwise be engaged in financial restructuring activities in a variety of capacities. Such activities may result in the Adviser receiving confidential information that may, as a result of applicable securities laws or the internal policies of the Adviser, limit or otherwise constrain the Adviser’s flexibility in purchasing or selling securities or other obligations with respect to other Clients’ portfolios. In an effort to avoid such restrictions or limitations, the Adviser may elect not to receive confidential information, which may be relevant to a Client’s portfolio, that other market participants are eligible to receive or have received. Clients may also invest in instruments issued directly or indirectly by portfolio companies in which other Clients have an economic interest, such as finance vehicles. In such cases the decision to invest in a financing vehicle such as a securitization may conflict with the decision by a portfolio company to obtain financing by way of such vehicle. Certain portfolio companies will in the ordinary course of their business provide services or sell goods to, receive services or goods from, lease space to or from, or participate in agreements, transactions or other arrangements with (including the purchase and sale of assets and other matters that would otherwise be transacted with independent third parties) other portfolio companies, which will not be owned by the same Clients or the ownership among Clients will not be in the same proportion. These transactions or arrangements will involve the payment or receipt of money or other benefits. In certain cases, an investment thesis regarding a portfolio company will contemplate facilitating a relationship with another portfolio company. Any such transaction or arrangement may be entered into with the active participation of the Adviser. To the extent of any such participation, the Adviser will face a conflict if it stands to earn more fees in connection with Clients more weighted to one portfolio company over another.

The Adviser or its related persons have entered into and in the future expect to enter into side letters or other similar agreements with investors in a Fund that have the effect of establishing rights under, or altering or supplementing the terms of, that Fund’s Governing Documents. Such rights or terms in any such side letter or other similar agreement are not subject to approval by the Funds’ other investors and have included and may in the future include, among other things, (i) different liquidity or notice periods, minimum investment amounts or fees or incentive allocations, (ii) excuse rights applicable to particular investments (which may increase the percentage interest of other investors in, and contribution of obligations of other investors with respect to, such investments) or expenses, (iii) the agreement of the Adviser or its affiliates to extend certain information rights or additional diligence, valuation or reporting rights to such investor, including, but not limited to, accommodating special regulatory or other circumstances of such investor, (iv) additional obligations and restrictions on the Adviser or its affiliates and the Fund with respect to the structuring of investments in light of the legal, tax and regulatory considerations of such investor, (v) different levels of preferred return and/or different claw back arrangements, (vi) other rights or terms in light of particular legal, regulatory, public policy or other characteristics of such investor, or (vii) confidentiality of investor information and dispute resolution. Monarch generally expects that side letters may be entered into with larger or legacy investors and investors with obligations to comply with specific regulatory or internal policy requirements, as well as with such other investors as the Adviser may deem appropriate. Investors who have side letters or similar arrangements may make independent investment decisions based on the information obtained pursuant to those arrangements. The terms of any such side letter or agreement generally will not be disclosed to other investors unless the Adviser or its affiliates have specifically agreed to do so with another underlying investor or as may be required by applicable law. The terms and conditions of certain side letters or similar arrangements differ with respect to material terms and confer favorable rights or waive obligations for investors with such letters.

Monarch takes a flexible and opportunistic approach to investing by generally focusing on areas with limited competition, including mid-sized capital structures, less trafficked instruments in large situations and differentiated investment approaches within certain segments and industries. The Adviser utilizes a research-driven approach to investing. Monarch seeks to develop a superior understanding over sellers of investments that typically may be unwilling or unable to hold instruments in complex or dynamic situations, by utilizing its expertise and conducting more research about the company, the capital structure and, as applicable, the restructuring or legal process. The Adviser approaches investing on a “bottom-up” basis meaning that the investment team seeks to invest in what it believes to be the most attractive opportunistic credit and real estate investment opportunities at a given time based on rigorous analysis of each individual investment rather than building the portfolio based on market factors such as the direction of the economy, interest rates, currencies and credit spreads. Monarch frequently takes an active approach in its investment strategy and seeks to drive value creation by capitalizing on its differentiated restructuring and legal expertise and the ability to navigate complex situations. Being active creates opportunities for value by driving outcomes, which can provide for enhanced economics when compared to passive investors, incremental investment opportunities, and other offerings at attractive terms, as well as new opportunities in related situations. When Clients receive significant equity stakes in restructured companies, members of Monarch’s investment team may join the board of directors of a restructured company or otherwise become actively involved to influence management and work to enhance the value of Client investments. Additionally, when active in the restructuring or legal process, the investment team typically participates in groups such as ad hoc creditors’ groups and bank steering committees. Monarch’s investment team may also participate in official Chapter 11 creditors’ committees. The Adviser’s ongoing process following the initial investment entails continual research and active involvement to identify additional opportunities for follow-on investments, support its efforts to influence the outcome of a restructuring or legal process and maximize the value of the investment. In real estate, Monarch focuses primarily on real estate debt and structured credit, specifically single asset single borrower securitizations, as well as other securitized assets. Monarch’s investment team takes a flexible and opportunistic approach to investing by focusing on areas where it believes there is limited competition. Monarch’s dynamic approach to sourcing opportunities seeks to capitalize on an ever-evolving investment landscape.

An investment in securities or other financial instruments, including the portfolio companies and other investments held by Clients, involves a significant degree of risk. There can be no assurance that the investment’s targeted returns will be achieved or that there will not be a loss of capital. A Client’s losses will be borne solely by the underlying investors and not by the Adviser. Therefore, an investor should only invest in a Client if the investor can withstand a total loss of its investment. Prospective Clients or investors in Clients should take note of the general aforementioned risk of loss and carefully review the various risks particular to the Adviser’s investment strategy outlined below and in the applicable Client’s Governing Documents. Not all risks are apparent or known, so prospective Clients or investors in Clients should not assume that the following is a complete list of risks attendant to a Client’s investment program. Material, Significant or Unusual Risks Relating to Investment Strategies General Investment Risks All Client investments risk the loss of capital. A Client’s investment program, refined research techniques, active participation in the reorganization process and targeted and portfolio-wide hedging activities may not successfully moderate this risk nor may a careful selection of loans, securities, equity interests, other financial instruments and assets. There can be no assurance that a Client’s program will be successful or that investments purchased by a Client will increase in value. All prospective Clients or investors in a Client should consult their own legal, tax and financial advisors prior to investing in a Client or engaging the Adviser’s investment advisory services. Reliance on Key Management Personnel The success of a Client will depend, in large part, upon the skill and expertise of the management of the Adviser. There is no assurance that the members of the Adviser’s investment committees or other key members of the management of the Adviser will continue to be employed by the Adviser for any period, or that the Adviser will be able to attract, develop, integrate and retain replacements or additional employees when needed. In the event of the death, disability or departure of any of such individuals, the business and the performance of a Client may be adversely affected. In addition, investors in Clients will have no opportunity to control the day-to-day operations, including investment and disposition decisions. Nor will they have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding investments to be made by the Adviser on behalf of such Client. Accordingly, Clients will be dependent upon the judgment and ability of the Adviser in investing and managing the Clients. General Economic and Market Conditions The success of the Adviser’s activities is affected by general economic and market conditions, which are generally unpredictable and can be caused by a variety of economic, social, political, military, climatic and other factors. The Adviser’s investment advisory activities and operations, or the activities and operations of a Client, Client portfolio company or service provider, are subject to risks associated with unforeseen or catastrophic events, including terrorist attacks, natural disasters, and the emergence

of a pandemic, which could create economic, financial, and business disruptions. These events could lead to operational difficulties that could impair the ability to continue such activities and operations. Catastrophic events have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, global health emergencies or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which Clients invest directly or indirectly and, in turn, could have a material adverse impact on Clients. Losses from terrorist attacks, global health emergencies and natural disasters are generally uninsurable. From time to time, countries have experienced outbreaks of infectious illnesses. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on a particular country’s economy, which in turn could adversely affect Client investments. Epidemic or Pandemic Considerations Any public health emergency, including any outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on the Fund and its investments and could adversely affect the Fund’s ability to fulfill its investment objectives. The extent of the impact of any public health emergency on the operational and financial performance of the Adviser or any Client will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of a Client’s investments as well as the ability of the Client to source, manage and divest investments and achieve its investment objectives, all of which could result in significant losses to the Client. In addition, the operations of each of the Client, its investments and Monarch may be significantly impacted, or even halted, either temporarily or on a long-term basis, as a result of government “shelter in place” or “stay at home” orders and directives, quarantine and curfew measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any such entity’s personnel. Geopolitical Risks and Other Business Interruptions The Adviser’s investment advisory activities and operations, or the activities and operations of a Client portfolio company and service providers, could be interrupted or adversely affected by extraordinary events or emergency situations, including, without limitation, outbreaks of infectious diseases, epidemics or pandemics, war, terrorism, failure of technology, disasters,

government macroeconomic policies, or social instability. In order to mitigate the effects of these types of events, the Adviser may activate business continuity and disaster recovery plans. These plans may, for example, require employees to work and access information technology, communications or other systems remotely. The failure of these systems and/or disaster recovery plans for any reason could cause significant business interruptions in the Adviser’s, a Client’s and/or a portfolio company’s operations. Limited Diversification Subject to applicable Client restrictions, the Adviser may concentrate investments in particular industries, geographic regions or companies. To the extent the Adviser concentrates a Client’s investments in a particular issuer, a small number of issuers or issuers within one industry, a Client’s portfolio may become more susceptible to fluctuations in value resulting from adverse economic or business conditions affecting those particular issuers or such industry. Accordingly, a Client may be subject to more rapid changes in value than would be the case if a Client were required to maintain a wide diversification among types of investments. Volatile Markets The market for bank loans, corporate debt and other credit-related investments has historically experienced levels of extreme volatility, and this volatility may recur at any time. During such periods, markets may experience periods of very limited liquidity. Price movements are influenced by many unpredictable factors, such as market sentiment, inflation rates, political events, interest rate movements, natural disasters, and general economic conditions. Diverse markets may move rapidly in the same direction due to any one or a combination of these factors. Investments in Emerging Markets Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other more established economies or markets. Such risks may include (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers; (xi) less extensive regulation of the markets; (xii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; and (xiv) certain considerations regarding the maintenance of Client investments with non-U.S. brokers and securities depositories. Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging countries. A Client could be

adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by a Client or gains from the disposition of such financial instruments. In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter (“OTC”) markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. A Client may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts. Potential Illiquidity of Investments Although Client investments may generate some current income, the return of capital and the realization of gains, if any, from an investment will generally occur only upon the partial or complete disposition, satisfaction or refinancing 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. Dispositions of investments may also be subject to contractual limitations on transfer or other restrictions that would interfere with the subsequent disposition of such investments or adversely affect the terms that could be obtained upon any disposition thereof. As a result, there is a risk that a Client may be unable to realize its investment objectives by sale or other disposition at attractive prices if forced to sell early or that it will otherwise be unable to complete any exit strategy in the manner contemplated at the time of acquisition. The market value of Client investments will fluctuate with, among other things, changes in interest rates, general economic conditions, economic conditions in particular industries, the condition of financial markets and the financial condition of the issuers of Client investments. Additionally, Client investments may be subject to certain other transfer restrictions that may contribute to illiquidity. Also, Client investments constituting a control position will generally be subject to additional transfer restrictions under federal securities and other laws by virtue of such control position, which may contribute to illiquidity. Similarly, Clients have invested and in the future may invest in primary issuances of private debt, equity or hybrid securities, which are not expected to develop a secondary trading market. Therefore, no assurance can be given that, if a Client decides to dispose of a particular investment, it will be able to dispose of such investment at the prevailing market price, in a timely manner, or at all.

Inside Information The Adviser or its affiliates are regularly in possession of material, non-public information concerning the issuer of securities or other instruments in which Clients have invested, or in which the Adviser intends to invest for its Clients. The possession of such information may limit the ability of Clients to buy or sell such securities or other instruments. Accordingly, the Adviser may be required to refrain on behalf of its Clients from buying or selling such securities or other instruments at times when the Adviser might otherwise wish to cause a Client to buy or sell such securities or other instruments. To avoid such a restriction applying to one Client, Monarch may refrain from obtaining information that could benefit another Client. While Monarch has implemented various procedures to ensure that it does not trade while in possession of material, non-public information, an investigation by a regulator or an allegation by another party, even where ultimately proved to be unfounded, could create an extraordinary burden on Monarch’s staff and adversely affect Clients. As a result, Monarch may avoid executing certain legitimate transactions on behalf of its Clients where the particular circumstances surrounding such transactions might invite scrutiny. Avoiding such transactions may result in losses or missed opportunities for Clients. Notwithstanding the maintenance of restricted securities lists and other internal controls, it is possible that the internal controls relating to the management of material non-public information could fail and result in Monarch, or one of its investment professionals, buying or selling a security while, at least constructively, in possession of material non-public information. Inadvertent trading on material non-public information could have adverse effects on Monarch’s reputation, result in the imposition of regulatory or financial sanctions and, as a consequence, negatively impact Monarch’s ability to provide its investment management services to its Clients. Increase in Interest Rates Certain Clients are permitted to place debt financing on their investments and may, in certain cases, incur short term leverage at the fund level, which debt financing or leverage may be on a fixed rate or variable rate basis. Any increase in interest rates would increase the Clients’ interest costs on variable rate debt and could impact their ability to refinance debt when it matures. In addition, higher interest rates during the course of a Client’s investment period could adversely affect investment returns for its investors. Significant changes in market interest rates, or even the perception that a change may occur, could adversely affect a Client’s investments. In addition to the situation described above, a rise in interest rates could reduce the amount of funds available to a portfolio investment to service debt or pay dividends on investments held by the Client. Bank Accounts The Clients use banks to custody investor funds or securities. Companies in which Clients invest use banks for cash management, financing, and other services. Clients and their portfolio investments may be significantly exposed to individual banks. Recent events have demonstrated the risk of banks being undercapitalized, adversely affected by changes in interest rates and subject to runs on deposits. The failure of an individual bank may cause the Clients or companies in which they invest to be unable to withdraw deposits or draw on lines of credit or other borrowings, which

could negatively impact the Clients’ operations and/or potentially result in losses to the Clients and their investors. Banks are subject to regulation that may affect the scope of their activities, the prices they can charge, the amount of capital they must maintain, and, potentially, their size. Recent legislation in the U.S. has relaxed capital requirements and other regulatory burdens on certain U.S. banks, which may result in increased overall risk in the financial sector. Future legislation may tighten such requirements and burdens increasing the cost, and decreasing the availability, of borrowing. Banks can also experience significant and rapid adverse effects via increases in interest rates and loan losses, decreases in the availability of money or written-down asset valuations, credit rating downgrades, and adverse conditions across related markets. Banks are exposed to the credit risk of their counterparties. Banks may have significant exposure to the same borrowers or counterparties, or may be perceived by the market as being subject to the same risks that a distressed bank may be experiencing. An adverse public perception of a bank’s exposure, real or potential losses or liquidity may have a “contagion” effect and create risks for other banks and financial entities. Any “contagion” effects to other entities in the financial sector could negatively impact a Fund and/or cause losses to the Fund and its investors. Enhanced Scrutiny and Regulation of Private Investment Funds The growth of the private funds industry, and the increasing size and reach of transactions, as well as the increased attention to private funds, has prompted governmental and public attention to the private funds industry and its practices over the past fifteen years. In particular, on July 21, 2010, former U.S. President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This comprehensive reform of the U.S.’s financial regulatory system, among other things, requires registration with the SEC of advisers to private funds whose assets under management exceed $150 million (with certain limited exceptions) and imposes reporting and record-keeping obligations with respect to the private funds they advise. The Dodd-Frank Act also imposes a number of restrictions on the relationship and activities of banking organizations with private equity and hedge funds and other provisions that affect the private funds industry, either directly or indirectly. In addition, as alternative asset managers have become influential participants in the U.S. and global financial markets and economy generally, the private funds industry has been subject to criticism by some politicians, regulators and market commentators. In Germany, for example, U.S. and UK private equity firms are perceived by some as having been responsible for certain high profile bankruptcies as well as high levels of domestic unemployment. There have been similar concerns expressed in other European countries. Various federal, state and local agencies have examined the role of placement agents, finders and other similar private funds service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. Furthermore, elements of organized labor and other representatives of labor unions have targeted private equity firms on a variety of matters of interest to organized labor, including with respect to affording favorable treatment or significant deference to organized labor and labor unions in dealings with issuers. There can be no assurance that the foregoing will not have an adverse impact on the Clients, the Adviser or Adviser personnel, or otherwise impede the Clients’ activities.

