New Mountain Capital, LLC: investment adviser

Klinsky, a minority investor, all of New Mountain’s Managing Directors (currently, forty-four individuals) and related and other vehicles. Separately, the PE GPs are controlled by Steven B. Klinsky and are ultimately owned by Steven B. Klinsky, other current and former New Mountain professionals and related vehicles and a minority investor. Despite Mr. Klinsky’s controlling and ownership positions, all of New Mountain’s team members broadly share in the economics of the Firm through the receipt of “carry” or “phantom carry” in every New Mountain transaction. Mr. Klinsky founded the Firm in 1999. In providing advisory services to the Funds, NMC manages the portfolio of companies and other investments belonging to the Funds, including the purchase and disposition thereof, in accordance with each Fund’s investment objective and policies as stated in the Fund’s offering documents and the investment and other restrictions set forth in the Fund’s governing documents (“Governing Documents”). Investment management services are provided directly to Clients and not individually to investors in Clients. Each Fund’s portfolio generally includes predominately direct private equity and equity-related investments, including investments in publicly traded companies, leveraged acquisitions, build-ups, recapitalizations, control restructurings, management buyouts, pre-public offering opportunities and

growth equity transactions. In addition, certain Funds focus on minority and other non-control investments. As of December 31, 2025, NMC managed $46,410,268,101 of client regulatory assets under management on a discretionary basis.

Management fees for each Fund are generally charged semi-annually in advance by drawdowns of the limited partners’ unfunded capital commitments or out of proceeds from the Funds’ investments that would otherwise be distributable to such partners. The management fee for a Fund is reduced by the amount of excess organizational expenses paid by investors in a Fund, as well as by a specified percentage of other fees received by NMC as described in “Other Fees and Expenses” below. As our investors are aware, the precise amount of, and the manner and calculation of, the management fees for each Fund are established by NMC through negotiations with investors in the applicable Fund and are set forth in such Fund’s Governing Documents. The management fees are generally subject to modification, waiver or reduction by NMC in its sole discretion, both voluntarily and on a negotiated basis with selected investors. Management fees will often differ among Funds, as well as among investors in the same Fund. The fee structures described above will be modified from time to time as set forth in each Fund’s respective Governing Documents. The Governing Documents set forth the full list of terms under which management fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified management fee rate in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. In accordance with the applicable Governing Documents, NMC is permitted to waive a portion of the management fees in exchange for a profits interest in the applicable Fund. Amounts waived are used to satisfy a portion of the applicable PE GP’s capital contributions for portfolio investments at the time of the drawdown. Amounts waived reduce the respective Fund limited partner’s management fees otherwise due in the next semi-annual period. Profits in excess of amounts contributed by limited partners to fund portfolio investments (excluding amounts waived) will first be allocated to the applicable PE GP in an amount equal to the amount waived at the time of the drawdown and then to all partners. Carried Interest As general partner of a Fund, the applicable PE GP is entitled to performance-based allocations and distributions in the form of carried interest. A detailed description of the carried interest calculation

methodology applicable to a Fund can be found in such Fund’s Governing Documents. Generally, carried interest is calculated based on a percentage of the profits generated from a Fund’s investments and is subject to the satisfaction of a preferred return, the recoupment of allocated losses and fees, if any, and expenses and other criteria set forth in the Governing Documents. The applicable PE GP may waive or defer all or a portion of the carried interest. No carried interest has been, nor is expected to be, charged with respect to co-investment vehicles. The existence of a PE GP’s carried interest creates an incentive for the PE GP to make riskier or more speculative investments on behalf of the relevant Fund than would be the case in the absence of this arrangement. Other Fees and Expenses To the extent specified in a Fund’s Governing Documents, NMC or another NMC entity will be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting of: (i) management services or advisory consulting fees paid by any portfolio company; (ii) transaction fees paid by any portfolio company; and (iii) other designated net fee payments received by NMC or its partners or personnel from portfolio companies or prospective portfolio companies. A Fund’s Governing Documents generally will provide that Supplemental Fees received by NMC and attributable to the Fund’s investment in a portfolio company will be credited against management fees otherwise owed to NMC in a specified percentage. The remaining amount of such Supplemental Fees will be retained by NMC. As a matter of practice, NMC is typically paid Supplemental Fees from, on behalf of or with respect to co-investors and other owners of an investment, as well as other fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not reduce the management fee payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any such fee. “Fully diluted” basis calculations generally relate to a Fund’s ownership of a portfolio company’s common equity, including ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain Fund investments into a portfolio company, such as debt or certain debt-like investments (e.g., non-participating preferred equity), is not a factor when determining a Fund’s allocable portion of a fee on a “fully diluted” basis. As a result, a Fund will not benefit from (and NMC and its affiliates are expected to retain) the portion of any fee related to, among other items: (i) the relevant PE GP, affiliated partner or similar fee-free investor commitments; or (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by NMC, service providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. NMC’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. In addition to the foregoing, as set forth in the Governing Documents of the applicable Fund, investors in the Funds generally bear expenses relating to the Funds’ operations. These vary by Fund, but typically will include, among other things: (a) out-of-pocket fees and expenses relating to consummated portfolio investments, proposed but unconsummated portfolio investments (such fees and expenses, “Broken Deal Expenses”) and temporary investments, including the sourcing, bidding, financing, evaluating, making deposits on, purchasing, trading, syndication of co5

investments, settling, maintaining custody, acquisition, holding, disposition, monitoring and sale thereof, to the extent that such fees and expenses are not reimbursed by a portfolio company or other third person, including fees and expenses related to the syndication of co-investments and the organization or maintenance of any intermediate entity used to acquire, hold or dispose of any portfolio investment or otherwise facilitating the Fund’s investment activities, including without limitation any overhead expenses related to such entity; provided that (i) travel, meal and lodging expenses incurred in connection with the preliminary investigation of potential investment opportunities to the extent not reimbursed by portfolio companies or other third persons or capitalized as part of the acquisition price of a portfolio investment shall be borne by the PE GPs, NMC or its affiliates but not the Fund or any limited partner and (ii) travel, meal and lodging expenses of monitoring of portfolio investments to the extent not reimbursed by portfolio companies or other third persons, shall be borne by the PE GPs, NMC or its affiliates, or, in some cases, the Fund; (b) an amount equal to 100% of all premiums for insurance protecting the Fund and any covered persons from liabilities to third persons in connection with Fund affairs to the extent such premiums cover liabilities with respect to actions or omissions of the Fund or of any covered person that would otherwise be subject to indemnification by the Fund; (c) out-of-pocket legal, portfolio company investment-related public relations, custodial and accounting expenses of third-party service providers, including fees, costs and expenses associated with the preparation of amendments to the Governing Document(s) and the solicitation of consent to such amendments, the preparation, printing and distribution of the Fund’s financial statements, tax returns and Schedule K-1s, and any “Fund-Related Compliance Obligation Expenses” (it being understood that, where such FundRelated Compliance Obligation Expenses relate to the Fund and other clients of New Mountain, such costs and expenses shall mean the Fund’s allocable share thereof as determined in good faith by NMC), and out-of-pocket expenses related to data rooms, investor portals or other websites and accounting systems; (d) interest on and fees and expenses arising out of all Fund indebtedness, including, but not limited to, the arranging thereof and the costs and expenses of any lenders, investment banks and other financing sources; (e) out-of-pocket auditing, accounting, appraisal, banking, brokerage, consulting, operating and valuation expenses of third-party service providers (including accounting, technology and environmental, social and governance consultants); (f) outof-pocket appraisal expenses of third-party service providers; (g) out-of-pocket fees, costs and expenses of any third-party administrators and deal finders; (h) expenses of the Advisory Committee (as defined below) of the Fund (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Advisory Committee of the Fund, if the applicable PE GP agrees to permit such engagement); (i) extraordinary costs and expenses (including, but not limited to indemnification and contribution expenses); (j) subject to the Governing Document(s), taxes and other governmental charges, fees and duties payable by the Fund, and costs and expenses associated with third party tax advisors, tax return preparation or tax audits; (k) damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder for interests engaged by the Fund or its affiliates); (l) costs of reporting to the partners and of the annual or any special meeting of the Fund; (m) costs associated with any third-party examinations or audits (including other similar services) of the Fund or NMC that are attributable to the operation of the Fund or requested by limited partners; (n) costs of winding up and liquidating, dissolving and terminating a Fund; (o) expenses incurred in connection with complying with the Governing Document(s) and provisions in side letter agreements entered into with limited partners, including “most favored nations” provisions, as well as any costs and expenses incurred in connection with any transfer pricing studies and any transfer of interests in the Fund (to the extent not reimbursed by the parties to such transfer); (p) the cost of operational, legal, compliance, tax and accounting software and related expenses; (q) the cost of software utilized by NMC in connection with the initial onboarding of investors and ongoing