This increased political and regulatory scrutiny of the private funds industry was particularly acute during the global financial crisis. For example, in addition to the U.S. and European legislation described above, other jurisdictions proposed modernizing financial regulations that 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 a risk that regulatory agencies in the U.S., Europe or elsewhere could continue to adopt burdensome laws (including tax laws) or regulations, or could implement changes in law or regulation, or could pursue interpretation or the enforcement thereof, which are specifically targeted at the private funds industry. Enhanced U.S. Regulation of the Private Fund Industry There has been, and will continue to be, significant regulatory and governmental focus in the private investment fund industry which has, and will continue to result in, governmental scrutiny and/or increased regulation of the industry. Increased regulation may increase the costs of compliance of private investment funds, portions of which are expected to be treated as fund expenses. Regulatory changes could expose the general partners of the Clients and their affiliates to regulatory scrutiny, censure, and penalties if they are unable to comply, all of which could negatively impact the general partners and their affiliates’ business and standing within the private funds investor community and specifically, the Clients’ fund-raising activities and performance. SEC Investigations There can be no assurance that the Clients, the Adviser or their respective affiliates will avoid regulatory examination and possible enforcement actions in the future. Recent SEC enforcement actions and settlements involving U.S.-based private fund advisers have involved a number of issues, including the undisclosed (or insufficient disclosure of) allocation of the fees, costs and expenses related to unconsummated co-investment transactions (i.e., the allocation of broken deal expenses) and undisclosed (or insufficient disclosure of) legal fee arrangements affording the applicable adviser with greater discounts than those afforded to funds advised by such adviser. Although Monarch believes the foregoing practices to have been common historically amongst private fund advisers within the U.S. private funds industry, the SEC or any other governmental authority, regulatory agency or similar body may take issue with, or continue to take issue with, past or future practices of Monarch or any of its affiliates as they pertain to any of the foregoing. In such instances, Monarch and/or such affiliates may be at risk for regulatory sanction. Even if an investigation or proceeding did not result in a sanction, the Clients, the Adviser or their respective affiliates may be subject to adverse publicity relating to the investigation, proceeding or imposition of any such sanction. The adverse publicity relating to the investigation, proceeding or imposition of any such sanction could harm the Clients, the Adviser or their respective affiliates’ reputations which may adversely affect the Clients’ investment performance by hindering its ability to obtain favorable financing or consummate a potentially profitable investment. Non-U.S. Investments Clients make investments in a number of different countries outside of the U.S. With any investment outside of the U.S., there exist certain economic, political, and social risks, including

the risk of adverse political developments, nationalization, confiscation without fair compensation, civil unrest, or war, some of which are less prevalent in the case of investments in the U.S. In addition, laws, regulations, and conditions in non-U.S. countries may impose restrictions or risks that are less prevalent in the U.S. and may require financing and structuring alternatives that differ significantly from those customarily used in the U.S. The Adviser will analyze risks in the applicable non-U.S. countries before making such investments, but no assurance can be given that political or economic conditions, or particular legal or regulatory risks, might not adversely affect an investment by a Client. Certain of the aforementioned risks may be increased with respect to any investments a Client may make in developing and emerging markets. In addition, if a Client were to invest in companies domiciled outside of the U.S. or in U.S. companies with significant business interests outside the U.S., the scope and nature of such Client’s due diligence activities in connection with investments outside of the U.S. could be more limited than due diligence reviews conducted in the U.S. because reliable information is often unavailable or prohibitively costly to obtain in certain non-U.S. countries. The lower standards of due diligence and financial controls in investments in certain countries increase the likelihood of material losses on such investments. Furthermore, such Client might not be in a position to take legal or management control of its investments in certain countries. It may also not have legal recourse in the event of a dispute, and remedies might have to be pursued in the courts of the country in question where it could be difficult to obtain and enforce a judgment. Regulatory Limitations on Investment Activity by European Regulators Directive 2011/61/EU, as implemented in the European Economic Area (“EEA”), and as such Directive forms part of United Kingdom (“UK”) domestic law by virtue of the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) (as amended) (the “AIFM Directive”) and the UK AIFM Directive require European Union (the “EU”) authorized managers of Alternative Investment Funds (“AIFMs”), such as the Adviser and/or the EU AIFM of a Client, to comply with certain obligations in respect of the acquisitions of controlling stakes in companies established in a Member State of the EEA or in the UK, as a condition for offering investments in their alternative investment funds (“AIFs”) to investors established, domiciled or with a registered office in the EEA or in the UK. These obligations include the requirements to make certain notifications and disclosures to the board of the portfolio company, its other shareholders, its employees and the relevant EEA Member State regulator(s) and, as the case may be, the UK regulator. In addition, the AIFM Directive and the UK AIFM Directive restrict the ability of managers of AIFs to facilitate, support, instruct, or vote in favor of, distributions, capital reductions, share redemptions and/or acquisitions of its own shares by the investment in the first 24 months following the acquisition of control. In broad terms, these restrictions allow distributions only out of “distributable profits” (as determined in accordance with the applicable law in the relevant EEA Member State or in the UK) and then only if that investment’s net assets would remain at or above the level of the subscribed capital plus undistributable reserves. These restrictions may impact a Client’s ability to structure its investments in EEA or UK investments efficiently or to exit an investment at an appropriate time and, as such, may adversely affect a Client’s ability to carry out certain of its investment strategies and achieve its investment objectives.

In addition, Regulation (EU) 2017/2402/EU (the “EU Securitisation Regulation”) and the UK Securitisation Regulations 2024 (SI 2024/102) (together with the securitisation sourcebook of the FCA Handbook, the Securitisation Part of the Prudential Regulation Authority Rulebook and the relevant provisions of the Financial Services and Markets Act 2000, the “UK Securitisation Regulation”, and together with the EU Securitisation Regulation, the “Securitisation Regulations”) regulate issuance and investment in securitizations in the EU and the UK and impose certain risk retention, transparency and investor due diligence requirements on EU and UK investors that are in scope of the EU Securitisation Regulation and UK Securitisation Regulation respectively, including EU and UK managers of AIFs applies. The EU Securitisation Regulation applies to the AIFM. The Securitisation Regulations restrict investment by institutional investors (broadly, the EU insurance undertakings, AIFMs that manage or market AIFs in the EU, UCITS management companies and credit institutions) in securitizations that do not meet the requirements under the applicable Securitisation Regulations, including the requirement that the originator, sponsor or original lender retain a net economic interest of at least 5% of the exposures, and that EU institutional investors undertake appropriate due diligence. In addition, the Securitisation Regulations require the originator, sponsor and the issuer of a securitization to provide investor reporting and make available certain prescribed information regarding the underlying assets of the securitization to investors, national regulators and, upon request, to potential investors, and in the EU using prescribed reporting templates. The Adviser may, in its discretion, take any action as it deems reasonable to comply with its obligations under the Securitisation Regulations, where applicable. This may increase costs, impede the ability of the Adviser to pursue its investment program, have a negative and adverse impact on a Client’s performance, and may contribute to lower aggregate returns for investors. As a result of the Securitisation Regulation, the Adviser may, and presently expects to, limit the exposure of certain Clients to certain investments which are non-compliant securitizations that other Clients may otherwise participate in. Notwithstanding the foregoing, such Clients may still invest in, or through, certain entities that have exposure to non-compliant securitisations (but that are not themselves non-compliant securitisations under the Securitisation Regulations). In addition, the European Commission has published a proposal for the amendment of the EU Securitisation Regulation that is expected to amend, inter alia, the scope of the due diligence requirements imposed on the EU institutional investors. The legislative process in relation to such proposal is ongoing and it is not currently clear on what terms, if at all, such proposal would be implemented. If and to the extent that any investor in a Client is itself an EU institutional investor and is subject to the due diligence requirements under the EU Securitisation Regulation, no representation is made that it will be possible for such investors to comply with the EU Securitisation Regulation and such investors are urged to consult their own legal advisors with regard to their obligations under the EU Securitisation Regulation in relation to the investment in such Client. If a Client invests in securitisations (within the meaning of the EU Securitisation Regulation), the prohibition of re-securitisation may limit its ability to incur leverage and obtain financing.

On 1 November 2024, the UK Securitisation Regulations 2024 (the “New UK Securitisation Regulations”), together with the UK securitization rules previously published by the Financial Conduct Authority and Prudential Regulation Authority replaced the assimilated Securitisation Regulation in the UK. The New UK Securitisation Regulations set out the legislative framework for the new UK securitization rules. While the previous UK securitization rules assimilating the Securitisation Regulation will be mainly preserved, targeted changes with respect to certain topics including, for example, risk retention for certain securitizations, hedging against retained risk, due diligence for institutional investors and delegation of due diligence have been made under the New UK Securitisation Regulations. The impact on the Clients and their respective investors of the New UK Securitisation Regulations is difficult to predict at this time. Any action the Adviser deems reasonable to comply with obligations under the New UK Securitisation Regulations may increase costs and contribute to lower aggregate returns for investors. Directive (EU) 2021/2167 (the “Credit Servicers Directive”) requires investors that acquire, manage or sell certain non-performing loans (“NPLs”) issued by or novated to EU credit institutions in the secondary market, to comply with the Credit Servicers Directive in respect of transfers of NPLs that completed on or after December 30, 2023. Where a Client is a purchaser of relevant NPLs, it may be subject to the requirements of the Credit Servicers Directive, including requirements to appoint an appropriately authorized credit servicer to administer certain NPLs and to comply with certain disclosure and reporting provisions. Compliance with the Credit Servicers Directive may increase the overall costs and expenses of a Client. Banking Risk In the spring of 2023, the U.S. financial services industry experienced a period of uncertainty following a number of failures of regional banks and their entry into receivership. The consequences of these closures and receiverships included limited liquidity, defaults, nonperformance and other adverse developments amongst these financial institutions, giving rise to similar liquidity constraints and adverse developments among their transactional counterparties and customers. Concerns–actual or perceived–about these failed institutions, as well as certain other regional banks, and their counterparties and customers, have led and could continue in the future to lead to market-wide liquidity problems. Accordingly, investment into the Clients are subject to the risk that one or more banks, investment banks, brokers, hedging counterparties, lenders or other custodians of cash and other assets with whom the Clients do business (each, a “Financial Institution”) fail to perform their obligations or experience closure, receivership, bankruptcy or any other form of financial distress or difficulty, including insolvency (each, a “Distress Event”). Distress Events can be caused by a variety of factors, including eroding market sentiment, significant deposit withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, the applicable Clients may not be able to access deposits, draw upon borrowing facilities or have access to other services for an extended period of time or ever. For example, if any of a Client’s lenders were to be placed into receivership or bankruptcy, such Client could be unable to access existing committed credit lines. In addition, if any of a Client’s investors or other parties with whom such Client conducts business are unable to access funds or credit lines with a