monitoring thereof (e.g., IntraLinks and other dataroom software and electronic subscription documents software, and the ongoing monitoring and updating of information included therein and generated thereby); (r) the fees, costs and expenses of third-party software developers and software utilized by NMC and its affiliates in connection with a Fund’s investment, operational, legal, compliance, tax, treasury and accounting activities and related expenses, including as related to risk, research and market data, operations, accounting, treasury and the tracking and monitoring of investments (e.g., portfolio management software and general ledger software, environmental, social and governance monitoring software, subscription management software and automation tools (e.g., bots and RPA))); (s) risk, research and market data related expenses (including software and hardware); (t) fees and expenses of a Fund’s “Executive Advisory Council” in accordance with the Governing Document(s); (u) expenses (including travel, meal and lodging expenses) incurred in connection with attending trade association and/or industry meetings, conferences or similar meetings; and (v) other expenses approved by the Advisory Committee of a Fund. If and as permitted by Fund Governing Documents, a PE GP may retain NMC to provide administrative services for a Fund or certain Funds and charge related expenses to such Fund, in which case such Fund will bear the cost of various services (e.g., administrative services, including clerical, bookkeeping and record keeping services, the filing of tax returns and the establishment of bank accounts), in-house transactional legal and tax services (including, for example, with respect to the negotiation of and ongoing compliance with and reviews of transactional legal documents related to the investments made by the Funds and non-disclosure agreements, deal structuring and the formation of deal-related entities and coordinating with portfolio companies regarding ongoing annual tax reporting and filings), treasury and leveraged purchasing (including monitoring of borrowing base requirements under credit facilities, liquidity tracking and hedging and currency management), reporting services and accounting services (including the preparation and distribution of capital call, distribution and other notices, the preparation of cash reconciliations and the review of funds flows and the preparation and finalization of wirings) provided by NMC personnel in connection with such Fund’s activities and engagements with investors therein, administrative and accounting services (including the provision of valuation, shadow accounting, investor reporting, meeting preparation, corporate and tax structuring and related services), treasury, leveraged purchasing, IT system support, system implementation, anti-money laundering and know-yourcustomer services and monitoring and compliance, all other compliance services provided by NMC’s compliance personnel with respect to a Fund, its portfolio companies and their activities (including, without limitation, services related to legal, tax and regulatory compliance obligations (e.g., reporting and filing obligations) under U.S. federal, state, local, non-U.S. or other laws and regulations related to a Fund’s activities and the making, holding or disposing of portfolio investments by a Fund), local and state filing services, asset management and operations, hedging, fund finance, fund borrowing and currency management and compliance, sustainability services and services related to transfers of interests, and to respond to requests from investors, for a Fund or its portfolio companies (that could otherwise be performed by third parties), and NMC may separately charge such amounts to the applicable Fund for such services so long as the PE GP determines in good faith that the amounts charged for such services represent the fully allocated costs of NMC of providing such services (inclusive of the costs of employee compensation and related taxes, health insurance and other benefits, and such employees’ allocable portion of overhead, rent and utilities), which amounts would not be included in the management fee, and which are expected to be significant. For the avoidance of doubt, these services include services provided in lieu of or alongside (and/or to supplement, supervise, oversee or monitor) third-party service providers, such as third-party legal, compliance, accounting and administrative service providers, as well as secretarial, administrative and other support services provided by New

Mountain personnel to other New Mountain personnel in connection with providing services to the Fund, such as a calendar management. These services encompass many of the services provided by NMC to the Funds in connection with day-to-day operations (and in some cases may comprise a majority or substantially all of the business time spent by personnel on such Fund’s activities) and the related costs borne by such Fund will be in addition to other fees paid to NMC. Moreover, the use of NMC services is not uniform across the Funds and certain costs may be incurred by (or allocated to) a Fund through the use of NMC services that are not incurred by (or allocated to) some or all other Funds. NMC will determine from time to time such costs (which may be based on NMC’s estimate of the market rates available for such services) and how to allocate such costs to such Fund, and such determinations will generally include one or more of the following methodologies: (i) the use of time-keeping records, or the review of historical time spent by personnel on such Fund and the predecessor funds in order to approximate the portion of time such personnel spent on such Fund, (ii) the determination by NMC of a fixed amount that NMC believes in good faith represents the costs of such administrative services allocable to such Fund (e.g., a determination of such Fund’s proportionate share based on NMC’s assets under management) or (iii) any other methodology determined by NMC to be appropriate under the circumstances. Any methodology and the choice thereof involves inherent conflicts and may, in certain circumstances, result in incurrence of greater expenses by such Fund than would be the case if such services were provided by third parties. The inclusion of an expense category in a Fund’s Governing Documents will not impose on NMC an obligation to charge an expense (or the full amount of that expense) to that Fund; instead, permitted expenses will be allocated and charged in NMC’s discretion to the Fund(s) it deems appropriate. “Fund-Related Compliance Obligation Expenses” generally include costs and expenses of all legal and regulatory compliance obligations under U.S. federal, state, local, non-U.S. or other laws and regulations related to Fund activities, including the making, holding or disposing of portfolio investments by the Fund (whether such compliance obligations are imposed on NMC, the PE GPs, their affiliates or the Funds), including, without limitation, the preparation and filing of (a) Form PF and Items 5(k) and/or 7(b) and their corresponding schedules under Form ADV under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (b) Form 13F, Form 13H, Section 16 filings, Schedule 13D filings, Schedule 13G filings and other ownership filings, (c) TIC Form SLT filings, (d) materials required under FATCA and FinCEN reporting requirements applicable to the Fund, (e) CFTC Form 4.13(a)(3), CPO-PQR, CTA PR and NFA Form PQR filings, (f) filings under the Hart-Scott-Rodino Antitrust Improvements Act and other antitrust laws and regulations, (g) blue sky filings, registration statement filings, (viii) Cayman Islands Investment Funds Reporting filings, including FAR filings and (h) any other forms, schedules or other filings with governmental and self-regulatory agencies directly related to the making, holding or disposing of portfolio investments (including any costs related to any inquiry, investigation or proceeding involving the Fund), and the costs and expenses of any custodian, administrator and/or depositary (including, for the avoidance of doubt, the performance of any functions of a custodian, administrator and/or depositary contemplated by the Directive 2011/61/EU of the European Parliament and of the European Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (the “AIFM Directive”)) appointed by the applicable PE GP or its affiliates in relation to the safeguarding, administering and/or holding (or similar) of portfolio investments and/or registrations, licenses, notices, reports and/or filings prepared in connection with the laws and/or regulations of jurisdictions in which a Fund engages in activities, including any registrations, licenses, notices, reports and/or filings required in accordance with the European Union Sustainable Finance Disclosure Regulation and any other applicable legislation or regulations related to the

European Commission’s Action Plan on Financing Sustainable Growth (“SFDR”), the AIFM Directive or any national private placement regime in any jurisdiction and any related regulations, and other notices or disclosures of NMC and/or its affiliates relating to a Fund and their activities or any national private placement regime in any jurisdiction and incurred in connection with the applicable PE GP’s or any of its affiliates’ compliance with disclosure, reporting and other similar obligations pursuant to Governing Documents or under the AIFM Directive or any national private placement regime in any jurisdiction (including for the avoidance of doubt, the preparation and filing of any reporting required in connection with, or prescribed by, SFDR or the AIFM Directive, including the preparation of prescribed information in the Fund’s annual report, and the capture, processing and submission of relevant data in the form of Annex IV reports) and costs and expenses in relation to the appointment of third-party alternative investment fund managers, as well as costs and expenses associated with operating foreign domiciled entities formed in connection with the Fund’s activities. Investors in a Fund generally also bear expenses relating to formation and the organization of, and sale of interests in, the Fund, parallel funds and affiliated feeder funds, and the organization of the PE GP, as determined by the PE GP, including all placement fees and all out-of-pocket legal, tax, accounting, printing, data room, consultation, administrative, marketing material preparation expenses (including third-party marketing material compliance reviews), costs and expenses of online subscription documents, and U.S. and non-U.S. filing fees and expenses of the Fund, the applicable PE GP or NMC (including with respect to any registration or licensing of the Fund for marketing under any national private placement, marketing passport or similar regimes outside of the United States, including those in member states of the European Union (the “EU”)) and payments to any locally licensed intermediary or distributor required to market the Fund in particular jurisdictions. All organizational expenses and all Fund expenses shall be paid by the applicable Fund. To the extent that the relevant PE GP, NMC or any of their respective affiliates pays any organizational expenses or Fund expenses on behalf of a Fund, the Fund shall reimburse the PE GP, NMC or such affiliate, as the case may be, upon request. All NMC expenses shall be paid by NMC or the relevant PE GP(s). The PE GPs allocate any expenses that benefit a Fund and one or more feeder funds, alternative investment vehicles, parallel funds, intermediate entities, other New Mountain funds or co-investors among the Fund and the applicable persons in a manner that the PE GPs determine in good faith. Where a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. To the extent a Fund makes use of a credit facility to invest in a portfolio company or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. The applicable PE GP shall endeavor where appropriate to cause each potential co-investor that is considering an investment alongside a Fund prior to the signing of the Fund’s portfolio investment to bear its proportionate share of Broken Deal Expenses related to such potential portfolio investment, but to the extent not reimbursed by co-investors or other parties that may have invested in an unconsummated portfolio investment had it been consummated, Broken Deal Expenses may and will be borne entirely by the Fund and no share of such expense shall be required to be allocated to any such co-investors or other party; provided that no share of any breakup fees shall be allocated to any co-investor that is not bearing Broken Deal Expenses. NMC may in many or all cases determine not to attempt to have co-investors bear Broken Deal Expenses, and may agree with coinvestors in advance (including those in “standing” co-invest vehicles controlled by NMC) that they