Financial Institution, such parties’ ability to meet their obligations to such Client or to enter into new arrangements requiring additional capital or payments to such Client could be adversely affected. Although deposits with a bank insured by the Federal Deposit Insurance Corporation (“FDIC”) are insured to applicable limits, which are generally $250,000 per depositor and per ownership category, and securities and cash held by certain broker-dealers are insured by SIPC, amounts in excess of the relevant insurance limits 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, there can be no assurance that governmental intervention will be attempted, and if it is, there can be no assurance that it will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. It is also possible that there will be further involvement of governmental and other regulatory authorities in financial markets in the U.S. and/or around the world. The economic circumstances described above could continue or worsen in the future, and changes in general economic conditions are likely to affect the Fund’s activities. For example, a Distress Event could have a potentially adverse effect on the ability of Monarch to manage the Clients and their investments, and on the ability of Monarch and/or the Clients to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. By way of example only, the Clients could bear additional fees and expenses in the event the Clients are not able to close a transaction (whether due to the inability to draw capital on a subscription facility provided by a Financial Institution experiencing a Distress Event, the inability or unwillingness of investors to make capital contributions or otherwise). In addition, the Clients could be unable to acquire or dispose of investments at prices that the Adviser believes reflect the fair value of such investments. Similarly, the issuers in which the Clients invest could be unable to fund working capital needs (e.g., payroll), fulfill obligations or maintain operations. The Adviser expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event. However, there can be no assurance that such remedies will be successful, permitted under applicable law or avoid losses or delays. In addition, many Financial Institutions require, as a condition to using their services or otherwise, that its customers 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 Institution. Although Monarch seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, Monarch is under no obligation to use a minimum number of Financial Institutions with respect to the Clients, or to maintain account balances at or below the relevant insured amount. Armed Conflicts Geopolitical and other events (e.g., terrorist attacks, the armed conflicts between Israel and Hamas and Hezbollah, between India and Pakistan and between Russia and Ukraine, the varying involvement of the U.S. and other countries in such conflicts, political and civil unrest related to the foregoing and other events) have had, and could continue to have, adverse effects on regional and global economic markets, including short-term market volatility and adverse long-term effects that cannot be predicted. For example, the armed conflict between Russia and Ukraine has led to,

among other things, broad-ranging economic sanctions issued by various governments, including the U.S., primarily (but not exclusively) against Russia. Such armed conflicts and related sanctions can exacerbate global supply and pricing issues, particularly those related to oil and gas, and result in increased uncertainty in the regional and global economic markets. These and any other adverse effects, and adverse effects occurring as a result of similar events in the future, could negatively impact the value of the interests or shares in a Client. Inflation The U.S., the nations comprising the EU and other developed economies have experienced higherthan-normal inflation rates in recent years. It remains uncertain whether substantial inflation in the U.S., the EU and other developed economies will continue to be sustained over an extended period of time or have a significant effect on the U.S., the EU or other economies. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets, particularly in emerging economies. For example, if an investment is unable to increase its revenue in times of higher inflation, its profitability may be adversely affected. Investments may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, an investment may earn more revenue but incur higher expenses. As inflation declines, an investment may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. There can be no assurance that continued and more wide-spread inflation will not become a serious problem in the future. Inflation and any governmental efforts to curb inflation may have negative effects on the U.S. and world economies generally, which in turn may affect the forecasted or actual profitability of the Fund and/or its investments. In response to rising inflation, central banks and monetary policymakers around the world, in particular the U.S. Federal Reserve, have raised interest rates in recent years and the specific timelines for rate cuts are uncertain. The ability of investments or businesses in which a Client may invest to refinance debt securities and/or other financial instruments may depend on their ability to sell new securities and/or debt instruments in the high-yield debt or bank financing markets, which may be difficult to access at favorable rates. As a result, investments may lack sufficient funds to service debt or pay dividends on investments held by such Client. Unfavorable market conditions and widening credit spreads may limit access to capital markets, lead to increases in defaults and negatively affect the values of a Client’s investments and returns thereon. Any increase in interest rates would also increase a Client’s interest expenses on variable rate credit facilities and impact its ability to refinance borrowings when they mature. A Client’s ability to generate attractive investment returns may be adversely affected by any worsening of financing terms and availability. 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. Artificial Intelligence The Adviser, the Clients, service providers and any issuers in which the Clients are invested could incorporate uses of Artificial Intelligence (“AI”), including generative AI, into their respective businesses and operations. However, there are significant risks involved in utilizing AI, and no

assurance can be provided that such use will enhance such businesses or operations, or result in such businesses or operations being more efficient or profitable. For example, AI algorithms could be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable. AI has also been known to produce false or “hallucinatory” inferences or outputs, and AI can present ethical issues and subject users to new or heightened legal, regulatory, ethical or other challenges. Inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions. If the AI solutions that Monarch, the Clients, service providers and any issuers in which the Clients create or use are deficient, inaccurate or controversial, Monarch, the Clients, service providers and any issuers in which the Clients could suffer operational inefficiencies, competitive harm, legal liability, brand or reputational harm or other adverse impacts on their businesses and financial results. If the party using AI does not have sufficient rights to use the data or other material or content on which its AI solutions or other AI tools rely, or to use the output of such AI solutions or tools, such party could also incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights or contracts to which they are a party. In addition, regulation of AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on this emerging technology. The technologies underlying AI and its uses are already subject to a variety of laws and regulations, including intellectual property, privacy, data protection, cybersecurity, consumer protection, competition, and equal opportunity laws and regulations, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, privacy, data protection and cybersecurity laws and regulations to AI or are considering general legal frameworks for AI. For example, in Europe, the EU’s Artificial Intelligence Act (the “AI Act”) was entered into force on August 1, 2024, with the first set of provisions thereunder becoming effective on February 2, 2025. The AI Act establishes, among other things, a risk-based governance framework for regulating AI systems operating in the EU. This framework categorizes AI systems, based on the risks associated with such AI systems’ intended purposes, as creating unacceptable or high risks, with all other AI systems being considered low risk. The AI Act prohibits certain uses of AI systems and places numerous obligations on providers and deployers of permitted AI systems, with heightened requirements based on AI systems that are considered high risk. This regulatory framework is expected to have a material impact on the way AI is regulated in the EU and beyond, and, together with developing regulatory guidance and judicial decisions, may affect uses of AI by Monarch, the Clients, service providers and any issuers in which the Clients are invested in. It is possible that Monarch and the Clients will not be able to anticipate how to respond to these rapidly evolving frameworks, and Monarch and the Clients could be required to expend resources to adjust their offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI.

Developments with Respect to Social Networks, Message Boards, and Other Means of Mass Communication The use of social networks such as Facebook, X (formerly called Twitter), LinkedIn, and Instagram, message boards such as Reddit, and other internet channels has become widespread within the U.S. and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation without relying on traditional media intermediaries. Information often spreads rapidly across large segments of the U.S. and global populations, frequently without any independent verification as to its accuracy, which has led to the spread of misinformation in many cases. The spread of information or misinformation regarding the Adviser, the Clients, the issuers in which the Clients invest or any of their respective affiliates could result in material and adverse effects on any of the foregoing. Furthermore, certain administrators of or other service providers to social networks, message boards, app stores, websites, and other internet outlets have taken actions to ban, block, verify, or censor the content disseminated on their networks. Such actions, or similar actions taken by government regulators or courts, could negatively affect the Adviser, the Clients, the issuers in which the Clients invest or any of their respective affiliates. In addition, the debt or equity securities of the issuers in which the Clients invest could become the subject of speculation, including speculation stemming from posts on websites, applications, widely followed social networks or message boards such as Reddit. Such speculation could result in volatility in the prices of such securities, disruptions in capital availability for, or of the operations of, such issuers and/or short-term or long-term losses for such issuers, their affiliates and the Clients. Necessity for Counterparty Trading Relationships; Counterparty Risk The Adviser establishes relationships for its Funds to obtain financing, access to derivative instruments and prime brokerage services that permit such Funds to invest in any variety of markets or asset classes over time; however, there can be no assurance that the Fund will be able to establish or maintain such relationships. Third Party Funds sponsored by third parties generally establish such accounts on their own behalf. An inability to establish or maintain such relationships could limit a Client’s trading activities, could create losses, preclude the Client from engaging in certain transactions, financing, derivative intermediation and prime brokerage services, and could prevent the Adviser from trading at optimal rates and terms for such Client. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before a Client establishes additional relationships could have a significant impact on the Client’s performance. Counterparties may not be subject, or may be subject to only limited, regulatory oversight. Most of the markets in which the Adviser effects transactions are not “exchanged-based”, OTC or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange-based” markets are subject. The lack of evaluation and oversight of OTC markets exposes Clients 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, which could cause a 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. Generally, and subject

to applicable law and regulatory considerations, a Client will not be restricted from dealing with any particular counterparties. The Adviser’s evaluation of the creditworthiness of its counterparties may not prove sufficient. The lack of a complete evaluation of the financial capabilities of Client counterparties and the absence of a regulated market to facilitate settlement could increase the potential for losses by a Client. The Dodd-Frank Act grants the Commodity Futures Trading Commission (the “CFTC”) and the SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the OTC derivatives markets. Certain standardized interest rate and index credit default swaps must be executed through regulated facilities (such as a swap execution facility) and submitted for clearing to regulated clearinghouses, and other classes of swaps may be required to trade through a regulated facility or be centrally cleared in the future. OTC derivatives trades submitted for clearing are subject to initial and variation margin requirements set by the relevant clearinghouse. OTC derivative dealers also are required to post margin to the clearinghouses through which they clear a Client’s trades instead of using such margin in their operations. This increases the OTC derivative dealers’ costs, which costs are passed through to the Fund in the form of higher fees and less favorable trade pricing. In addition, a Client may also be required to post higher margin amounts to certain of the dealers with which it trades and that will increase the costs of a Client and reduce the amount of available capital with which to implement its investment strategy. Uncleared OTC derivatives are generally subject to margin requirements established by the SEC and/or the CFTC when at least one party is a registered dealer. A Client may not be able to rely on any exemptions from the clearing and margin requirements for so-called “end users,” and as a result, will often be required to post margin to secure its obligations in connection with uncleared derivatives. Margin, clearing and trading requirements may make it more difficult and costly for Clients to enter into OTC transactions. They may also render certain strategies in which Clients might otherwise engage impossible or so costly that they will no longer be economical to implement. Finally, the clearing requirement will centralize risk in a small number of clearing counterparties. While the derivatives clearing organizations’ margin and capital requirements are intended to reduce the risk of default on contracts, the mere fact of centralizing and pooling risks at a small number of clearing organizations may increase the impact of the failure of a centralized counterparty. Collateral Reuse Arrangements Certain Clients are permitted to (directly or indirectly) enter into trading arrangements with counterparties with respect to derivative contracts, securities lending and other similar agreements under which it provides collateral to such counterparties. It may do so under a title transfer arrangement, whereupon such investments will become the property of the person receiving collateral and the Client will have a right against the recipient of collateral for the return of equivalent assets (including the market value in cash of such investments). Such Client will rank as an unsecured creditor in relation thereto and, in the event of the insolvency of the counterparty, such Client may not be able to recover such equivalent assets in full. Certain Clients are also permitted to provide collateral by granting a security interest. Certain Clients are permitted to grant rights of rehypothecation and other reuse of such collateral to the receiving trading counterparty

or broker. The treatment of such collateral varies according to the type of transaction and where it is traded. There are generally no restrictions on the re-use of collateral by such trading counterparties and brokers. Execution Risks and Adviser Error The execution of the trading and investment strategies employed by the Adviser for its Clients can from time to time require complex transactions, use of negotiated terms with counterparties such as in the use of derivatives and investments in less common or novel instruments. In each case, the Adviser will seek best execution and has execution and operational staff trained in the implementation of such transactions. However, in light of the complexity and global diversity involved, some slippage, errors and miscommunications with brokers and counterparties are inevitable and may result in losses to a Client. The Adviser endeavors to detect transaction errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a broker or other counterparty, the Adviser will evaluate the merits of potential claims for damage against such brokers and counterparties and to the extent practicable in light of the benefit to the Client or other Clients of maintaining strong counterparty relationships, will seek to recover losses from those parties. The Adviser may choose to forego pursuing claims against brokers and counterparties on behalf of a Client for any reason including, but not limited to, the cost of pursuing claims relative to the likely amount of any recovery and the maintenance of its and its affiliates’ business relationships with brokers and counterparties. In addition, the Adviser’s own execution and operational staff may be solely or partly responsible for errors in placing, processing, and settling transactions that result in losses to a Client. The Adviser is not liable to any Client for losses caused by brokers or counterparties or by the Adviser’s own negligence or contributory negligence. The Adviser will be liable to a Client only where it fails to meet the standard of care set for in the relevant Governing Documents or as otherwise required under the securities laws of the U.S. or any other applicable law. Except under certain circumstances described above, the cost of a trade error made by the Adviser will be borne directly out of the assets of the impacted Clients. In the event of Adviser liability, the Adviser may offset a Client’s losses attributable to trades made in error with any gain to such Client attributable to a trade error. Credit Solutions; Co-Investments with Third Parties As part of the Adviser’s credit solutions strategies, Clients have and may in the future co-invest with third parties in primary issuances of instruments that are not securities, such as loans. Thirdparty co-investors typically pay compensation to the Adviser or an affiliate of the Adviser for such co-investment opportunities. The compensation received by the Adviser from third-party coinvestors provides incentives for the Adviser to seek such investment opportunities and to allocate such co-investment opportunities to third parties. Certain Clients are permitted to co-invest with third parties, including investors in Clients, through joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that a co-venturer or partner of a Client may at any time have economic or business interests or goals which are inconsistent with those of the Client, or may be in a position to take action contrary to the Client’s investment objectives. In addition, a Client may be liable for actions of its co-venturers or partners.

Contingent and Other Liabilities Clients may, from time to time, incur contingent liabilities in connection with an investment. For example, the Adviser causes Clients to purchase revolving credit facilities that have not yet been fully drawn (commonly known as “revolvers”). If the borrower subsequently draws down on the facility, a Client would be obligated to fund the amounts due. A Client also may enter into agreements pursuant to which it agrees to assume responsibility for default risk presented by a third party, and may, on the other hand, enter into agreements through which third parties offer default protection to the Client. Lastly, in connection with the disposition of an investment, a Client may be required to make representations about such investment, including representations with respect to the business and financial affairs of the underlying company or other facts relevant to such instrument. A Client also may be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities, which may require the Client to maintain reserves or escrows to meet such a contingency or which may ultimately have to be funded by the Client, including after the dissolution of such Client, which may require that investors in the Client return amounts distributed to them to fund these obligations. Leverage Certain Clients are permitted to (individually or on a joint and several basis with certain other Clients) borrow to change investment return profiles, enhance the efficiency and flexibility of its operations or for any other reason reasonably determined by the Adviser, including, for example, decreasing the frequency of capital calls, expediting the return of capital to investors and bridging portfolio events. Certain Clients are permitted to, without limit, purchase securities on margin and may borrow funds from brokers, banks and other parties when the Adviser determines that such action is in the best interest of such Client. Additionally, the Fund may, without limit, achieve leverage in certain transactions through the use of structured financial products or targeted facilities, or by entering into short selling transactions. Any limits to the scope and duration of any borrowing are set out in each Client’s applicable Governing Documents. Such leverage may fluctuate depending on market conditions. Generally, Clients are not restricted from using nonrecourse leverage in assets or investments with embedded leverage (e.g., derivatives and real estate) or using structured financial products or targeted facilities on a non-recourse basis. For purposes of the foregoing sentence, “non-recourse” means non-recourse with respect to a Client. Certain Clients expect to obtain a substantial revolving line of credit as part of an umbrella structure with other applicable Clients. Banks typically limit their exposure to funds under management by a single manager, and accordingly, a Client will be limited in the amount it can borrow from such facility. Monarch determines the amount of borrowing available for each applicable Client and how much of that availability is used by each such Client. As a result, Monarch will be conflicted in how it allocates the total amount of borrowing available under such an umbrella facility. Moreover, unused fees are calculated across the umbrella facility and are allocated to each participating Client. Monarch will determine such allocation in its fair and reasonable discretion, based on each such Client’s pro-rata share of the total unused borrowing across the umbrella facility. As a result, the amount of unused borrowing fees paid by such Client