will not bear Broken Deal Expenses. In addition, Broken Deal Expenses may include all or a portion of such amounts related to proposed but unconsummated portfolio investments that have also been considered for investment (either alone or in conjunction with the Fund) by other NMC vehicles or accounts and not ultimately consummated by such vehicles or accounts. Therefore, a Fund may bear broken deal expenses associated with unconsummated transactions in excess of the amount of the Fund’s share of such investment had such investment been consummated (e.g., to cover the portion thereof attributable to any co-investors or other parties that may have invested in an unconsummated investment had it been consummated that do not bear such broken deal expenses), and in such circumstances the amount of expenses borne by a Fund (and allocated pro rata to all investors, without taking into account any applicable excuse or exclusion of any investor) would increase. There have frequently been and are expected to continue to be circumstances when NMC has considered a potential investment in a portfolio company on behalf of a Fund, has determined not to make such investment and another New Mountain client subsequently considers the same or a related investment opportunity therein. In these circumstances, such other New Mountain client(s) will be provided with and benefit from research, due diligence, analyses and other information prepared or acquired by a Fund’s investment team, but will not be required to (and are not expected to) reimburse the Fund for expenses incurred in connection therewith, whether such other New Mountain client(s) ultimately consummate an investment or not. For example, New Mountain frequently considers a potential investment for a Client and incurs expenses researching the potential investment but ultimately the investment is not made such Client and, thereafter, another New Mountain client focused on providing acquisition financing is provided with the research done by New Mountain on behalf of the Client and such other New Mountain client will not be required to (and is not expected to) reimburse the Client for any expenses incurred in connection with such research. These expenses would be incurred regardless of whether another New Mountain affiliate considers or consummates an investment in the same issuer (many forms of research conducted to evaluate private equity transactions would not typically be conducted when evaluating a potential credit or net lease transaction on a standalone basis). Consequently, other New Mountain clients will benefit from this research but will generally not bear expenses associated with these deals. Historically, in most cases, the New Mountain’s Credit or Net Lease platforms frequently benefit from New Mountain’s Private Equity platform’s dead deals, and NMC expects this will be the case going forward. However, there have been and NMC expects will be a smaller number of opportunities in which New Mountain’s private equity funds benefit from research or past investments effectuated by New Mountain’s Credit or Net Lease platforms. In such cases, New Mountain’s Credit or Net Lease platforms will generally bear costs associated with their own dead deals or historical investments and New Mountain’s private equity funds will not bear such expenses. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Funds for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. The foregoing reflects current practices and are subject to change, and a Client may in the future bear some or all of such expenses currently borne by New Mountain’s Credit or Net Lease platforms, whether the Client consummates an investment or not, and/or a Client may begin more frequently sharing its own research with other New Mountain platforms, and such platforms may similarly not bear expenses associated with the Client’s dead deals, even if benefitting from such research. Investments may be structured in a manner such that a Fund invests in one or more investments through one or more “master” vehicles that are formed for co-investors to participate in such investments through, and in such cases the Fund bears expenses related to such vehicles, including organizational and audit expenses. Travel and related expenses described herein include, without limitation, airfare not to exceed first class and/or business class rates, lodging, ground transportation, travel and meals (including social

and entertainment events with portfolio company management, customers, clients, borrowers, brokers and service providers, to the extent that such expenses are not reimbursed by portfolio companies). Travel and related expenses in connection with a trip taken by employees of NMC and/or the PE GPs for purposes of multiple matters will be allocated by the PE GPs in their discretion (or as otherwise indicated in a Fund’s Governing Documents). NMC will cause the Funds’ portfolio companies to enter into agreements regarding group procurement, benefits management, insurance policies (which will from time to time be pooled across portfolio companies and discounted due to scale) and other operational, administrative or management related matters from a third party or an NMC affiliate. Fund expenses, including certain consultant expenses, are charged directly to the Fund or borne by both NMC and one or more portfolio companies. These programs benefit NMC, its affiliates, or New Mountain. Expenses related to these programs are charged directly to Funds, clients, affiliated clients, New Mountain, or affiliated portfolio companies. Portfolio companies continue to participate in and benefit from these group procurement programs even after they have been sold. Pursuant to the Governing Documents of a Fund, New Mountain receives directors’ fees, transaction fees, break-up fees, advisory fees, monitoring fees, credit guarantor fees or other similar fees. A limited partner’s share (based on capital commitments) of a specified percentage of these fees (varying from 50% to 100% of a Fund’s share depending on the Fund and the type of fee), net of related expenses, is applied to reduce the management fees payable by the applicable Fund. Management fees will not be reduced for any salary, benefits, directors’ fees, stock options and other compensation granted or paid by portfolio companies to Senior Advisors for serving in portfolio company roles or amounts paid to members of the Executive Advisory Council or any salary, benefits, directors’ fees, stock options and other compensation granted or paid by portfolio companies to other personnel of the PE GPs or NMC who serve in a bona fide management capacity at any such portfolio company. New Mountain may reduce the compensation paid by NMC to Senior Advisors who serve in portfolio company roles or to other personnel who serve in a bona fide management capacity at a portfolio company. For the avoidance of doubt, management fees will not be reduced by stock options or other compensation (or amounts realized on the exercise sale thereof) granted or paid by portfolio companies to an NMC employee prior to the commencement or after the conclusion of their employment with NMC (and such stock options generally will not vest while a person is an NMC employee). Moreover, NMC and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Funds which will not be subject to the management fee offset or otherwise shared with the Funds, their investors and/or their portfolio companies. For example, airline travel or hotel stays incurred as fund expenses typically result in “miles” or “points” or credit in loyalty / status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to New Mountain and/or such personnel (and not the Funds, their investors and/or their portfolio companies) even though the cost of the underlying service is borne by the Funds and/or their portfolio companies. Expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so NMC expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. The Executive Advisory Council is a network of various consultants that provide advisory services to NMC, certain Clients and their portfolio companies on a non-exclusive basis. The Executive Advisory Council consists of experienced consultants or operating executives who serve as key

resources for, inter alia: (i) serving as CEOs, executives, chairs, or board members or individuals who are ready to serve in such roles; (ii) full-time senior operators at portfolio companies who are helping to support strategic portfolio company initiatives; (iii) providing diligence, research, fundraising or other services and support to New Mountain and/or Clients; (iv) individuals who are helping to source and underwrite potential transactions within industries they know well; and (v) other strategic consultants, including, for example, with respect to operational support or group procurement, with respect to one or more particular portfolio companies, or for portfolio companies across Clients generally. For work performed with respect to portfolio companies, these individuals are generally paid by the portfolio companies, although the Client that owns the relevant portfolio company(ies) will also bear such expenses from time to time. For work performed on unconsummated potential transactions, these individuals may be paid consulting fees by a Client, which would be broken deal expenses. To the extent services of members of the Executive Advisory Council relate to multiple Clients and/or portfolio companies, New Mountain shall determine in good faith in accordance with its policies and procedures the appropriate allocation of fees and expenses of the Executive Advisory Council among such Clients and/or portfolio companies. Executive Advisory Council members may share office space with New Mountain employees and may have other indicia of a New Mountain employee (including, in certain cases, use of New Mountain email addresses, laptops and business cards, participation in New Mountain health plans and/or other similar benefits typically associated with employment). In addition, Executive Advisory Council members may share in carried interest otherwise payable to New Mountain. Over time, certain existing and future employees of New Mountain (including senior New Mountain personnel) may transition to a role on the Executive Advisory Council. Such a transition would have the effect of shifting the burden of the compensation of such employees from NMC to Clients and/or portfolio companies. NMC will make determinations of market rates (i.e., rates that fall within a range that NMC has determined is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms) based on its consideration of a number of factors, which are generally expected to include NMC’s experience with nonaffiliated service providers, whether services are being provided at cost, as well as benchmarking data and other methodologies determined by NMC to be appropriate under the circumstances. To the extent NMC does engage in benchmarking, it cannot be assured that such benchmarking will be accurate, comparable, or relate specifically to the assets or services to which such rates or terms relate. Any benchmarking may be updated infrequently, if at all, or NMC may rely on benchmarking engaged in prior to the establishment of a Fund. Service providers of New Mountain, NMC, the Funds, or any of their affiliates may also provide goods or services to or have business, personal, political, financial or other relationships with New Mountain, NMC, the PE GPs, or their affiliates. Such service providers may be investors in a Fund, portfolio companies of such Fund and/or other Funds, affiliates of the PE GPs and/or sources of investment opportunities and co-investors or counterparties therewith. New Mountain personnel (including senior executives, such as Mr. Klinsky) may also have direct or indirect ownership interests, or otherwise have an economic relationship or arrangement, with certain service providers or their affiliates. These relationships may influence the relevant PE GP in deciding whether to select or recommend such a service provider to perform services for the Fund or a portfolio company or to have other relationships with New Mountain, its personnel and the relevant PE GP may benefit from compensation provided to such service providers. NMC and/or its affiliates generally have discretion over whether to charge Supplemental Fees to a portfolio company and, if so, the rate, timing, method and/or amount of such compensation, as well

as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of Supplemental Fees generally will give rise to potential conflicts of interest between the Funds, on the one hand, and NMC and/or its affiliates on the other hand. NMC will enter into placement agent agreements from time to time in connection with the offer and sale of interests in a Fund to certain potential investors. The management fees paid by a Fund will generally be reduced by the amount of fees paid by such Fund to persons acting as a placement agent. The manner of any such reduction, if any, is set forth in the Governing Documents of the applicable Fund. For the avoidance of doubt, payments to a locally licensed intermediary or distributor required to market a Fund in particular jurisdictions will not be considered placement fees and will be borne by a Fund and not reduce management fees.