may vary due to the borrowing activity or allocation of borrowing capacity of other applicable Clients. Monarch’s determination regarding the amount of borrowing available to each such Client vis-à-vis other applicable Clients and its attribution of unused fees and any other costs or expenses could adversely impact the Fund as compared to what such Client could achieve with its own facility. The interest expense and other costs incurred in connection with such borrowing may not be recovered by appreciation in the investments purchased or carried. Gains realized with borrowed funds may cause a Client’s value to increase at a faster rate than would be the case without borrowings. If, however, investment results fail to cover the cost of borrowings, a Client’s value could also decrease faster than if there had been no borrowings as a result of both borrowing costs and losses realized with borrowed funds. In addition, unanticipated increases in applicable margin requirements could adversely affect the liquidity of a Client and therefore adversely affect its performance. Similar considerations apply to direct borrowing by a Client. In connection with any joint and several borrowings by a Client and any other Client, a Client may guarantee the obligations of, or enter into joint and several or similar obligations with certain other Clients, and the Client is permitted to enter into agreements with one or more such other vehicles or persons which provide for the apportionment of liabilities among the Client and such other vehicles or persons. Although the Adviser may take contractual measures to limit liabilities to the extent of a Client’s exposure, there can be no assurance that a Client and other Clients will not bear more than their pro rata share of any liabilities incurred in connection with any such joint and several borrowings. Where a Client makes use of such borrowings to initiate long or short positions and the positions decline in value, it will usually be subject to a “margin call”, pursuant to which it must either deposit additional funds with the lender or be subject to sanctions such as the mandatory liquidation of securities or a mandatory termination of all outstanding contracts with the lender and a claim for compensation for any losses incurred by the lender. The Client would normally satisfy such margin calls in cash or acceptable collateral from its assets and, to the extent that such collateral were insufficient, would liquidate certain assets to raise cash in order to satisfy the relevant margin call. In the event of a large margin call, Monarch might not be able to liquidate assets quickly enough to pay off the margin liability. In such a case, the relevant lender may have the right, in its sole discretion, to liquidate certain assets of the Client in order to enable the Client to satisfy its obligations to that lender. The use of leverage creates special risks and may significantly increase a Client’s investment risk. Leverage creates an opportunity for greater yield, IRR and total return but, at the same time, increases the Client’s exposure to capital risk and interest costs. Any investment income and gains earned on investments made through the use of leverage that are in excess of the interest costs associated therewith may cause the net asset value of the interests or shares in a Client to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater than such income and gains, the net asset value of the interests or shares in a Client may decrease more rapidly than would otherwise be the case. As the interests or shares in a Client rank for repayment after all other creditors of the Client, as the case may be, holders of interests or shares in a Client may not get back their full investment if there are insufficient funds to discharge

creditors (including such holders of interests or shares in a Client who have redeemed their interests or shares in such Client but have not been paid their redemption proceeds) in full. The Adviser may manage Clients that utilize leverage to enhance returns (“Levered Clients”) alongside Clients that do not, or that use less leverage (“Unlevered Clients”). The availability of borrowings for Levered Clients may influence the Adviser’s investment selection and underwriting process for all Clients, creating a potential conflict of interest. For example, the Adviser may be incentivized to select and allocate investments that, when levered, are expected to meet the higher return targets of a Levered Client, even if such investments offer a lower absolute return on an unlevered basis. Such investments may be allocated across both Levered and Unlevered Clients resulting in Unlevered Clients being exposed to investments with lower potential returns than other investments that the Adviser might have selected if it were not also managing the Levered Clients. The availability of borrowing to lever investments impacts the allocation of investments insofar as the purchasing power of two Clients with similar commitments may be significantly different due to the availability of borrowings for one Client. The impact of new investors within a fund structure with levered and unlevered investors, whether across classes or parallel vehicles will increase the dilutive impact of such new levered investors participating in earlier acquired investments. Litigation Investing in higher-yielding and distressed investments can be a contentious and adversarial process, particularly in the case of restructurings. The Adviser’s investment activities may subject Clients to the risks of becoming involved in litigation. This risk may be greater where the Adviser exercises control or significant influence over a company’s direction. The expense of defending claims against Clients by third parties and paying any amounts pursuant to settlements or judgments are generally borne by Clients and would reduce net assets. Bankruptcy and Other Proceedings When a company or municipality seeks relief under the U.S. Bankruptcy Code (or has an involuntary petition filed against it), an automatic stay generally prevents (with limited exceptions) all entities, including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or seize collateral securing such claims. Creditors who have secured claims against the company or municipality prior to the date of the bankruptcy filing must petition the court to permit them to take any action to protect or enforce their claims or their rights in any collateral. Secured creditors may be prohibited from exercising their rights against their collateral in various circumstances and generally subject to the broad discretion of the bankruptcy judge. Security interests held by creditors are closely scrutinized and frequently challenged in bankruptcy proceedings and may be invalidated for a variety of reasons. For example, security interests may be set aside because, as a technical matter, they have not been perfected properly under the Uniform Commercial Code or other applicable law. If a security interest is invalidated or avoided, the secured creditor loses its secured status causing its claim to be treated as an unsecured claim. If this occurs, the holder of such claim may experience a significant loss of its investment. There can be no assurance that the security interests of instruments held by a Client will not be challenged

vigorously and found defective in some respect, or that a Client will be able to prevail against such challenge. In addition, certain payments or transfers (including the granting of security interests) on account of antecedent or existing debt may be subject to avoidance as preferential or fraudulent transfers. Moreover, debt may be disallowed or subordinated to the claims of other creditors if the creditor is found to have engaged in certain inequitable conduct resulting in harm to other parties with respect to the affairs of a company or municipality filing for protection from creditors under the U.S. Bankruptcy Code. If a creditor is found to have interfered with the debtor’s affairs to the detriment of other creditors or shareholders, such creditor may be held liable for damages to injured parties. While a Client attempts to avoid taking the types of action that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not be asserted or that a Client will be able successfully to defend against them. It is also possible that claims acquired by a Client from third parties could be subject to equitable subordination or disallowance as a result of the inequitable conduct of prior holders of such claims. Such claims may also be subject to defenses or setoff relating to the prior holders. Additionally, in certain circumstances, debt obligations may be re-characterized as contributions to capital (i.e., equity) and, therefore, be structurally subordinated to the claims of all creditors. While the challenges to liens and debt described above normally occur in a bankruptcy proceeding, the conditions or conduct that would lead to an attack in a bankruptcy proceeding could in certain circumstances result in actions brought by other creditors of the debtor, shareholders of the debtor or even the debtor itself or representatives of the debtor in other state or federal proceedings. There can be no assurance that such claims will not be asserted or that a Client will be able to successfully defend against them. To the extent that a Client assumes an active role to defend its claims in any legal proceeding involving a debtor, a Client may be prevented from disposing of securities issued by the debtor due to a Client’s possession of material, non-public information concerning such debtor. In certain circumstances, a Client’s active role in certain legal proceedings involving the debtor may itself restrict a Client’s ability to dispose of its securities or other financial instruments. The Client may also incur significant costs with respect to any active role it plays in any legal proceeding to defend its claims. Variable Investment Terms Certain of Adviser’s Clients have more favorable investment terms than other Clients and certain Fund investors have been provided with more favorable investment terms than other investors. The Adviser may in the future provide more favorable terms to new or existing Clients or Fund investors. Such favorable terms include, but are not limited to, access to portfolio, Client or Adviser information, management, withdrawal or redemption fees, incentive fees or allocations, minimum investment amounts and liquidity. A combination of special transparency and liquidity rights may have an adverse impact on other Clients or their investors, particularly, with respect to withdrawing or liquidating assets. Because the portfolios of the Adviser’s Clients may comprise significant amounts of common positions, the liquidation activities of one Client could affect the price and availability of the securities and instruments in which another Client invests. Likewise, withdrawals by one investor from a Client may negatively impact the portfolio to which other investors in such Client are exposed.

Illiquidity of Client Investments and Interests in a Client The market value of Client investments will fluctuate with, among other things, changes in market rates of interest, general economic conditions, economic conditions in particular industries, the condition of financial markets and the financial condition of the issuers of Client investments. In addition, the lack of an established, liquid secondary market for certain Client investments may have an adverse effect on the market value of those Client investments and on a Client’s ability to dispose of them. In addition, an investor’s interests in a Client are not registered under the Securities Act or any other securities laws and, therefore, cannot be resold unless they are subsequently registered under such laws or registration thereunder is not required pursuant to an exemption from such registration or otherwise. Such interests are also subject to substantial restrictions on transferability under the Governing Documents, including consent of the Adviser or its affiliate and such investor seeking to transfer its interests will be required to bear any expenses related to such transfer. There is a limited market for such interests and there is no guarantee any such market will persist or be available for interests in a Client. Shareholder Concentration The Adviser’s Funds may experience concentrations of investor holdings and presently one Fund has a single significant investor that is not an affiliate of the Adviser. If the investor submits a significant redemption request, such Fund or the related master fund would need to liquidate a large portion of its holdings, which could cause the value received to be less than it would be in a small sale and could cause the value of any remaining portion of such holdings, which may be held by other Clients, to decrease. Such a redemption request could also require the Adviser to sell certain positions in which it is confident and would not otherwise sell, to the potential detriment of remaining investors. Additionally, the investor’s significant holdings may make it difficult for other investors in such Client as well as the relevant master-feeder arrangement to influence any investor vote. Cross-Liability and Risks from Investments through Special Purpose Vehicles The Adviser has established, and may in the future establish, special purpose vehicles through which certain investments are held for the benefit of one or more Clients. The Adviser will generally cause a Client to hold investments through a special purpose vehicle where it has determined that the investment, tax, administrative or other benefits of holding an investment through a special purpose vehicle outweigh the expense and other potential costs of the special purpose vehicle. The interests of Clients in any such vehicle may give rise to joint, and not several, liability with respect to any claim against such vehicle. As such, judgments or creditor claims against such vehicles may impair the value of a Client’s interests in such vehicles beyond its pro rata share of any given liability including, for example, if other Clients have wound-down operations or are otherwise unable to meet their obligations to such vehicles. When practicable, the Adviser will seek to limit recourse with respect to the liabilities of each Client to the assets of such Client; however, such limitation may be subject to various legal, regulatory or other constraints. As such, in the context of special purpose vehicles holding assets on behalf of multiple Clients, it is possible that losses sustained in respect of one Client in excess of the assets in such vehicle attributable to such Client will be charged against the assets in such vehicle attributable to another Client, including in the event the Adviser bears any such losses on behalf of a Client that

has been dissolved and seeks indemnification for such liabilities from any remaining Clients. In connection with an investment by a Client in any special purpose vehicle, certain Clients are permitted to enter into agreements with one or more other Clients and/or third-party co-investors participating in such special purpose vehicle which provide for the apportionment of liabilities among the Client and such other Clients and/or third-party co-investors. In addition, special purpose vehicles have been and will in the future be used for tax efficient investment in foreign jurisdictions. Such vehicles allow the gains from certain investments to be offset by losses from certain other investments providing, over time, potential for an overall tax benefit to Clients in such special purpose vehicles. Where Clients have different exposures among the investments held in such vehicles, however, a Client may lose all or a portion of the benefit of certain tax losses as a result of offsetting gains in investments to which it has no, or a disproportionately smaller, exposure. Furthermore, the use of any such special purpose vehicles may not achieve the intended tax efficiencies, including, but not limited to, as a result of changes to tax treaties (or their interpretation) applicable to the jurisdiction of any such special purpose vehicles, which may adversely affect the Clients’ ability to efficiently realize income or capital gains. Under certain circumstances and in certain non-U.S. jurisdictions, the Adviser may determine that it is appropriate for an investment to benefit, in whole or in part, from tax losses incurred by another investment. In such cases, the Adviser may cause the investment seeking to benefit from the tax losses to compensate the other investment for such use pursuant to policies adopted by the Adviser. To the extent an investment is not fully compensated for the use of tax losses, a Client with a disproportionately higher exposure to such investment, or disproportionately lower exposure to the investment using such tax losses, would lose all or a portion of the benefit of those tax losses. Similarly, if the Adviser determines that no compensation agreement is appropriate – for example, if it is unclear that one investment will have greater tax losses than the other – a Client with disproportionately higher exposure to the company with such relatively excess tax losses would lose all or a portion of the benefits of those tax losses. Lastly, an investment acquired in more than one transaction may have portions exposed to different counterparties or different legacy holders. Where such an investment is acquired by a special purpose vehicle on behalf of more than one Client, the Adviser may determine not to differentiate among the various transactions that comprise such investment. As a result, each participating Client would participate in its respective portion of the aggregate investment rather than its respective portion of each transaction constituting such investment. In the event that any one such transaction results in adverse rights or obligations as compared to the other transactions constituting the total exposure to the investment, the value of a Client’s exposure to the investment would be less than what it might have been if the Adviser did differentiate such transactions and allocate exposure among Clients with respect to each transaction. A Client may also be in position, for example, to sell 100% of its exposure to an investment even if one transaction of the aggregate investments has not settled with respect to the special purpose vehicle. The Adviser has determined that it is in the interests of certain accounts to cross-collateralize certain investments with one or more other investments, including one or more investments in which a particular Client is not participating. In these situations, the assets of such Client would be subject to the claims of a creditor with respect to a particular portfolio investment whether or

not the Client itself participated in that portfolio investment. The Adviser will only undertake such cross-collateralization where it reasonably believes that the overall benefit to the Client exceeds the potential costs and associated risks of such cross-collateralization. There is no guarantee, however, that the benefits of any particular cross-collateralization transaction would exceed any actual costs, particularly in the event of a default. Monarch expects that in any such transactions, the applicable Clients will enter into contribution and indemnity agreements to make each other whole except for their respective losses as determined by Monarch. There is no guarantee that such arrangements will be successfully implemented. For the avoidance of doubt, no transaction described above will be prohibited under the terms of the applicable Governing Documents nor will any such sale or acquisition require the vote, consent or approval of the applicable limited partner advisory committee (if any) or any investors thereof. There can be no assurance, however, that any conflicts of interest arising as a result of any such sale or acquisition will be resolved in a manner that is fair and equitable to each such Client. For the avoidance of doubt, such crosscollateralizations may be effected after a Client and/or another Client makes the applicable investments. Similarly, Clients may enter into shared facilities where notwithstanding any segregation of collateral, a lender may take control over the entire collateral pool as a result of a default in respect of a borrowing secured by only a portion of the collateral ,which could result in the lender disposing of collateral attributable to one Client to satisfy the liability of another Client under such facility. Short Sales The Adviser’s Clients sell financial instruments short for investment or hedging purposes. Selling financial instruments short runs the risk of losing an amount greater than the amount invested. Short selling is subject to the theoretically unlimited risk of loss because there is no limit on how much the price of a financial instrument may appreciate before the short position is closed out. A short sale may result in a sudden and substantial loss if, for example, an acquisition proposal is made for the subject company at a substantial premium over market price. In addition, the supply of financial instruments that can be borrowed fluctuates from time to time. A Client may be subject to losses if a financial instrument lender demands return of the borrowed securities and an alternative lending source cannot be found or if a Client is otherwise unable to borrow financial instruments that are necessary to hedge its positions. Personal Data Certain aspects of the Adviser’s Clients’ investment strategies require the acquisition and review, whether directly or by representatives, of confidential personal data that is protected by foreign, federal, state and/or local law. The inadvertent disclosure of such information could result in significant liability to a Client on whose behalf the Adviser undertakes such a review, including but not limited to the obligation to provide credit monitoring services for any individual whose personal data was compromised. This personal data may be shared with agents of the Adviser that review the information in support of such strategy. A Client will bear its pro rata share of any losses arising out of an improper disclosure by such agents, which could be significant. In addition, parties providing a Client and Adviser such personal data require indemnification for any losses suffered in connection with the provision of such data. Clients could bear significant losses as a result of such indemnification.

The Adviser and the Clients may be subject to various laws and regulations related to privacy, data protection and cybersecurity in the jurisdictions in which they do business. For example, the European Union General Data Protection Regulation (EU 2016/679) (the “GDPR”) includes a range of compliance obligations regarding the processing of personal data and imposes significant penalties for non-compliance with fines of up to 4% of total annual worldwide turnover or €20 million (whichever is higher), depending on the type and severity of the violation. In addition, following Brexit, the UK General Data Protection Regulation (i.e., a version of the GDPR as implemented into UK law) (the “UK GDPR”) went into effect. While the GDPR and the UK GDPR remain substantially similar for the time being, the UK GDPR will not automatically incorporate changes made to the GDPR going forward (which would need to be specifically incorporated by the UK government). Moreover, the UK government has adopted reforms to its data privacy and cybersecurity legal framework in its Data Use and Access Act 2025, which became law on June 19, 2025 (phasing in between June 2025 and June 2026) and will introduce significant changes from the GDPR, all of which exposes Monarch and the Fund to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations. In the U.S., at the federal level, the Adviser and the Clients may be subject to various rules and regulations, including those promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices (including with respect to privacy, data protection and cybersecurity). Additionally, the Gramm-Leach-Bliley Act of 1999 (along with its implementing regulations) (collectively, the “GLBA”) restricts certain collection, storage, use, disclosure and other processing of personal information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent the use and disclosure of certain non-public or otherwise legally protected information. These rules also impose requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines. An amendment to Regulation S-P, an implementing regulation promulgated under the GLBA, was adopted by the SEC on May 16, 2024 and requires advisers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach. The SEC also has proposed new cybersecurity rules applicable to registered investment advisers and funds, to which the Clients and the Adviser may become subject if finalized. The U.S. Congress also has considered, and in the future will likely consider, various proposals for privacy, data protection and cybersecurity legislation. At the state level, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”) provides California residents with certain individual privacy rights and imposes privacy, data protection and cybersecurity obligations on covered companies. The CCPA requires covered companies to provide certain disclosures to California residents about such companies’ data collection, use, sharing and other processing practices and to provide California residents with ways to opt-out of certain sales or transfers of their personal information, and provides California residents with certain additional causes of action. Numerous other states have also enacted, or are considering enacting, their own comprehensive laws relating to privacy, data protection and cybersecurity. In addition, laws in all

50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a cybersecurity incident. Legal and regulatory frameworks regarding privacy, data protection and cybersecurity are rapidly evolving, and proposed or new laws or regulations could significantly affect the Adviser and the Clients. The application, interpretation, and enforcement of these developing legal and regulatory obligations are often inconsistent and uncertain and may require the Adviser and the Clients to further modify certain of their respective privacy, data protection and cybersecurity practices and could subject them to additional compliance costs, liability and regulatory scrutiny. Despite the Adviser’s and the Clients’ efforts to comply with all applicable privacy, data protection and cybersecurity obligations, it is possible that their interpretations of such obligations could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such obligations. Moreover, despite their efforts, the Adviser’s and the Clients’ personnel or third parties upon whom they rely (including any service provider) may fail to comply with such obligations, which could negatively impact their business operations and compliance posture. Any failure or perceived failure to comply with such laws and regulations could result in significant consequences, including, but not limited to, government enforcement or regulatory action (e.g., investigations, fines, penalties, audits, inspections, litigation (including class-related claims), fines, damages, sanctions and reputational harm). The applicable administrators and their affiliates may also act as data controllers of investors’ personal data in order to comply with their legal and/or contractual obligations and in furtherance of their legitimate business interests. Cybersecurity Risks The information and technology systems and networks of the Adviser and the Clients and their respective third-party service providers may be vulnerable to intrusions, damage or interruption from computer viruses, worms, ransomware and other malicious software programs or techniques, “hacking” incidents, social engineering (including phishing attacks), denial of service attacks, infiltration by unauthorized persons (including members of organized crime, hackers, terrorists and foreign state and state-sponsored actors) and security breaches, human error and other inadvertent data breaches, malfeasance by their respective professionals and other similar cybersecurity incidents. Such threats could see their frequency increased, and effectiveness enhanced, by the use of artificial intelligence. Although the Adviser has implemented various measures designed to manage risks relating to these types of events, there can be no assurance that such measures will in the future be effective or sufficient to detect, prevent, mitigate or remediate such events. If its systems, or those of its third-party service providers, become inoperable for extended periods of time, cease to function properly or are otherwise compromised, the Adviser may have to make a significant investment to fix or replace them or modify or enhance their cybersecurity measures, the expense of which may be borne in whole or in part by Clients. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal data relating to investors. Such a failure, or public perception of failure, could harm the Adviser’s or a Client’s reputation, cause loss of consumer confidence, subject any such entity and their respective affiliates to legal claims or regulatory action and otherwise affect their business and financial performance.

Additionally, neither the Adviser nor the Clients control the cybersecurity infrastructure put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to the Adviser or the Clients. The limitations of liability provisions in contracts with such third-party service providers, if any, might not be adequate to protect the Adviser or the Client from any liabilities or damages with respect to any particular claim relating to the foregoing events. Further, any costs or losses related to the foregoing events may not be fully insured, and there can be no guarantee that any existing insurance coverage will continue to be available on acceptable terms or at all or that the applicable insurers will not deny coverage as to any future claim. The foregoing risks and consequences are also extant at any issuer in which a Client invests and could manifest as adverse performance of such investment. Dependence on Information Systems The Adviser’s business is highly dependent on its communications and information systems and networks, including those operated by third-party service providers. The systems and networks upon which the Adviser relies may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by software bugs or errors, network failures, computer and telecommunication failures, usage errors, power and other service outages, communications or other service outages or failures, fires, tornadoes, floods, hurricanes, war, terrorism or other catastrophic events. Although the Adviser seeks to implement, and its respective service providers may implement, various measures designed to manage and remediate risks and threats relating to these types of events, such measures could be inadequate and, if compromised, such systems and networks could become inoperable for extended periods of time, or cease to perform properly or fail to maintain the security, confidentiality, availability or privacy of sensitive data (including personal data). Any failure or interruption of these systems or networks could cause delays or other problems in the Adviser’s securities trading activities, which could have a material adverse effect on the operations of a Client and its ability to make distributions to investors. Financial Fraud Instances of fraud and other deceptive practices committed by senior management of certain companies or other issuers in which a Client may invest may undermine the Adviser’s due diligence efforts with respect to such companies, and, if such fraud is discovered, negatively affect the valuation of such Client’s investments. In addition, financial fraud may contribute to overall market volatility, which can negatively impact a Client’s investment program. In the event of fraud by any issuer in which a Client invests, such Client could suffer a partial or total loss of capital invested in that company, and the applicable investors must be prepared to bear such capital losses. Misconduct or Fraud Misconduct by employees of the Adviser, service providers, any of their respective affiliates and/or any other person with access to Client assets could divert or abscond with Client assets, fail to follow the disclosed investment strategy, provide false reports of operations or engage in other fraud or misconduct. Misconduct can include entering into transactions without authorization, the failure to comply with operational and risk policies and procedures, including due diligence procedures or operational or risk procedures, misrepresentations as to investments being considered by a Client, the improper use or disclosure of confidential, proprietary, sensitive,

personal or other nonpublic information (including trade secrets and personal information relating to applicable investors (and the beneficial owners of such investors)), which could result in litigation or serious financial harm, including limiting such Client’s business prospects or future marketing activities, and non-compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities would likely result in reputational damage, litigation, business disruption and/or financial losses to such Client. Adviser Relationships The Adviser and its affiliates engage in transactions with third party service providers and counterparties as part of their ordinary course operations. Certain of such service providers engage in transactions with or provide services to Clients, including banking and other financial services. In particular, there are financial institutions that provide such services to certain Clients and also provide revolving lines of credit to the Adviser and certain senior employees. Certain of Client or Adviser service providers are global firms with affiliated banking or other financial advisory divisions, and have various relationships with managing members or employees of the Adviser or its affiliates, including providing personal services such as brokerage, lines of credit, personal loans, banking, advisory, tax or accounting services. Because the Adviser uses service providers that also provide services to Clients, the Adviser may be subject to conflicts of interest relating to the selection of service providers and counterparties on behalf of Clients. Material, Significant, or Unusual Risks Relating to Types of Investments General Subject to their Governing Documents, Clients typically invest in a portfolio of primarily corporate credit and real estate investments. Certain investments may be in specific debt of companies that typically are highly leveraged, with significant burdens on cash flow, and therefore involve a high degree of financial risk. Certain Clients are also permitted to make investments in companies that are experiencing financial or operational difficulties or are otherwise out-of-favor. Such companies’ financial instruments may be considered speculative, and the ability of such companies to pay their debts on schedule could be adversely affected by interest rate movements, changes in the general economic climate or the economic factors affecting a particular industry, or specific developments within such companies. Investments in companies operating in workout or bankruptcy modes also present additional legal risks, including fraudulent conveyance, voidable preference, recharacterization and equitable subordination risks. Certain Clients are also permitted to invest in private debt, equity and warrants. These investments may include securities acquired with or without registration rights. Unregistered securities are highly illiquid and may not be freely traded. Certain Clients are also permitted to invest a portion of their assets in non-U.S. issuers. Investing in financial instruments of non-U.S. issuers involves certain considerations comprising both risks and opportunities not typically associated with investing in U.S. issuers, including, without limitation, risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which a Client’s portfolio securities will be denominated, and costs associated with conversion of investment principal and

income from one currency into another; (ii) differences between the U.S. and non-U.S. financial markets, including potential price volatility in and relative illiquidity of some non-U.S. financial markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, less government supervision and regulation, higher transaction costs and difficulty in enforcing contractual obligations; (iii) certain economic and political risks, including potential exchange control regulations and potential restrictions on non-U.S. investment and repatriation of capital, political and social instability, expropriation, nationalization of issuers, voiding or non-performance of government contracts or obligations and (iv) the possible imposition of withholding taxes on income received from or gains with respect to such financial instruments. Opportunistic Credit Investing in Opportunistic Credit often requires investing in financially or operationally troubled issuers. Some of these companies may operate at a loss or with substantial variations in operating results from period to period. Financially or operationally troubled issuers may be involved in liability management exercises, restructurings, bankruptcy or insolvency proceedings and have the need for substantial additional capital to support continued operations or to improve their financial condition and may have very high amounts of leverage. Investment in the instruments of financially or operationally troubled issuers involves a high degree of credit and market risk. There can be no assurance that such financially or operationally troubled issuers can be successfully transformed into profitable operating companies. There is a possibility that a Client may incur substantial or total losses on its investments. During an economic downturn or recession, securities of financially or operationally troubled issuers are more likely to go into default than securities of other issuers. In addition, it may be difficult to obtain information about financially or operationally troubled issuers. Investment in the instruments of financially or operationally troubled issuers is typically a part of a long-term investment strategy and, accordingly, Clients or investors in a Client should have the financial ability and willingness to remain invested for the long term. Instruments of financially or operationally troubled issuers are less liquid and more volatile than instruments of companies not experiencing such difficulties. The market prices of these instruments are subject to erratic and abrupt market movements and the spread between bid and asked prices may be greater than normally expected for more liquid or less volatile instruments. In addition, many of a Client’s portfolio investments are illiquid or thinly traded and a Client’s investment in such financial instruments is from time to time substantial relative to the market for such financial instruments. As a result, a Client may experience delays and incur losses and other costs in connection with the sale of its portfolio investments. In addition, a Client may be subject to restrictions on the sale of certain securities in the portfolio as a result of a Client’s percentage of holdings of securities in such issuer or as a result of its access to confidential information.