Details concerning applicable investor suitability criteria are set forth in the applicable Fund’s offering documents and subscription materials. The offering documents of each Fund generally provide for a minimum investment amount (typically $10 million), although such minimums may be waived.

An intense focus on investor “value-added” and a proven ability to build businesses after an investment is made;

(iii)

Emphasis on strong downside protection, control of risk and active company governance; and

(iv)

Continued pursuit of superior risk-adjusted returns, combined with timely, intelligent exits and strong return performance to date.

Notwithstanding the above, NMC may pursue a wide variety of private equity investment strategies and may modify or depart from the investment strategy and investment process described above if it identifies private equity investment opportunities that it believes are sufficiently attractive for the Funds. Investing in the Funds involves material risks, including the risk of loss. The following is a list of certain material risks that are generally applicable to investments in the Funds. However, investors should also review the offering documents of the applicable Fund to understand the risks and potential conflicts of interest associated with an investment in such Fund. No Assurance of Investment Return Investment in the Funds entails a high degree of risk. There can be no assurance that any Fund will be successful in choosing, making, and realizing investments in any particular portfolio company or portfolio companies. There is no assurance that any Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of investments in which such Fund participates. There could be little or no near-term cash flow available to the investors from the Funds, and there can be no assurance that any investment in a Fund will return any distribution from the Fund. Partial or complete sales, transfers or other dispositions of investments which result in a return of capital or the realization of gains, if any, are generally not expected to occur for a number of years after an investment is made. Accordingly, an investment in a Fund should only be considered by persons for whom a speculative, illiquid and long-term investment is an appropriate component of a larger investment program and who can afford a loss of their entire investment. There can be no assurance that targeted returns for any Fund will be achieved or that a Fund will be able to implement its investment strategy and investment approach, or achieve its investment objective. Past performance of investment entities associated with NMC and/or its affiliates is not necessarily indicative of future results. There can be no assurance that any Fund will achieve comparable results or that performance objectives of any will be achieved. Above Average Degree of Risk; Suitability of Investments The investments made by a Fund may result in a higher amount of risk, volatility or loss of principal than alternative investment options. Investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment may not be suitable for investors with lower risk tolerance. An investment is suitable only for sophisticated investors and an investor must have the financial ability to understand and willingness to accept the extent of its exposure to the risks and lack of liquidity inherent in an investment in a Fund. Investors with any doubts as to the suitability of an investment in any Fund should consult their professional advisers to assist them in making their own legal, tax, accounting and financial evaluation of the merits and risks of investment in light of their own circumstances and financial condition. An investment in a Fund requires a longterm commitment, and there can be no assurance that any Fund’s investment objectives will be

achieved or that there will be any return of capital. Therefore, investors should only invest in a Fund if they can withstand a total loss of their investment. Legal and Regulatory Environment for Private Investment Funds and their Managers The legal, tax and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities could have a material adverse effect on the ability of each Fund to pursue its investment program and the value of investments it holds. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Funds to pursue their investment programs or employ brokers and other counterparties could have a material adverse effect on the Funds. In addition, NMC can, in its sole discretion, cause the Funds to be subject to certain laws and regulations if it believes that an investment or business activity is in a Fund’s interest, even if such laws and regulations could have a detrimental effect on one or more investors in the Fund. General Economic and Market Conditions The success of a Fund’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, industry conditions, competition, technological developments, domestic and international economic uncertainty, changes in laws, trade barriers, currency exchange controls, and national and international political circumstances. These factors may affect the level and volatility of financial instruments’ prices and the liquidity of such Fund’s investments. A Fund’s financial condition and profitability may be adversely affected by a significant general economic downturn. Limited or No Operating History Certain Clients are newly formed, or recently formed, entities and do not have any operating history, or have limited operating history, upon which prospective investors can evaluate their anticipated performance. The investment professionals of NMC have been using investment strategies similar to the investment strategies described herein for several years. However, there can be no assurance that Clients or NMC will achieve results comparable to those that the investment professionals have achieved in the past. Role of NMC and its Professionals The success of a Fund will depend on the ability of the PE GPs and NMC to identify suitable portfolio investments, to negotiate and arrange the closing of appropriate transactions, and to arrange the timely disposition of portfolio investments. The success of a Fund will also depend in part upon the skill, expertise and ability of NMC’s investment professionals and the management of portfolio companies. The interests of these professionals in NMC and the carried interest should tend to discourage them from withdrawing from participation in a Fund’s investment activities. However, there can be no assurance that such professionals will continue to be associated with NMC, the PE GP or NMC throughout the life of a Fund and a loss of the services of key personnel could impair NMC’s ability to provide services to a Fund. In addition, the commitments of NMC personnel to invest in a Fund may be financed in whole or in part by third party lenders and secured by other assets of such personnel, and therefore the interests of such personnel and the investors of a Fund may not be aligned in the same manner as would otherwise be the case. There is ever15

increasing competition among alternative asset managers, financial institutions, private investment firms, financial sponsors, investment managers and other industry participants for hiring and retaining qualified investment professionals. There can be no assurance that NMC personnel or its Senior Advisors will not be solicited by and join competitors or other firms and/or that NMC will be able to hire and retain any new personnel or Senior Advisors that it seeks to maintain or add to its roster of investment professionals. In addition, members of the investment team will work on other projects for NMC. Conflicts of interest may arise in allocating management time, services or functions, and the PE GPs and NMC and their respective affiliates’ ability to access other professionals and resources within NMC for the benefit of a Fund as described herein will be limited. A Fund will generally have no interest in such other investments, funds, vehicles and accounts where team members spend time. Such access may also be limited by the internal compliance policies of NMC or other legal or business considerations, including those constraints generally discussed herein. Effect of Substantial Losses on the Operations of NMC and the PE GP If, due to extraordinary market conditions or other reasons, one or more Funds were to incur substantial losses, the revenues of NMC and its affiliates may decline substantially. Such losses may hamper NMC and its affiliates’ ability to (i) retain employees and (ii) provide the same level of service to other Funds as it has in the past. Competitive Market for Investment Opportunities The Funds are expected to encounter competition from other entities having similar or overlapping objectives and others pursuing the same or similar opportunities. Potential competitors include other Funds managed by NMC, whether formed now or in the future, their portfolio companies, other investment vehicles, debt and equity market, individuals, merchant banks, business development companies, financial institutions, pension funds, sovereign wealth funds, hedge funds, mutual funds, banks and industrial groups. Competition for appropriate investment opportunities reduces the number of investment opportunities available to a Fund, and can adversely affect the terms upon which investments can be made. There can be no assurance that a Fund will be able to locate, complete and exit investments which satisfy such Fund’s target size range, rate of return objectives, or realize upon their values, or that it will be able to invest fully its committed capital. To the extent that a Fund encounters competition for investments, returns to investors may decrease. Uncertainty of Financial Projections The applicable PE GP generally establishes the pricing of transactions and the capital structure of a portfolio company on the basis of financial projections for such portfolio companies and is normally based primarily on management judgments. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic, political and market conditions, which are not predictable, can have a material adverse impact on the reliability of such projections. Use of Leverage A Fund is permitted to make use of leverage by incurring or having a portfolio company or intermediate entity incur debt to finance all or a portion of certain investments, whether on a temporary or long-term basis. Leverage generally magnifies both such Fund’s opportunities for gain