Defaulted Instruments Certain Clients are permitted to invest in the instruments of municipalities or companies involved in bankruptcy proceedings, reorganizations and financial restructurings and may have a more active participation in the affairs of the issuer in order to protect its investment. This active participation may subject a Client to litigation risks or prevent (or otherwise limit) a Client from disposing of certain investments. In a bankruptcy or other proceeding, a Client as a creditor may be unable to enforce its claims or rights in any collateral or may have its claims or security interest in any collateral challenged, disallowed or subordinated to the claims or security interests of other creditors. While a Client attempts to avoid taking the types of actions that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not be asserted or that a Client will be able to successfully defend against them. Even if a Client is ultimately successful, it may in the interim be required to post a bond pending an appeal that may limit its ability to deploy capital to other investment opportunities, which could adversely affect a Client. If a Client’s investment in such financial instruments is significant, a Client may receive a higher proportion of post-reorganization financial instruments (as discussed below) than cash payments after any bankruptcy proceeding, reorganization or financial restructuring of a company. High Yield, Low or Unrated Financial Instruments Certain Clients are permitted to invest in “high yield” bonds and preferred stock or debt instruments that are unrated or rated in the lower categories by the various credit rating agencies (or in comparable non-rated securities). Financial instruments in the lower categories are subject to greater risk of loss of principal and interest than higher-rated instruments and are generally considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than instruments with higher ratings in the case of deterioration or general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated instruments, the yields and prices of such instruments may tend to fluctuate more than those of higher-rated instruments. The market for lower-rated instruments is thinner and less active than that for higherrated instruments, which can adversely affect the prices at which these instruments can be sold. In addition, adverse publicity and investor perceptions about lower rated instruments, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated instruments. Post-reorganization Securities and Other Financial Instruments Companies with respect to which a Client holds an investment may undergo bankruptcy proceedings, reorganizations or other financial restructurings, and in connection therewith such Client may receive post-reorganization instruments. Financial instruments received postreorganization typically entail a higher degree of risk than investments in companies that have not undergone, and are not perceived as likely to undergo, a reorganization or restructuring. Moreover, post-reorganization instruments can be subject to heavy selling or downward pricing pressure after the completion of a bankruptcy reorganization or restructuring. If the Adviser’s evaluation of the anticipated outcome of an investment situation should prove incorrect, a Client could experience a loss. While a Client focuses on investing in senior instruments that typically receive cash or debt

in a reorganization, a Client’s investment approach is expected to, from time to time result in the receipt of post-reorganization equity, which may be subject to greater risk than debt. Bank Loans and Participations Bank loans and participations in bank loans have special risks associated with these obligations including, but not limited to, (i) the possible invalidation of an investment transaction as a voidable transfer under relevant creditors’ rights laws, (ii) environmental liabilities that may arise with respect to collateral securing the obligations, (iii) adverse consequences resulting from participating in such instruments with other institutions with lower credit quality, (iv) limitations on the ability of a Client or the Adviser to directly enforce its rights, and (v) assertions of lender liability. The Adviser balances the magnitude of these risks against the potential investment gain prior to entering into each such investment. Successful claims by third parties arising from these and other risks would be borne by a Client. Consistent with Monarch’s allocation and aggregation policy, which is available for review upon request, Clients will generally share ratably in a given bank loan or participation across various counterparties and legacy ownership chains of such loan or participation (“Variable Paper”). Variable Paper is typically held indirectly through a special purpose vehicle pursuant to a participation agreement. As a result, trades in Variable Paper may be executed without regard to the particular allocation of any given piece of such Variable Paper. Monarch will seek to identify any material differences across Variable Paper and approach allocation of such Variable Paper as it would different positions; however, there can be no assurance that Monarch will successfully identify any such material differences or that such differences will not subsequently manifest. As a result, trading activity by one Client may cause another Client’s exposure to certain Variable Paper to change over time and such change may, at any given time, be adverse to such Client. Competition for Investment Opportunities There is currently and will likely be competition for investment opportunities by investment vehicles and others with investment objectives and strategies identical or similar to the Clients’ investment objectives and strategies. In addition, Clients generally have investment objectives and investment strategies similar to one another. The portfolio strategies employed by the Adviser for one Client could conflict and affect the prices and availability of the securities and instruments in which another Client invests. Certain investors have access to information that is not generally available to all investors. In addition, certain investors have more favorable liquidity terms than the terms generally applicable to all investors within a given Client and are able to request withdrawals or redemptions from such Clients at a time when others cannot. Except where it has specifically agreed to do so, the Adviser is not required to accord exclusivity or priority to a Client in the event of limited investment opportunities. To the extent a particular investment is deemed to be suitable for more than one Client, such investment will generally be allocated among the Clients pro rata based on estimated Client size; however, various considerations frequently require a different allocation that the Adviser determines is fair, reasonable and equitable under the circumstances to all Clients. From the standpoint of any Client, simultaneous identical portfolio transactions for it and the other Clients may tend to decrease the prices received, and increase the prices required to be paid, by the Client for its portfolio sales and purchases. Where less than the maximum desired amount of an investment (or disposition) opportunity is available at a favorable

price, such investment opportunity (or the applicable portion thereof) purchased or sold will be allocated among Clients in an equitable manner as determined by the Adviser. In allocating limited investment or exit opportunities the Adviser considers a variety of factors, which may include the relative amount of assets dedicated to such opportunity set, the amount of cash then available for investment in each account relative to other anticipated investment opportunities or the life stage of the Client, with the result that limited opportunities will not necessarily be allocated among accounts on a pro rata basis. Other such factors include generating capital for Clients with insufficient liquidity (e.g., Clients with upcoming redemptions or distributions) and investing capital for Clients with excess liquidity (e.g., recently launched Clients or Clients with large inflows). Compensation paid by co-investors creates an incentive for Monarch to allocate investments to such third parties. Furthermore, opportunities that could be attributable to extant investments will not necessarily be allocated proportionately to such investments and compensation generally will not be exchanged among Clients participating in such disproportionate manner. The Adviser has agreed to offer a fixed portion of certain suitable real estate investment opportunities to certain Clients and may do so in the future with respect to other Clients or other opportunity sets. This obligation could result in a Client receiving more or less than it otherwise would have. Similarly, the Adviser has a dedicated credit solutions vehicle, which will generally be overallocated to suitable credit solutions opportunities, relative to its overall size in comparison with larger diversified vehicles. Certain investments are held in one or more special purpose vehicle, which among other things permit the Adviser to allocate investment and exit opportunities to Clients that are not pro-rata to existing holdings of such investment. For example, from time to time investments owned by certain Clients will seek additional funding for a new asset or other expenditure. The Adviser may participate Clients not then invested in such investment in such funding and acquire exposure to such investment. Other Clients, including those then-currently invested, may not contribute to such funding. Similarly, such investments will from time to time generate distributable cash. The Adviser may distribute such cash in accordance with the needs of participating Clients, which may not be pro-rata. The Adviser has adopted a policy regarding the allocation of trades through such vehicles that is set forth in its Aggregation and Allocation Policy, which is available for review upon request. Certain special purpose vehicles obtain insurance or incur other costs in respect of investments held in such vehicles. Such costs are borne by all Clients invested in such special purpose vehicle, whether or not a particular Client was invested in the underlying investment giving rise to such cost. Similarly, tail risks from prior investments held in special purpose vehicles may be borne by Clients that did not participate in whole or in part from such prior investments. Special purpose vehicles acquiring an asset must typically pay a deposit or similar initial payment that may or may not be refundable. The ownership of such special purpose vehicle at the time of such payment will typically differ from the ownership of such special purpose vehicle at the time of the final closing on such asset. The value of the underlying asset as well as the purchase price at closing may vary from the value or price at the time of the deposit. Generally, the ownership of the special purpose vehicle at such closing will be rebalanced so that the ownership across participating Clients are at the same blended cost and Clients that held a greater share of the special purpose vehicle at the time of deposit will not be compensated for the time value of their deposit or otherwise, except where the Adviser determines in its sole discretion that such compensation is

appropriate. The Adviser will allocate the value of any deposit or other losses associated with a failed deal in accordance with its expense allocation policy. The activity of identifying, completing, and realizing attractive investments is highly competitive, and involves a high degree of uncertainty. Potential competitors include other investment partnerships and corporations, business development companies, strategic industry acquirers, and other financial investors investing directly or through affiliates. Competition for appropriate investment opportunities will reduce the number of investment opportunities available to Adviser’s Clients and adversely affect the terms upon which investments can be made. There can be no assurance that Monarch will be able to locate, complete, and exit investments which satisfy Client rate of return objectives, nor that it will be able to invest fully its committed capital. The success of its Client’s investment strategies depends in large part on Monarch’s ability to identify suitable investments and to negotiate and arrange the closing of appropriate transactions. Competition for investments adversely affects returns to Clients. Lender Liability Considerations and Equitable Subordination There currently exist a number of judicial decisions in the U.S. that have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories. Generally, such 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 borrower or has assumed a degree of control over the borrower resulting in a creation of a duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of a Client’s investments, a Client could be subject to allegations of lender liability. In addition, under principles that in some cases form the basis for lender liability claims, if a lending institution (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 other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, other creditors or (iv) uses its influence to dominate or control a borrower to the detriment of other creditors of such borrower, a court may subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, which is referred to as “equitable subordination”. Because of the nature of certain of a Client’s investments, a Client could be subject to equitable subordination claims. A significant number of Client investments will involve investments in which a Client would not be the lead creditor. It is possible that lender liability or equitable subordination claims affecting a Client’s investments could arise without the direct involvement of a Client. The preceding discussion regarding lender liability is based upon principles of U.S. federal and state laws. With respect to investments in a non-U.S. issuer, laws of certain non-U.S. jurisdictions can also impose liability upon lenders or bondholders under factual circumstances similar to those described above, with consequences that might be analogous to those described above under U.S. federal and state laws.

Structural Subordination An issuer in which a Client invests can own some or all of its assets through subsidiaries, which can be pledged in favor of the senior lenders to such subsidiaries. Any proceeds in case of a foreclosure by the senior lender to, winding up of or liquidation of a subsidiary must first be used to cover claims of the senior lenders to such subsidiary. Other creditors also can have claims to the assets of such subsidiary, which claims can be senior to, pari passu with or subordinate to the claims of the related borrower and/or such Client. As a result, such Client can fail to realize any proceeds from the sale or the liquidation of any such subsidiary’s assets in the case of a foreclosure, winding up or liquidation of, or a similar event with respect to, such subsidiary. Equity Investments, Control Positions and Non-Controlling Interests Certain Clients are permitted to purchase equity securities. Any such equity interests may not appreciate in value and, in fact, may decline in value. Accordingly, such Clients may not be able to realize gains from their equity interests, and any gains that they do realize on the disposition of any equity interests may not be sufficient to offset any other losses experienced. In addition, from time to time, the Adviser, through its Client’s investments, directs control positions in certain Client portfolio companies. 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 in which the limited liability generally characteristic of business operations may be ignored. The Adviser may also cause its Clients to hold a non-controlling interest in certain companies and, therefore, may have a limited ability to protect its position in such companies. Control may also be established in conjunction with third parties, with or without a contractual obligation to vote in tandem. Failure by such parties to abide by such obligations or in accordance with prior understanding could adversely impact the ability of the Adviser to pursue its objective for its Clients. Risk of Liability for Underfunded Company Pension Plans Certain Clients are permitted to obtain a controlling interest in certain companies that may impose additional risks of liability under U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) for such company’s underfunded pension plans. Such liabilities may arise if a Client is deemed to be engaged in activities with respect to the company that go beyond passive investment, including, but not limited to, management of such company’s operations; authority with respect to the hiring, termination and compensation of such company’s employees and agents; and receipt of fees or other compensation that offset the management fee for services provided to such company by the Client or its affiliates, including the Adviser. If such liabilities were to arise, the Client might suffer a significant loss. The law in this area is uncertain, and the Clients currently intend to take the position that the Clients are not engaged in activities that would give rise to such liabilities under ERISA. Distressed Municipal Debt Investing Risks Investments in distressed municipal debt are subject to various risks that are not generally found in investments in other types of financial instruments. The assets underlying such municipal debt

will typically have significant risks as a result of business, economic or legal uncertainties. They likely will be experiencing financial or operational difficulties or be otherwise out-of-favor. Such securities may be relatively illiquid and may be considered speculative. The ability of the Client to manage and rehabilitate the assets underlying such securities could be adversely affected by interest rate movements, changes in the general economic climate or the economic factors affecting a particular industry, or specific developments related to such underlying assets. Any such underlying assets that are operating in workout or bankruptcy modes present additional legal risks, including fraudulent conveyance, voidable preference and equitable subordination risks. Prices of the portfolio investments may be volatile or difficult to gain third-party validation of, and a variety of other factors that are inherently difficult to predict or evaluate, such as domestic or international economic and political developments, may significantly affect the results of a Client’s activities and the value of its portfolio investments. As part of the Adviser’s strategy to restructure and rehabilitate the assets underlying the municipal bonds in which Clients invest, a Client is permitted to hold various types of other securities, including secured and unsecured notes. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of, and return on, such portfolio investments. Certain risks specific to these types of investments are described below. Derivative Instruments Certain Clients are permitted to, directly or indirectly, use various derivative instruments, primarily for investment and hedging purposes. Use of derivative instruments presents various risks which include the following: •

when used for hedging purposes, imperfect correlation between price movements of the derivative instrument and the underlying investment sought to be hedged, which may prevent a Client from achieving the intended hedging effect or expose a Client to loss,

•

illiquidity, which may prevent a Client from being able to close out its positions at the desired time or price,

•

incurrence of leverage, which generally will magnify the gains and losses experienced by a Client, and

•

counterparty risk, in particular with respect to any derivative instruments that are not traded on an exchange or where contracts for investment are entered into between a Client and a market counterparty as principal (and not as agent). With respect to counterparty risk, because certain purchases, sales, hedging, financing arrangements (including the lending of portfolio securities) and derivative instruments in which a Client will engage are not traded on an exchange but are instead traded between counterparties based on contractual relationships, a Client will be subject to the risk that a counterparty will not perform its obligations under the related contracts. Although a Client intends to pursue its remedies under any such contracts, there can be no assurance that a counterparty will not default and that a Client will not sustain a loss on a transaction as a result. The Client is also subject to the risk that a decrease in the net asset value of a Client may result in a Client defaulting under such contracts and losses to a Client.