and its risk of loss from a particular investment. While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a higher degree of risk. A Fund’s portfolio investments generally involve varying degrees of leverage, as a result of which recessions, operating problems and other general business and economic risks may have a more pronounced effect on the profitability or survival of such companies. Moreover, any rise in interest rates may significantly increase portfolio company interest expense, causing losses and/or the inability to service debt levels. If a portfolio company cannot generate adequate cash flow to meet debt obligations, a Fund may suffer a partial or total loss of capital invested in the portfolio company. A decrease in the availability of financing (or an increase in the interest cost) for leveraged transactions (e.g., due to adverse changes in economic or financial market conditions or a decreased appetite for risk by lenders) would impair a Fund’s ability to consummate these transactions. If a Fund or a portfolio company defaults on secured indebtedness, the lender may foreclose and such Fund could lose its entire investment in the security for such loan. If a Fund is required to dispose of investments in order to repay lender(s) at an inopportune time or on an expedited basis, it may not realize as much value upon such disposition as it would receive in connection with an orderly disposition. If a Fund itself becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and not be limited to any particular asset, such as the investment giving rise to the liability. Because a Fund is permitted to engage in portfolio financings where several investments are cross-collateralized, multiple investments may be subject to the risk of loss. As a result, a Fund could lose its interests in several performing investments in the event such investments are cross-collateralized with poorly performing or nonperforming investments. Alternatively, upon the default of a portfolio company, a Fund may incur expenses to the extent necessary to seek recovery or to negotiate new terms with lenders. In addition, there can be no guarantee that debt facilities will be available at commercially attractive rates throughout the term of a Fund or when due for refinancing, such that the Fund will be exposed to less favorable terms or rates upon a refinancing, or that any facilities negotiated will be fully utilized by the relevant PE GP. A Fund generally is permitted to incur leverage on a joint, several, joint and several or crosscollateralized basis with one or more other Funds and entities managed by NMC or any of its affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Certain co-investors (potentially including Service providers, Senior Advisors, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) are not expected to share in incurring such leverage, any related guarantees or the related costs and as a result the Fund will disproportionately bear the obligation, risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. The Funds are permitted to provide interim financing to, or make investments that are intended to be of a temporary nature in equity or debt securities of any portfolio company or any affiliate thereof in connection with or subsequent to an investment by a Fund in such portfolio company, or in connection with a proposed syndication of such investment to one or more co-investors. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in a Fund’s control, such long-term securities issuance or other refinancing

or syndication may not occur and such bridge loans and interim investments may remain outstanding. In such event, the interest rate or other terms of such financings may not adequately reflect the risk associated with the position taken by a Fund. Such financings may be entered into at prospective returns below a Fund’s target investment returns. Therefore, such bridge financing that is not exited as originally anticipated, even if successfully recovered by a Fund, could significantly reduce such Fund’s overall investment returns. To finance investments or otherwise manage capital needs, a Fund may securitize or otherwise restructure or repackage some or all of its portfolio investments and/or other assets on an individual or cross-collateralized basis with other portfolio investments and/or assets held by such Fund and/or other Funds and other NMC entities (and New Mountain may otherwise structure or package some or all portfolio investments and/or assets held by other Funds and NMC entities in holdings vehicles, unrelated to any financing arrangements, but which will nevertheless give rise to similar risks). This would typically involve creating one or more investment vehicles, contributing Fund assets to such vehicle or a related entity, and issuing debt or preferred equity interests in such entity or having such entity make borrowings or incur other indebtedness on a non-recourse or limited-recourse basis to purchasers or lenders, as the case may be, or engaging in such transactions with existing holding or other investment vehicles. To the extent such arrangements are entered into by any such vehicle or entity (and not a Fund itself), such arrangements will not be subject to the limits on borrowings or other indebtedness (or any limits on issuing additional interests) by a Fund that are set forth in its Governing Documents, any lending made by a PE GP or an affiliate thereof will not be deemed a transaction with an “affiliate” for purposes of the Governing Documents, and such arrangements will not be treated as a single portfolio investment for purposes of the investment limitations set forth in the Governing Documents. In connection with the foregoing, distributions from one portfolio investment may be used to pay interest and/or principal (or the equivalent amounts regarding preferred securities). If a Fund were to utilize one or more of such investment vehicles for any such purpose, each of the Fund’s limited partners, including those that have no (or different) interest in certain portfolio investments (due to exercise of excuse or exclusion rights, for example), would nevertheless be exposed to risks associated with the Fund’s interest in such portfolio investments and/or other assets. Such Fund’s limited partners and/or the Fund may also have an interest in certain portfolio investments that is disproportionate to their exposure to leverage through cross-collateralization on other portfolio investments. Subscription Lines A Fund generally is permitted to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing or refinancing of the Fund’s investments, as well as to consolidate or make less frequent capital calls to limited partners. Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant PE GP’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as

legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, or results in short-term gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby has the potential to benefit the marketing efforts of the PE GP and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Fund-level borrowing can increase the base of a Fund’s management fee calculation, such as during periods where management fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because management fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant PE GP has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fundlevel borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s management fee calculation under the Governing Documents. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors (including one or more co-investing Funds) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant PE GP’s ability to consent to the transfer of a limited partner’s interest in a Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy and/or a limited partner’s ability to transfer its interest in a Fund. In addition, in order to secure a subscription line, the relevant PE GP may request certain financial information and other documentation from limited partners to share with lenders. The PE GP will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary.

Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a PE GP to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription line) at once to repay the then-current amount outstanding under the subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant PE GP called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. Such larger capital amounts may increase the magnitude of potential investor defaults. A PE GP is authorized to use Fund-level borrowing to pay management fees and to reimburse NMC for expenses incurred on behalf of the relevant Fund. A Fund is also permitted to utilize Fund-level borrowing when a PE GP expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment appreciates in value and is disposed of prior to repayment, the relevant Fund generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant PE GP, as reduced by the interest incurred by the relevant Fund. Subject to any limitations in the Governing Documents, this scenario potentially incentivizes the relevant PE GP to permanently fund the acquisition and ongoing capital needs of a Fund’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Investment- and Intermediate Entity-Level Borrowing Under the Governing Documents, each Fund is authorized to incur indebtedness that is secured by any assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Fund, including without limitation to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of management fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Further, the Funds

are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Syndication; Warehousing NMC, the Funds, other NMC entities, joint venture partners, or affiliates or related parties of the foregoing could, subject to the limitations in their Governing Documents, acquire an investment as principal and subsequently sell some or all of it to a Fund, other NMC entities, co-investment vehicles and/or other third parties in an affiliate or related party transaction. Similarly, the Funds will, in certain circumstances, acquire an investment and subsequently syndicate, or sell some or all of it, to NMC, one or more other Funds, other NMC entities, co-investment vehicles, joint venture partners, or affiliates or related parties of the foregoing or other third parties, notwithstanding the availability of capital from the limited partners and other limited partners thereof or applicable credit facilities. If any such intended syndication is not ultimately consummated, NMC, a Fund, or the other party that initially acquires such portion will be expected to retain it. For the avoidance of doubt, certain other Funds and NMC entities participating in such investment may not take part in any such syndication in the same manner or to the same extent (if at all), or may participate in a syndication alongside a Fund but at a different interest rate, due to legal, regulatory, accounting, administrative or other considerations. NMC reserves the right to cause these transfers to be made at cost, or cost plus an interest rate or carrying cost charged from the time of acquisition to the time of transfer, notwithstanding that the fair market value of any such portfolio investments may have declined below or increased above cost from the date of acquisition to the time of such transfer. Depending on the change in value of a portfolio investment during such interim period, a Fund may not receive the full benefit of any increase in value. NMC also reserves the right to determine another methodology for pricing these transfers, including fair market value at the time of transfer. Conflicts of interest are expected to arise in connection with these affiliate transactions, including with respect to timing, structuring, pricing and other terms. Portfolio Company Management Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although NMC will be responsible for monitoring the performance of each portfolio investment there can be no assurance that the existing management team, or any successor, will be able to successfully operate the portfolio company in accordance with a Fund’s plans. The success of each portfolio company depends in substantial part upon the skill and expertise of each portfolio company’s management team. Additionally, portfolio companies will need to attract, retain and develop executives and members of their management teams. The market for executive talent is, notwithstanding general unemployment levels or developments within a particular

industry, extremely competitive. In connection with attracting and retaining strong management teams (including as result of the foregoing), portfolio companies may enter into customized arrangements with one or more members of their management teams, including low- or zero-interest loans, unconventional incentive compensation or compensation in-kind. A Fund may in appropriate circumstances fund the capital necessary for such arrangements or separately enter into such arrangements directly with management team members. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, the Funds may be adversely affected thereby. Influence over Management A Fund makes investments that allow the Fund to exercise influence over management and the strategic direction of a portfolio company. The exercise of influence over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management and other types of liability in which the limited liability characteristic of business operations may be ignored. The exercise of influence over an investment could expose the assets of a Fund to claims by such portfolio companies, its shareholders and its creditors. While the PE GPs intend to manage the Funds in a manner that will minimize the exposure of these risks, the possibility of successful claims cannot be precluded. Unspecified Investments A Fund may begin operations following closing and may not have identified any particular portfolio investment. An investor must rely upon the ability of NMC to identify, structure and implement portfolio investments consistent with a Fund’s investment objectives and policies. A Fund may be unable to find a sufficient number of attractive opportunities to meet its investment objectives. The success of a Fund will depend on the ability of NMC to identify suitable portfolio investments, to negotiate and arrange the closing of appropriate transactions and to arrange the timely disposition of portfolio investments. Non-Controlling Investments; Investments with Third Parties Some Funds are expected to invest primarily in minority positions of companies and in noncontrolling interests in companies for which the Fund has no right to appoint a director or otherwise exert significant influence or protect its position, and therefore has limited ability to protect its position in such companies, even where the relevant PE GP believes it has structured appropriate rights. These Funds will typically be significantly reliant on the existing management, board of directors and other shareholders of such companies, which include representation of other financial investors with whom a Fund is not affiliated and whose interests may conflict with the interests of a Fund. Although the relevant PE GP will seek to align the interests of the control persons and the Fund, these portfolio investments involve risks not present in control investments, including the possibility that control persons have financial, legal or regulatory difficulties, resulting in a negative impact on such portfolio investment, have economic or business interests or goals which are inconsistent with those of a Fund, or are in a position to take (or block) action in a manner contrary to a Fund’s investment objectives (including with respect to a proposed exit of a portfolio investment), or the increased possibility of default by, diminished liquidity or insolvency of, the third party, due to a sustained or general economic downturn.

A Fund may also co-invest with other Funds and/or financial, strategic or other third parties through partnerships, consortiums of private equity investors, joint ventures or other similar arrangements, thereby acquiring non-controlling interests, giving rise to similar considerations with respect to its third-party partners or co-venturers. In addition, a Fund may in certain circumstances be liable for the actions of its third-party partners or co-venturers (including co-investment vehicles and/or other Funds). Portfolio investments made with third parties in joint ventures or other entities may involve incentive compensation and fees payable to such third-party partners or co-investors. In certain circumstances involving a third-party management group, such third parties may receive compensation arrangements relating to such portfolio investments, including incentive compensation arrangements. In addition, NMC’s investment strategies in certain investments may depend on its ability to enter into satisfactory relationships with joint venture or operating partners. There can be no assurance that NMC’s current relationship with any such partner will continue (whether on currently applicable terms or otherwise) with respect to a Fund or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to a Fund. Operating and Financial Risks of Portfolio Companies Companies in which a Fund invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment, or an economic downturn. As a result, companies which a Fund expects to be stable may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress. In some cases, the success of a Fund’s investment strategy will depend, in part, on the ability of a Fund to restructure and effect improvements in the operations of a portfolio company. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that any person (including a Fund) will be able to successfully identify and implement such restructuring programs and improvements. Although NMC’s investment strategy includes a focus on tight control of risk, there can be no assurance that the various risks of an investment will be successfully controlled or that losses can be avoided. There can be no assurance that NMC’s methods of seeking to minimize risks will accurately address future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. In certain situations, NMC may be unable to, or may choose not to, implement risk management strategies because of the costs involved or other relevant circumstances or business judgments, and even if risk management strategies are utilized, such strategies cannot fully insulate a Fund from the risks inherent in its planned activities. No risk management system is fail-safe. Risk of Limited Number of Investments; Dependence on Performance of Certain Investments A Fund is generally expected to participate in a limited number of portfolio investments (and may seek to make several investments in one industry or one industry segment and/or within a short period of time) and, as a consequence, the aggregate return of a Fund generally will be substantially adversely affected by the unfavorable performance of a single portfolio investment or a single industry segment. Moreover, there are no assurances that all of a Fund’s portfolio investments will

perform well or even return capital. Therefore, if certain portfolio investments perform unfavorably, for a Fund to achieve above-average returns, that one or a few of its portfolio investments must perform well. There can be no assurance that this will be the case. In addition, other than as set forth in a Fund’s Governing Documents, investors have no assurance as to the degree of diversification of a Fund’s portfolio investments, either by geographic region, industry, sub-sector, security or transaction type. To the extent a Fund concentrates portfolio investments in a particular issuer, geographic region, industry, sub-sector, security or transaction type, its portfolio investments will become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund's organizational expenses could be higher if its fundraising period continues for an extended period. Illiquid and Long-Term Investments Investments in a Fund require a long-term commitment with no certainty of return. Many of a Fund’s portfolio investments will be highly illiquid, and a Fund may not be able to realize on such portfolio investments in a timely manner. It is likely that no significant return from the disposition of a Fund’s portfolio investments will occur until three and possibly ten or more years from the date of closing of such Fund. Often, there will be no readily available market for portfolio investments made by a Fund. In most cases there will be no public market for the securities held by a Fund at the time of their acquisition. A Fund will generally not be able to sell the securities of portfolio companies publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. To the extent that there is no market for a portfolio investment, a Fund may be unable to liquidate that portfolio investment or may be unable to do so at a profit. Moreover, there can be no assurances that private purchasers of a Fund’s portfolio investments will be found. Hedging Policies/Risks In connection with certain portfolio investments, a Fund may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while a Fund may benefit from the use of these hedging mechanisms, unanticipated changes in commodity prices, interest rates, securities prices, currency exchange rates and/or other events relating to such hedging transactions may result in a poorer overall performance for a Fund than if it had not entered into such hedging transactions. The PE GPs may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. Risks Relating to Due Diligence of and Conduct at Portfolio Companies Before making portfolio investments, the PE GPs will typically conduct due diligence that they deem reasonable and appropriate based on the facts and circumstances applicable to each portfolio

investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third party advisers or consultants present a number of risks primarily relating to a PE GP’s reduced control of the functions that are outsourced. In addition, if a PE GP is unable to timely engage third-party providers, their ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding an investment, a PE GP will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation that a PE GP carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the portfolio investment being successful. There can be no assurance that attempts to provide downside protection with respect to portfolio investments will achieve their desired effect. There can be no assurance that a Fund will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the portfolio investment on an ongoing basis. In the event of fraud by any portfolio company or any of its affiliates, a Fund may suffer a partial or total loss of capital invested in that portfolio company. An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company or the seller. Such inaccuracy or incompleteness may adversely affect the value of the Fund’s securities and/or instruments in such portfolio company. A Fund will rely upon the accuracy and completeness of representations made by portfolio companies and/or their former owners in the due diligence process to the extent reasonable when it makes its investments but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to a Fund may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Public Company Holdings A Fund’s investment portfolio may contain securities issued by publicly held companies in privately negotiated transactions. Such portfolio investments may subject a Fund to risks that differ in type or degree from those involved with portfolio investments in privately held companies, including without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such investments and companies, limitations on the ability of a Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation against such companies’ board members and controlling parties and increased costs associated with each of the aforementioned risks. Coronavirus and Public Health Emergencies The outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), which the World Health Organization previously declared a public health emergency of international concern, resulted in numerous deaths, adversely impacted global commercial activity, and contributed to significant volatility in certain equity, debt, derivatives and commodities markets. Any future public health emergency, including any new or variant outbreaks of COVID-19, SARS, Monkeypox, H1N1/09 flu, avian flu, respiratory syncytial virus (RSV), other coronaviruses, Ebola or

other existing or new epidemic diseases, or the threat thereof, could negatively impact a Fund and the portfolio companies and could meaningfully affect a Fund’s ability to fulfill its investment objectives. The extent of the impact of any public health emergency on a Fund and the portfolio companies’ operational and financial performance will depend on many factors, including but not limited to the duration and scope of such public health emergency (as well as the availability of effective treatment and/or vaccination), the extent of any related travel advisories and voluntary or mandatory government or private restrictions implemented, the impact of such public health emergency on overall supply and demand, goods (including component parts and raw materials) and services, investor liquidity, consumer confidence and spending levels, the extent of government support 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. For this reason, valuations in this environment are subject to heightened uncertainty and subject to numerous subjective judgments even beyond what is traditionally the case, any or all of which could turn out to be incorrect with the benefit of hindsight. Furthermore, traditional valuation approaches that have been used historically may need to be modified in order to effectively capture fair value in the midst of significant volatility or market dislocation. The effects of a public health emergency may negatively impact the value and performance of a Fund’s portfolio companies, a Fund’s ability to source, manage and divest investments (including but not limited to circumstances where potential transactions are already signed but not closed) and a Fund’s ability to achieve its investment objectives, all of which could result in significant losses to a Fund. In connection with the impacts of any future such public health crisis, the Funds are expected to incur heightened legal expenses which could similarly have an adverse impact to a Fund’s returns. For example, but not by limitation, a Fund or portfolio companies may be subject to heightened litigation and its resulting costs, which costs may be significant and are expected to be borne by a Fund and/or its portfolio companies. There is also a heightened risk of cyber and other security vulnerabilities during the current public health emergency and any future one, which could result in adverse effects to a Fund or the portfolio companies in the form of economic harm, data loss or other negative outcomes. Weather and Climatological Risks As consensus builds that global warming is a significant threat, initiatives seeking to address climate change through regulation of greenhouse gas emissions have been adopted by, are pending or have been proposed before international, federal, state, and regional regulatory authorities. Climate change may cause more extreme weather conditions and increased volatility in seasonal temperatures, which can interfere with operations and increase operating costs, and damage resulting from extreme weather may not be fully insured. Many industries (e.g., electrical power, mining, manufacturing, transportation, and insurance) face various climate change risks, many of which could conceivably materially impact them. Such risks include (i) regulatory/litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, the discontinuance of certain operations, and related litigation), (ii) market risk (e.g., declining market for products and services seen as greenhouse gas intensive); and (iii) physical risk (e.g., risks to plants or property owned, operated or insured by a company posed by rising sea levels, increased frequency or severity of storms, drought, and other physical occurrences attributable to climate change). These risks could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities once undertaken, any of which could have an adverse effect on a Fund.