Asset-Backed Securities Certain Clients are permitted to invest directly, through joint venture vehicles, structured vehicles or otherwise in a variety of assets, including mortgage-backed securities, home equity loans, commercial loans, installment sale contracts, credit card receivables or other assets. Certain Clients are permitted to acquire exposure to such investments through asset-backed securities. Asset-backed securities are “pass-through” securities, meaning that principal and interest payments — net of expenses — made by the borrower on the underlying assets (such as credit card receivables) are passed through to a Client. The value of asset-backed securities, like that of traditional fixed income securities, typically increases when interest rates fall and decreases when interest rates rise. However, asset-backed securities and other exposures to similar assets underlying asset-backed securities differ from traditional fixed income securities because of their potential for prepayment. The price paid by a Client for its asset-backed securities, the yield a Client expects to receive from such securities and the average life of the securities are each based on a number of factors, including the anticipated rate of prepayment of the underlying assets. In a period of declining interest rates, borrowers may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the asset-backed securities. Moreover, when a Client reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that a Client purchases asset-backed securities at a premium, prepayments may result in a loss to the extent of the premium paid. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a security that was considered short or intermediate-term at the time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely in response to changes in interest rates than shorter term securities, maturity extension risk could increase the volatility of such securities. When interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed-income securities, and, as noted above, changes in market rates of interest may accelerate or retard prepayments and thus affect maturities. Non-agency residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”), collectively referred to as “MBS” represent an interest in, or an interest secured by, a single mortgage loan or a pool of mortgage loans. Investing in fixed rate MBS involves the general risks typically associated with investing in traditional fixed-income securities and investing in floating rate MBS involves risks typically associated with adjustable rate instruments, which in each case includes interest rate risk and credit rate risk. MBS also are subject to several risks created through the securitization process. MBS will be sensitive to delays or reductions in payments, particularly in the case of a subordinated MBS. To the extent that an MBS provides for write-downs of principal, interest will cease to accrue on the portion of principal of a security that has been written down. In addition, a subordinate MBS is paid interest only to the extent that there are funds available to make payments. Subordinate tranches of such issuers also are subject to greater credit risk. An MBS may contain certain credit enhancement features intended to enhance the likelihood that holders of such securities will receive regular payments of interest and principal. There can be no assurance that the credit enhancement, if any, will adequately cover any shortfalls in cash available to make payments on such securities as a result of such delinquencies or defaults. Further, the risks of investing in an MBS involve all of the risks of the underlying mortgage loans, including the credit quality of the underlying loans, decreases

in property values underlying the loans and the risk that borrowers will default on the mortgages underlying the MBS. Loans of Portfolio Securities Certain Clients are permitted to lend their portfolio securities on terms customary in the securities industry, enter into reverse repurchase agreements or enter into other transactions constituting a loan of the Client’s assets. By doing so, the Client would attempt to increase its income through the receipt of interest on the loan. In the event of the bankruptcy of the other party to a securities loan, the Client could experience delays in recovering the securities it lent. To the extent that the value of the securities the Client lent has increased, the Client could experience a loss if such securities are not recovered. Recession-Related Risks and Currency Risks; Eurozone Risks There are risks related to investing in all jurisdictions, including a risk of recession in any such jurisdiction. If a recession were to occur in one or more of such countries, a Client’s investments, and indirectly such Client, could be materially impacted. Many countries have endured debt crises in the prior decade and despite measures undertaken to alleviate the financial instability resulting from such crises, concerns persist regarding the ability of certain countries to continue to service their sovereign debt obligations. Moreover, in Europe, there is incremental risk in respect of the overall stability of the euro and the suitability of the euro as a single currency given the diverse economic and political circumstances in individual Eurozone countries. These concerns may cause the value of the euro to fluctuate more widely than in the past and could lead to the re-introduction of individual currencies in one or more Eurozone countries, or, in more extreme circumstances, the possible dissolution of the euro currency entirely. The re-introduction of certain individual country currencies or the complete dissolution of the euro could adversely affect the value of a Client’s euro-denominated assets and liabilities. Should the euro dissolve entirely, the legal and contractual consequences for holders of euro-denominated obligations would be determined by laws in effect at such time. Concerns over the effect of this financial crisis on financial institutions in Europe and globally could have an adverse impact on the capital markets generally, and more specifically on the ability of a Client, its investments and lenders to the foregoing to finance their respective businesses and access liquidity at acceptable financing costs, if at all. Risks of Real Estate Investments Real property-related investments are subject to varying degrees of risk. Real estate values are affected by a number of factors, including changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand for space), the quality and philosophy of management, competition based on rental rates, attractiveness and location of the properties, financial condition of tenants, buyers and sellers of properties, quality maintenance, insurance and management services, and changes in operating costs. Real estate values are also affected by such factors as government regulations (including those governing usage, improvements, zoning and taxes), interest rate levels, the availability of financing and potential liability under changing environmental and other laws.

Changing market and economic conditions may make an intended investment strategy less profitable. There is no assurance that the operations of the Fund will be profitable or that cash from operations will be available for distribution to investors. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuation and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of a Client’s investments. Moreover, such marketplace events may restrict the ability of a Client to sell or liquidate real estate-related investments at favorable times or for favorable prices. The marketability and value of the investments will depend on many factors beyond the control of the Adviser, including, without limitation, those enumerated above. Since certain investments in the real estate sector are subject to limited liquidity (or not liquid at all), there can be no assurance that there will be a ready market when the Adviser determines to sell investments. Valuation Risk Certain Client investments will be inherently difficult to value. Valuations are, to a degree, based upon the subjective approach of the valuer. As a result, valuations are subject to substantial uncertainty. In addition, there can be no certainty regarding the future performance of the Fund’s assets. There is no assurance that the estimates resulting from a valuation process will accurately reflect the fair value of an investment as of the valuation date or will reflect the actual sale price of an investment, even where such sales occur shortly after the valuation date. If a Client were to dispose of a particular investment, the realized value may be more than or less than the valuation of such investment. For example, the value of real estate may be materially affected by a number of factors, including without limitation, its location and the degree of competition from other real estate owners in its immediate vicinity, the financial condition of occupational tenants of a property and physical matters arising from the state of repair and condition of the property. Ultimate realization of an investment depends to a great extent on economic and other conditions beyond the control of the Adviser. While pricing information is generally available for distressed credit and private financial instruments, there is currently no centralized source for pricing information and reliable pricing information may at times, and for certain of the Clients’ investments, not be available from any source. Prices quoted by different sources are subject to material variation. Valuations will be based to a large extent on the Adviser’s estimates, comparisons, and qualitative evaluations of private information, which can be unavailable, incomplete, or inaccurate. It is possible that investors therefore will not be able to replicate the Adviser’s methodology or to value accurately the Clients’ investments. The amount of assumptions, judgement and discretion inherent in valuing illiquid assets renders valuations uncertain and susceptible to material fluctuations over possibly short periods of time. Valuations of the Clients’ assets, which will affect the amount of the Adviser’s management fee and applicable carried interest (including in a situation where the Client’s general partner has been removed), may involve uncertainties and judgmental determinations, and if such valuations should prove to be incorrect, the capital account balance of a Client could be adversely affected. Typically, prices for distressed credit assets become more unreliable when the issuer’s financial condition deteriorates. A Client does not generally make retroactive adjustments to valuations to reflect new valuation information, even though such information may result in more reliable pricing. U.S. GAAP do not generally permit contingent gains to be included in the calculation of net asset value. As a result, a Client is permitted to accept new capital at a time when its net asset value does not reflect any such contingent gains. In the event that such contingent gains materialize, previously existing investors will have their participation in such gains diluted by such new capital.

Margin Calls under Repurchase Agreements The financial position of a Client may be adversely affected by margin calls under any repurchase agreements entered into by the Client, as applicable. Repurchase agreements allow counterparties, to varying degrees, to determine a new market value of the collateral to reflect current market conditions. If a counterparty determines that the value of the collateral has decreased, it may initiate a margin call and require the Client to either post additional collateral to cover such decrease or repay a portion of the outstanding borrowing, on minimal notice. A significant increase in margin calls as a result of spread widening could harm the liquidity of the Client, results of operations, financial condition, and business prospects. Additionally, in order to obtain cash to satisfy a margin call, a Client may be required to liquidate assets at a disadvantageous time, which could cause it to incur further losses and adversely affect results of operations, financial condition, and may impair its ability to maintain current level of profits. Regulated Industries; Industries Relevant to National Security; Industries Restricted or Illegal in Certain Jurisdictions Clients may be subject to certain restrictions when making or considering investments in regulated industries (e.g., banking, insurance, gaming or communications) or industries deemed relevant to national security. These restrictions may include, for example, limits on the size of the investment that may be made absent regulatory approval or licensure. Failure to comply with these restrictions could cause a Client and/or its investors to suffer disadvantageous effects. Accordingly, the Adviser may determine to impose restrictions or limitations on a Client’s investments in such industries, such as restricting or limiting certain transactions or the exercise of certain of a Client’s rights, limiting the amount of voting securities purchased for the Client or restricting the governance rights the Client possesses or exercises in connection with such investments. In addition, certain investors may be subject to U.S. or non-U.S. laws which restrict their ability to participate in certain investments, or which could cause an adverse effect on a Client, the Adviser or such investor to the extent such investor participates in those investments. In such situations, the Adviser may exclude an investor from participating in any such investment. Other Investments Certain Clients are permitted to, from time to time, undertake other kinds of investments, including, without limitation, emerging market debt securities, private debt or equity securities, convertible securities, warrants, futures and options, each of which involve special risks. Futures and options involve risks of pricing differences between the market value of the underlying securities and their respective futures and options. In addition, a possible lack of a liquid secondary market for a futures or options contract and the resulting inability to close a futures or options position could adversely affect a Client. 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 the Adviser’s evaluation of an anticipated outcome of an arbitrage situation should prove incorrect, a Client could experience substantial losses as a result of a decline in the market value of securities in which a Client holds a long position or an increase in the value of securities in which a Client holds a short position or both.

Diverse Investor Group Investors in the Funds have conflicting investment, tax and other interests with respect to their investments. The conflicting interests of investors may relate to or arise from, among other things, the nature of investments made (directly or indirectly) by a Client, the structuring or timing of the acquisition of investments and the timing and manner of disposition of investments. As a consequence, conflicts of interest arise in connection with the decisions made by Monarch, including with respect to the nature or structuring of investments and the timing and manner of dispositions of investments that may be more beneficial for one investor or group of investors than other investors, especially with respect to investors’ individual tax situations. Except as provided for in a Client’s governing documents, Monarch will consider the investment and tax objectives of the Fund as a whole, and the structuring of such investments and the timing and manner of investment dispositions (or, as applicable, acquisitions) will often take into account the tax objectives of the Funds participating in such investment and their respective investors as a whole, and not the investment, tax or other objectives of any investor individually. In certain circumstances, an investment result will be more advantageous to some investors than to other investors and the expenses will not be allocated pro rata to such benefit. Moreover, a Client’s ability to participate in certain investments may be limited where its eligibility to invest depends on the jurisdictional composition of the applicable limited partners. These limitations may be more significant during the fundraising period, and could result in a Client not making an investment, taking a smaller portion of an investment than it otherwise would have or making an investment through a structure it otherwise would not have employed for such investment.

The foregoing risks do not purport to be a complete explanation of all the risks Clients face. Investors in a Client should review the applicable Governing Documents, and especially the risk factors set out in such Client’s private placement memorandum or other offering document. A Client may have specific risk factors that are different from the ones set forth in this brochure.

As set forth in Schedule R of Part 1A of this Form ADV, Monarch and Monarch UK are together filing this single Form ADV and Monarch UK as the relying adviser is thus considered to also be registered with the SEC on this Form ADV. Monarch has claimed an exemption from registration with the CFTC with respect to its status as a commodities trading advisor pursuant to CFTC Rule 4.14(a)(8) and it, along with certain affiliates operate collective investment vehicles pursuant to an exemption from CPO registration under CFTC Rule 4.13(a)(3). As part of the Adviser’s business, the Adviser and its employees maintain or have developed various relationships with third parties that have the potential to raise conflicts of interest. Such relationships may be professional, personal or familial, working, economic or a mixture; such third parties include, but are not limited to, valuation agents, administrative agents and sub-agents, administrators, lenders, investment bankers, broker-dealers, title companies, appraisers, restructuring and other advisers (such as attorneys, investment bankers and accountants), turnaround specialists, placement agents, consultants, and other service providers, vendors to and operators of portfolio companies, investors in the Clients, co-investors, and current and former employees of the Adviser. Certain of such third parties will: introduce investment opportunities or investors to the Adviser; provide investment banking, directorship, consulting, advisory or operational support services to the Adviser or an affiliate, the Clients or portfolio companies; invest in Clients (including, in the case of current and former employees or other related parties, on a no fee, no carry basis); co-invest in portfolio companies; themselves be portfolio companies of one or more Clients; provide prime brokerage or other significant business or investment services to or otherwise transact with the Adviser, the Clients and portfolio companies. Such third parties will in certain cases receive direct commercial compensation from a portfolio company, a Client (including a Client that does not hold an investment in such third parties) or the Adviser (or its affiliate) for providing these services, which compensation and services are intended to be on an arm’s-length basis and, except as specifically noted to the contrary, such amounts are not offset against the management fee of the relevant Client. The Adviser seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that the Adviser believes will align with the best interests of the Clients, and seeks to retain only consultants and service providers which it believes provide a level of service at a value generally consistent with other relevant market alternatives. However, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at a lesser cost. Where such third parties are portfolio

companies of a Client, the Adviser faces a conflict when determining whether to retain such third parties to act on behalf of that and other Clients, as the compensation paid to such third parties will benefit the Client holding an ownership interest in such third parties and could result in additional fees for the Adviser. In addition, the Adviser faces a conflict when allocating among Clients in light of the fact that certain of their investors, particularly large financial institutions, provide the Client(s) or the Adviser with prime brokerage or banking services. The Adviser also faces a conflict when determining the suitability of available investment opportunities for its Clients where the Adviser’s personnel have a personal interest in a service provider engaged for the purpose of offering the Adviser investment opportunities or advising on portfolio investments.

Similarly, where there is unlikely to be any meaningful conflict (e.g., broad-based ETFs), the Adviser categorically permits such trading. Additionally, Adviser personnel are required to obtain prior approval from the Chief Compliance Officer (or his designee) and applicable members of the Adviser’s investment committees before placing covered personal trading orders (i.e., most trades other than mutual funds or broad-based ETFs). Duplicate transaction statements related to personal trading in securities of certain of the Adviser’s personnel are provided to the Adviser’s compliance department by the broker with whom such personnel maintain a covered securities trading account (i.e., one that is not limited to mutual funds or certain other exempt securities) via an electronic feed to the Adviser’s personal trading compliance system, or, in certain circumstances, they may be forwarded by such broker or the relevant personnel directly to the Adviser’s compliance department. The Adviser or certain of its personnel also regularly receive or provide usual and customary business meals, business entertainment, or gifts from or to persons with whom the Adviser does business. The Adviser has adopted procedures within its Code of Ethics that it believes are reasonably designed to help ensure that such activities do not affect its judgment on issues relating to managing Client accounts (for example, issues relating to the best execution of Client trading orders) and do not improperly influence third parties. Included in the Adviser’s Code of Ethics and in other written policies, are policies that the Adviser maintains regarding the use and dissemination of material non-public information. Such policies seek to monitor and control the flow of material non-public information with the aim of avoiding any misuse, whether by way of trading or disclosure. As a part of the Adviser’s policies and procedures, the Chief Compliance Officer maintains a list of issuers about whom the Adviser may possess material non-public information or other confidential information (from whatever source) as well as the names of issuers in respect of which the Adviser may have agreed to a trading restriction or otherwise became restricted (the “Restricted List”). Depending on the particular circumstances, the Restricted List will subject identified instruments to certain trading restrictions or pre-clearance requirements, including restrictions on personal securities transactions. Trading by Clients in instruments on the Restricted List is monitored by the Adviser’s compliance team. Subject to any exceptions granted by the Chief Compliance Officer (or his designee), the policies and procedures described above and contained in the Code of Ethics will be strictly enforced. If you would like to receive a copy of the Adviser’s Code of Ethics, please contact us at 212.554.1700 or via email IR@monarchlp.com.