Political Activities A Fund’s portfolio company may, in the ordinary course of its business, make political contributions to elected officials, candidates for elected office or political organizations, hire lobbyists or engage in other permissible political activities in the U.S. and/or non-U.S. jurisdictions with the intent of furthering its business interests or otherwise. A Fund’s portfolio companies are generally not considered affiliates of NMC (and in some cases are not controlled by NMC or the PE GPs), and therefore such activities are not subject to relevant policies of NMC and may be undertaken by a portfolio company without the knowledge or direction of NMC. In other circumstances, there may be initiatives where such activities are coordinated by NMC for the benefit of certain portfolio companies. The interests advanced by a portfolio company through such activities may, in certain circumstances, not align with or be adverse to the interests of other portfolio companies, a Fund and/or investors. The costs of such activities may be allocated among those portfolio companies (and borne indirectly by the investors). While the costs of such activities will typically be borne by the portfolio companies undertaking such activities, such activities may also directly or indirectly benefit other portfolio companies, other Funds and/or NMC. There can be no assurance that any such activities will be successful in advancing the interests of a portfolio company or otherwise benefit such portfolio company or a Fund. Investments in Regulated Industries Certain Funds are expected to make investments operating in industries that are subject to greater amounts of regulation than other industries generally. These more highly regulated industries may include healthcare, financial services (including banking and mortgage servicing), insurance, transportation (e.g., aviation), energy and also businesses that serve primarily customers that are governmental entities, including in the defense industry. Investments in portfolio companies that are subject to greater amounts of governmental regulation pose additional risks relative to investments in other companies generally. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures and/or regulatory capital requirements in the case of banks or similarly regulated entities. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. A portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business and governments may be influenced by political considerations and may make decisions that adversely affect a portfolio company’s business. Additionally, certain portfolio companies may have a unionized work force or employees who are covered by a collective bargaining agreement, which could subject any such portfolio company’s activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a portfolio company’s operations and profitability could suffer if it experiences labor relations problems. Upon the expiration of any of such portfolio company’s collective bargaining agreements, it may be unable to negotiate new collective bargaining agreements on terms favorable to it, and its business operations at one or more of its facilities may be interrupted as a result of labor disputes or difficulties and delays in the process of renegotiating its collective bargaining agreements. A work stoppage at one or more of any such portfolio company’s facilities could have a material adverse effect on its business, results of operations and financial condition. Additionally, any such problems may bring scrutiny and attention to a Fund itself, which could adversely affect the Fund’s ability to implement its investment objectives.

Trade Policy Some political leaders around the world (including in the U.S. and certain European nations) have been elected on protectionist platforms, fueling doubts about the future of global free trade. The current U.S. administration has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. For example, the current U.S. administration has imposed, and it is possible in the future will further increase, tariffs on certain foreign goods imported from Mexico, Canada and China, and has indicated a willingness to impose tariffs on imports of other products and from other jurisdictions. Some foreign governments, including China have also instituted tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products, including in response to tariff impositions by the United States. Mexico and Canada announced retaliatory tariffs, in response to the announced U.S. tariffs on Mexican and Canadian goods, and other countries, have also threatened tariffs on certain U.S. products. It is not possible to determine how long such tariffs or similar measures will remain in place. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Funds and their portfolio companies. In addition, trade disputes may develop between other countries, which may have similar or more pronounced risks and consequences for portfolio companies. It is not possible to ascertain the precise impact these events will have on the U.S. and other economies, the Funds or their portfolio companies from a financial, tax or regulatory perspective, but any such impact could be material and adverse. Financial Institution Risk; Distress Events An investment in a Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, NMC, any PE GP, the Funds and/or any of the portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of NMC to manage the Funds and their investments, and on the ability of NMC, any Fund or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of

funds; an obligation to pay fees and expenses in the event a Fund is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Fund to access capital contributions or otherwise); the inability of the Fund to acquire or dispose of investments, including at prices that the relevant PE GP believes reflect the fair value of such investments; and/or the inability of NMC or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that NMC will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that NMC will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Fund or Service providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. China National Security Law The Chinese government has continued to increase its control over the historically autonomous administrative region of Hong Kong. In June 2019, protests began in connection with an amendment to Hong Kong’s extradition law and continued with increased size and intensity through the end of 2019 and into 2020. These protests resulted in disruptions to businesses in major business and tourist areas of Hong Kong and pushed Hong Kong’s economy into a recession for the first time since the Global Financial Crisis. On June 30, 2020, the National People’s Congress of China passed a national security law (the “National Security Law”), which criminalizes certain offenses including secession, subversion of the Chinese government, terrorism and collusion with foreign entities. The National Security Law also applies to non-permanent residents. As of 2021, several persons have been arrested and/or charged under the National Security Law. Although the extraterritorial reach of the National Security Law remains unclear, there is a risk that the application of the National Security Law to conduct outside Hong Kong by non-permanent residents of Hong Kong could limit the activities of or negatively affect NMC, a Fund or a Fund’s portfolio companies. The National Security Law has been condemned by the United States, the United Kingdom and several EU countries. On July 14, 2020, the United States signed into law the Hong Kong Autonomy Act (“HKAA”), which introduces sanctions on foreign persons who have “materially contributed” to the Chinese government’s recent actions in Hong Kong as well as on certain foreign financial institutions. Simultaneously, the United States issued an executive order declaring a national emergency with respect to the threat posed by the Chinese government’s actions in Hong Kong, formally suspending or eliminating any differential treatment of Hong Kong under U.S. law, including export control law, and authorizing sanctions on persons determined to be engaged in a broad array of anti-democratic or repressive activity. The United States has also imposed sanctions on senior Chinese officials and certain employees of Chinese technology companies that it believes have contributed to the Chinese government’s activities in Hong Kong, adding a number of new Chinese companies to the Department of Commerce’s Entity List. In mid-July 2020, the United Kingdom also suspended its extradition treaty with Hong Kong and extended its arms embargo on China to Hong Kong. In addition to the National Security Law, there have been a series of other developments related to the political, regulatory and legal environment, including the

disqualification of pro-democracy election candidates and overhaul of the Hong Kong electoral system, the expulsion of opposition members from the Hong Kong legislature without trial, the implementation of national security education in schools, and the passing of an immigration bill which potentially grants authorities unfettered authority to ban persons from entering and leaving Hong Kong. These developments could potentially threaten Hong Kong’s global standing as an international financial and business hub. Escalation of tensions resulting from the National Security Law and the response of the international community, including conflict between China and other countries like the United States and United Kingdom, protests and other government measures, the countermeasures that the Chinese government has taken and may take in response, as well as other economic, social or political unrest in the future, could adversely impact the security and stability of the region and may have a material adverse effect on countries in which NMC, a Fund, a Fund’s portfolio companies or any of their respective personnel or assets are located. The introduction of retaliatory or counter measures by governments, including anti-sanction laws in China (enacted in June 2021) and Hong Kong being actual and possible responses by the Chinese government, could result in a deterioration in bilateral relationships and also raise questions about Hong Kong’s future as an international financial center. In addition, as with all anti-sanctions law, it may become increasingly challenging for international companies to navigate through situations and regulations where they are required to comply with potentially conflicting local and international sanctions and regulations. Any downturn in Hong Kong’s economy could adversely affect the financial performance of the Funds and their portfolio companies, or could have a significant impact on the industries in which the Funds participate, and adversely affect the operations of NMC, the Funds and the Funds’ portfolio companies, including the retention of investment professionals located in Hong Kong. International Conflicts and Geopolitical Events Wars and other international conflicts, such as the military conflict among the U.S., Israel and Iran and between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives.

Terrorism Risk The continued threat of global terrorism and the impact of military and other action will likely continue to cause volatility in the economies of certain countries and various aspects thereof, including the prices of commodities, and could affect the Funds’ financial results. A Fund’s investments may involve significant strategic assets having a national or regional profile. The nature of these assets could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Any terrorist attacks that occur at or near such assets would likely cause significant harm to employees, property and, potentially, the surrounding community, and may result in losses far in excess of available insurance coverage. As a result of global events and continued terrorism concerns, insurers significantly reduced the amount of insurance coverage available for liability to persons other than employees for claims resulting from acts of terrorism, war or similar events. As a result of a terrorist attack or terrorist activities in general, the Funds may not be able to obtain insurance coverage and other endorsements at commercially reasonable prices or at all. Governmental Interventions Extreme volatility and illiquidity in markets has in the past led to, and can in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Funds’ strategies. Availability of Insurance Against Certain Catastrophic Losses With respect to investments made by the Funds, the PE GPs or NMC may seek to require the underlying portfolio companies and/or project to obtain liability, fire, flood, extended coverage and rental loss insurance with insured limits and policy specifications that they believe are customary for similar investments. However, certain losses of a catastrophic nature, such as wars, natural disasters, terrorist attacks, or other similar events, may be either uninsurable or insurable at such high rates that to maintain such coverage would cause an adverse impact on the related investments. In general, losses related to terrorism are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums which can greatly increase the total costs of casualty insurance for investments made by the Funds. As a result, not all investments may be insured against terrorism. If a major uninsured loss occurs, the Funds could lose both invested capital in and anticipated profits from the affected investments. Force Majeure Risk Portfolio companies owned by the Funds may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, civil unrest, acts of God, fire, flood, earthquakes, hurricanes and other natural disasters, including extreme weather events from possible future climate change, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes). Some force majeure events may adversely affect the ability of a party (including a Fund’s portfolio companies or a counterparty to a