The Adviser does not, in the ordinary course, purchase or sell investments for or to its Clients from itself or its related persons. The Adviser and its related persons have, however, in limited circumstances, engaged in such principal transactions with Client consent in order to provide liquidity to a Client at or near the end of its term. The Adviser or its related persons may do so in the future. Clients may purchase or sell assets from or to one another. To-date, Clients have transacted directly with each other only under certain special circumstances, such as bringing a recently formed Client into a recent illiquid investment where it was contemplated by the Adviser that such Client would participate in such investment or where the cross trade was executed on a consentedto basis. Such cross trades may be executed at cost plus an agreed upon rate as set forth in a Client’s Governing Documents; also, such cross trades have been and may in the future be executed on the basis of fair market value in accordance with the Adviser’s Valuation Policy, which is available for review upon request. Clients are permitted to, directly or indirectly, sell investments to or buy investments from other Clients (any such transaction, a “Cross Transaction”). In addition, and without limitation, a Client could enter into transactions in which investments held directly or indirectly by such Client are (i) pooled and securitized and one or more other Clients acquire interests (directly or indirectly) in one or more tranches of such securitized vehicle, or (ii) are exited or realized in connection with a refinancing or recapitalization transaction in which other Clients are a source of capital, or, in each case, vice versa. Clients may also participate in rebalancing or other trades with other Clients from time to time, in respect of one or more investments in which Clients hold or may in the future hold an interest. Such trades may be effectuated in respect of investments held directly or through one or more special purpose vehicles that enable the rebalancing, allocation or transfer of underlying opportunities among Clients invested in such special purpose vehicles, or they may be effectuated directly with an issuer/borrower. Various conflicts of interest exist in connection with Cross Transactions because there is no assurance that any Client will receive the best price otherwise possible, or that the Adviser or its affiliates will not have an incentive to seek to improve the performance of one Client even if it is at the expense of another Client, including by selling underperforming assets in order to, for example, avoid losses in a selling Client or to increase the fees payable by Clients acquiring or gaining exposure to the assets. The Adviser, its affiliates and employees may receive significant economic benefits as a result of a Cross Transaction, including receiving a portion of any profits earned by selling Clients as carried interest, a favorable return on their capital invested in such selling Client (if any), management fees from purchasing Clients and, depending on investment returns, a portion of the profits earned by a purchasing Client as carried interest. In addition, the Adviser and its affiliates and employees may hold significant direct or indirect interests in one or more Clients participating in a Cross Transaction and could be incentivized to make decisions that benefit such Clients at the expense of other Clients. In order to determine that pricing is on an arm's length basis and that a Cross Transaction or other conflicted transaction is in the best interest of all relevant Clients, the Adviser may (but is not required to) take one or more of the following actions: (i) pricing based on the Adviser's valuation policies and procedures (including reviews of comparable market data and the Adviser's own experience as a buyer or seller of similar assets), (ii) ensuring the presence of or participation by unaffiliated third parties to help validate the pricing and other terms of such transaction, or (iii) running an auction or other competitive process. In respect of certain Cross Transactions or principal transactions, the Adviser may obtain independent

third party fair valuation services, although it is not required. Such services cannot guarantee that any such transactions are effectuated at a fair price nor do they ensure that such transaction is appropriate for any Client. Costs associated with third-party valuation services and any other incremental costs and expenses associated with any Cross Transaction or principal transaction will be allocated as fund expenses in accordance with the Adviser's expense allocation policy in effect at such time. As a result, the Fund and/or other Monarch Funds could bear the entirety of the costs and expenses associated with a Cross Transaction or a principal transaction, even though Monarch will also benefit economically from such transaction. Nonetheless, one Client could be advantaged or disadvantaged to the detriment or benefit of another Client in the event that the investment being exchanged is not fairly priced or presents a more or less appealing opportunity. There can be no assurance that any conflicts of interest arising as a result of any Cross Transaction will be resolved in a manner that is fair and equitable to each Client. No fees will be charged by the Adviser or its affiliates to Clients in connection with the completion of a Cross Transaction; however, the purchasing Client may pay fees to the Adviser for managing the asset that are higher than those paid to the selling Client. A Cross Transaction may constitute a principal transaction due to the ownership interest in a Client by the Adviser or its personnel. In such cases, consent from the Client will be obtained in compliance with Section 206(3) of the Advisers Act. In respect of any principal transactions required to be consented to under applicable law, certain Clients may provide any such consent through their limited partner advisory committees. Certain investments are made through special purpose vehicles that enable the allocations of underlying opportunities on a non-pro rata basis among Clients invested in such special purpose vehicles. The Adviser has adopted a policy regarding the allocation of trades through such vehicles that is set forth in its Aggregation and Allocation Policy, which is available for review upon request. To facilitate the implementation of Client investment strategies, the Adviser uses certain special purpose trading vehicles, from which it does not collect any incremental management fees or incentive fees or allocations (on a net basis), through which Clients invest. In addition, from time to time the Adviser causes Clients to purchase or sell instruments issued by companies on which its personnel serve as board members or in other similar capacities. To the extent the Adviser or its personnel receive any fees related to such service, such fees are netted from management fees owed by the Clients, unless otherwise agreed with a Client. Please see the response to Item 5 for additional information on fee offsets. The Adviser may recommend to Clients the purchase or sale of instruments of an issuer in which the Adviser or its related persons, may also invest or currently be invested. However, as a general matter, Adviser personnel are not permitted to trade in securities held by a Client (as described in more detail above). Principals, officers or employees whose primary responsibilities are portfolio management, research analysis or trade execution may, subject to limitations in the Adviser’s Code of Ethics, engage in personal securities transactions where the underlying traded security is within his or her sector of coverage. This personal trading can create a conflict of interest due to the perception that the Adviser is expending Client resources researching a particular investment or recommending a particular investment transaction because of a financial interest held in the underlying security by the Adviser, its affiliates, personnel or related persons. The Adviser has adopted policies and procedures reasonably designed to ensure that its activities are carried out in compliance with applicable regulatory requirements and to minimize potential conflicts of interest (e.g., review of Client transactions by the Adviser’s compliance department, prior employee trade approval from its Chief Compliance Officer (or his designee) in regard to personal securities

transactions, etc.). The Adviser has no obligation to recommend for purchase or sale by advisory Clients any investment that the Adviser, its affiliates, personnel or related persons purchase or sell for themselves.

Based on the applicable investment strategy, a limited universe of execution parties may be able to offer investments or provide bids for existing Client positions. In such cases, the executing party offering the investment or making a bid may represent the only execution party for such transaction and would therefore be “best execution.” Research services furnished by brokers may include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services, as well as discussion with research personnel. The Adviser is authorized to pay higher prices for the purchase of financial instruments from, or accept lower prices for the sale of such instruments to, firms that provide it with such investment and research information or to pay higher commissions to such firms if the Adviser determines such prices or commissions are reasonable in relation to the overall services provided. In addition, the Adviser has and expects to continue to select such brokers from time to time to execute trades in financial instruments other than those in respect of which it received research from such broker, as it deems necessary or appropriate to provide compensation for such research. As a result, any given Client could pay trade compensation for the benefit of research in respect of an opportunity in which it will not participate. Soft dollar research services may include research reports on companies, industries, and securities; economic and financial data; financial publications; proxy analysis; trade industry seminars; computer databases; quotation services; and research oriented software and other services. Research services provided by firms for one or more Clients may be utilized by the Adviser in connection with its investment services for other Clients. The Adviser may endeavor to direct sufficient commissions and commission equivalents to firms that, pursuant to such arrangements, provide research services in order to ensure the continued receipt of services the Adviser believes are useful in its investment decision-making process. To the extent the Adviser receives research services with soft dollars, it may reduce its need to pay for such services with its own assets. The Adviser also pays for research in “hard dollars”, which are reimbursed to the Adviser by the Clients. Any management fees and performance-based compensation paid to the Adviser are not reduced as a result of the receipt of brokerage or research services. Certain Third Party Funds have in the past and may in the future limit the counterparties with which the Adviser may enter into certain transactions on their behalf. From time to time, brokers (including prime brokers) may assist Clients in raising additional funds from investors, and representatives of the Adviser may speak at conferences and programs sponsored by such brokers for potential investors interested in investing in private funds which are sponsored by one of the Clients’ prime broker or custodians or another third party. Through such “capital introduction” events, prospective investors in a Fund would have the opportunity to meet with representatives of the Adviser. Currently, none of the Adviser or the Clients compensate or intend to compensate any such brokers or custodians or other third parties for organizing such

events or for any investments ultimately made by prospective investors on account of attending such events, although they may do so in the future. While such events and other services provided by a broker may influence the Adviser in deciding whether to use such broker in connection with brokerage, financing and other activities of a Client, the Adviser will not commit to allocate a particular amount of brokerage to a broker in any such situation. Moreover, the Adviser and not the Client may be the principal beneficiary of those services. The Adviser’s personnel also may receive gifts and gratuities from executing counterparties. These gifts may include tickets to sporting events, meals and other entertainment, transportation, attendance at seminars or other educational training or informational events, logo items and other gifts that may be of substantial value. It is the Adviser’s policy that gifts or entertainment of substantial value be reported to the Chief Compliance Officer or his designees. The Adviser manages Clients that share similar, but not identical, investment strategies and objectives. As a result, any particular investment may be deemed suitable for one or more Clients, but not others. To the extent a particular investment is deemed to be generally suitable for more than one Client, the Adviser generally endeavors to allocate such investment pro rata to such Clients based on assets under management, however, various considerations routinely require a different allocation that the Adviser determines is fair under the circumstances to all Clients. For example, among others, the Adviser considers each Client’s investment strategy, current risk profile, exposure to similar investments, availability of cash, liquidity need, ability to borrow and cost of borrowing. In addition, a Client’s tax or regulatory status may prevent an allocation or change the nature or terms of the investment, as may particular restrictions placed by a Client or investors in a Fund. The Adviser may also determine that a particular pro rata allocation is too small to be meaningful or economic, or needs to be increased to avoid “odd-lots” or “minimum trading lots”. Where more than one Client participates in an acquisition or disposition of an investment, the Adviser generally aggregates the purchase or sale among its Clients in a manner that would not give preferential treatment to any single Client. If all such transactions are not filled at the same price, Clients will, subject to certain exceptions set forth in the Adviser’s Aggregation and Allocation Policy, receive an average of the prices for all transactions in that investment for a given business day.

Members of the investment team monitor a real-time database of credits, and other micro- and macro-economic data to inform the members of the Adviser’s investment committees of any changes that may affect portfolio decisions. In addition, the Adviser’s personnel produce a variety of periodic, typically monthly, metrics to track the breakdown of Clients’ accounts across capital structure, instrument type, industry and geography. The Chief Compliance Officer (or his designee) in conjunction with the Adviser’s back-office staff conducts periodic trading reviews and monitors compliance with various Client investment guidelines and the Adviser’s allocation policies. Special reviews of Client accounts may also occur upon the occurrence of certain events, for example an event that disproportionately impacts a particular Client portfolio. Third Party Funds generally receive transactional reporting at or near the time that trades are executed and are afforded full transparency to the relevant account’s portfolio composition. Subject to specially negotiated arrangements, which may provide additional disclosures, investors in Funds generally receive regular estimated performance reports from the Adviser, monthly or quarterly statements from the administrator and annual audited financial statements. In addition, the Adviser generally provides Fund investors quarterly investor letters that include some performance attribution information. Moreover, the Adviser regularly makes its investor relations staff available to address Client inquiries as well as inquiries from underlying investors. Finally, the Adviser has hosted annual investor meetings and may do so in the future.

In some cases, these service providers (or portfolio companies) provide discounts on services for one or more of these parties. In addition, the Adviser has an interest in retaining service providers that are portfolio companies of a Client to perform services for that Client and other Clients, as amounts paid to such service provider by Clients will benefit the Client holding an ownership interest in such service provider and could result in additional fees for the Adviser. The Adviser has entered into and may in the future enter into certain solicitation arrangements for the purpose of introducing investors to the Funds. Pursuant to such arrangements, Monarch may make cash payments to the solicitor that constitute a portion of the fees that Monarch receives from each Fund investor referred by such solicitor. Such payments may also be made by such Funds, which will then be reimbursed by Monarch, including by way of a management fee credit. Such Fund investors will not be charged extra fees by Monarch, although they may pay fees directly to such solicitor.

Third Party Funds have previously entered and may enter into advisory arrangements that do not give rise to such custody over certain of the Third Party Fund’s assets. In accordance with Rule 206(4)-2, for each Client where the Adviser is considered to have “custody” of its assets, that Client’s financial statements are subject to an annual audit conducted by an independent registered public accounting firm in accordance with U.S. GAAP and delivered to the underlying investors within 120 days of the Client’s fiscal year end. Investments held in special purpose vehicles over whose assets the Adviser may be deemed to have “custody” are included in such audited financial statements and are generally not separately audited. Underlying investors of any Client are encouraged to review the financial statements carefully.

In determining how to vote any proxy, the Adviser will consider the aggregate impact on the value of Client holdings, the anticipated costs and benefit, including, among other things, the effect on liquidity. A conflict may also arise between the interests of Monarch and one or more of its Clients. If such a conflict arises, the Adviser may abstain from voting, vote as recommended by a third party service that the Adviser may choose to employ, or take such other action as mandated by its proxy policy, including voting as it, in good faith, determines is most fair and equitable. A copy of the proxy policy will be provided to any Client upon request. All Clients are also entitled, upon request, to the record of proxies received and voted on their behalf by the Adviser since adoption of the policy. To receive a copy of the proxy policy or information as to how proxies were voted, please contact us at 212.554.1700 or via email at IR@monarchlp.com.