Fund or its portfolio companies) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to a Fund or its portfolio companies of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Funds may invest specifically. Pay-To-Play Laws, Regulations and Policies In light of controversies and highly publicized incidents involving money managers, a number of states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment advisor from providing advisory services for compensation with respect to a government plan investor for two years after the advisor or certain of its executives or employees make a contribution to certain elected officials or candidates. Advisers are also required to implement compliance policies designed, among other matters, to comply with this rule. If NMC, the PE GPs, or their respective employees or affiliates fail to comply with such pay-to-play laws, regulations or policies, such non-compliance could have an adverse effect on the Funds by, for example, providing the basis for the withdrawal of the affected government plan investor. In addition, a disqualifying contribution presents potential enforcement risk, which may subsequently result in a monetary fine or, more significantly, a disqualification from reliance on the Regulation D exemption, potentially impacting NMC’s investment advisory business. SEC Regulation of Private Funds There have been significant legislative developments affecting the private investment fund industry and there continues to be discussion regarding enhancing governmental scrutiny and/or increasing the regulation of the private investment fund industry. It is difficult to determine what impact, if any, any increased regulatory scrutiny or initiatives will have on the private investment fund industry generally or on NMC specifically. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of NMC and the Funds. Such current and future rulemaking is expected to impact NMC and its affiliates, the Funds and/or their investments, and the Funds have the potential to bear significant increased costs as a result of such rules. CFIUS; Non-U.S. National Security Regimes Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or coinvestors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and

U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, nonU.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus the Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the PE GP is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant Advisory Committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Fund to maintain, or proceed with, any investment on terms acceptable to the Fund. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connection with such thirdparty investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Fund as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Fund to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation

In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Fund. The OISP restrictions could limit the universe of prospective investments available to a Fund, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. On April 17, 2020, the India Ministry of Commerce & Industry issued Press Note 3 (“PN3”) and on April 22, 2020, the India Ministry of Finance enacted an amendment to the Non-Debt Instrument (“NDI”) Rules, 2020 in line with PN3, which effectively states that any foreign investment by or from an entity of any country which shares its land border with India (being the “Relevant Jurisdictions”) or where the beneficial owner of an investment into India is situated in, or is a citizen of, a Relevant Jurisdiction, requires approval by the Government of India. The Relevant Jurisdictions are China (which appears to include, for these purposes, Hong Kong and Taiwan), Bangladesh, Bhutan, Afghanistan, Myanmar, Nepal and Pakistan. Further clarity is awaited from the Government of India on what would constitute beneficial owner (including clarity on what precise ownership percentages would constitute beneficial ownership). Australia’s foreign regulatory investment regime, which requires prior approval for certain inbound foreign investments, is likely to apply to any investments in Australia resulting in an increased risk that a Fund’s investments in Australian assets will require Australian regulatory review and approval prior to any such investment. If such review and approval are required for an investment, a Fund may be required to disclose to the Australian regulatory authorities as part of the approval process the identities of limited partners whose capital commitments to such Fund exceeds a certain percentage of such Fund’s aggregate capital commitments as well as the identities of some or all non-Australian governmental limited partners. The requirements for, and scope of, disclosure are subject to change and the Australian regulatory agencies may require the disclosure of the identities of all limited partners depending on government policy at that time and the nature of the investment, and may require the disclosure of further information about some or all limited partners than is currently expected. As a result of such regimes, a Fund may incur significant delays and costs or be altogether prohibited from making a particular investment, all of which could adversely affect a Fund’s ability to meet its investment objectives. Heightened scrutiny of foreign direct investment worldwide may also make it more difficult for a Fund to identify suitable buyers for investments upon exit and may constrain the universe of exit opportunities for an investment in a portfolio company. As a result, the above laws may prevent, delay, impede or restrict syndication or sale of a Fund’s assets to certain buyers. In addition, given the lack of clarity in many of these regimes, it is possible that a

Fund incurs fines or fees in connection with its acquisition (or proposed acquisition) of an investment in certain jurisdictions. Any such fines or fees may be considered Fund expenses or capitalized as part of the acquisition price of a given investment, and in either case, such fines or fees will be borne by the applicable Fund. Economic Sanctions and Anti-Corruption Considerations Economic sanction laws in the United States and other jurisdictions may prohibit NMC, NMC’s professionals and the Funds from transacting with or in certain countries and with certain individuals and companies. For example, in the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, sanctions evaders and other parties subject to OFAC sanctions and embargo programs. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at <http://www.treas.gov/ofac.> In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may significantly restrict the Funds’ investment activities in certain emerging market countries. Other jurisdictions maintain different and/or additional economic and trade sanctions. In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities, and of corruption. NMC and the Funds are committed to complying with the FCPA and other anti-corruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, the Funds may be adversely affected because of their unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the Funds to act successfully on investment opportunities and for investments to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom continued to broadly enforce the UK Bribery Act of 2010 (the “UK Bribery Act”), which in some ways is broader in scope than the FCPA and applies to private and public sector corruption and holds companies liable for failure to prevent bribery unless they have adequate procedures in place to prevent bribery. While NMC has developed and implemented a stringent compliance program designed to ensure strict compliance by NMC, its personnel and senior advisors with the FCPA and the UK Bribery Act, even reasonable compliance programs may not prevent all instances of violations. In addition, in spite of NMC’s policies and procedures, affiliates of portfolio companies, particularly in cases where the Funds does not control such portfolio company, and third-party consultants, managers and advisors may engage in activities that could result in FCPA or UK Bribery Act violations. Any determination that NMC has violated the FCPA, the UK Bribery Act, or other potentially applicable anti-corruption laws or anti-bribery laws could subject NMC to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect NMC’s business prospects and/or financial position, as well as a Fund’s ability to achieve its investment objective and/or conduct its operations. The Funds may incur costs and expenses associated with engaging external

counsel or other third-party consultants or professionals in connection with inquiries or investigations relating to FCPA or other applicable anti-corruption laws or anti-bribery laws. Financial Services Industry Regulatory Factors There continues to be significant discussion regarding enhancing governmental scrutiny and/or increasing the regulation of the private investment fund industry. On July 21, 2010, then-President Obama signed into law the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). A key feature of the Dodd-Frank Act is the potential extension of prudential regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to nonbank financial companies that are not currently subject to such regulation but that are determined to pose risk to the U.S. financial system. The Dodd-Frank Act defines a “nonbank financial company” as a company that is predominantly engaged in activities that are financial in nature. The Financial Stability Oversight Council (the “FSOC”), an interagency body created to monitor and address systemic risk, has the authority to subject such a company to supervision and regulation by the Federal Reserve (including capital, leverage and liquidity requirements) if it determines that such company is systemically important, in that it poses a risk to the U.S. financial system. The Dodd-Frank Act does not contain any minimum size requirements for such a determination by the FSOC, and it is possible that it could be applied to private funds, particularly large, highly leveraged funds, although no such funds have been designated as systemically important by the FSOC to date. The Dodd-Frank Act also imposes a number of restrictions on the relationship and activities of banking organizations with private equity funds and hedge funds and other provisions that affect the private equity industry, either directly or indirectly. Included in the Dodd-Frank Act is the socalled “Volcker Rule,” which takes the form of Section 13 of the U.S. Bank Holding Company Act of 1956. Among other things, the Volcker Rule (as amended by the Reform Act) prohibits any “banking entity” (generally defined as any insured depository institution, subject to certain exceptions including for depository institutions that do not have, and are not controlled by a company that has, more than $10 billion in total consolidated assets or significant trading assets and liabilities, any company that controls such an institution, a non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law, and any affiliate or subsidiary of the foregoing entities), as principal, from sponsoring or acquiring or retaining an ownership interest in a private equity fund or hedge fund that is not subject to the provisions of the Company Act in reliance upon either Section 3(c)(1) or Section 3(c)(7) of the Company Act, to avoid being treated as “investment companies” under the Company Act. The Volcker Rule also requires certain nonbank financial companies that have been designated as systemically important by the FSOC and subject to supervision by the Federal Reserve (as discussed above) to comply with additional capital requirements and comply with certain other quantitative limits on such activities, although such entities are not expressly prohibited from engaging in proprietary trading or sponsoring or investing in such funds. Potential investors that are “banking entities” should consult their bank regulatory counsel prior to making an investment. The Dodd-Frank Act, as well as future related legislation, may have an adverse effect on the private equity industry generally and/or on NMC or the Funds, specifically. Therefore, there can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on NMC or otherwise impede the Funds’ activities. The Dodd-Frank Act, as well as future related legislation, may have an adverse effect on the private equity industry generally and/or on NMC or the Funds, specifically. For example, on May 24, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Reform Act”) was signed into law. Among other regulatory changes, the Reform Act amends various sections of the

Dodd-Frank Act, including by modifying the so-called “Volcker Rule” to exempt depository institutions that do not have, and are not controlled by a company that has, more than $10 billion in total consolidated assets and significant trading assets and liabilities. In July 2019, U.S. federal regulatory agencies adopted amendments to the Volcker Rule regulations to implement the Volcker Rule amendments included in the Reform Act, and also in 2019 such U.S. federal regulatory agencies adopted certain targeted amendments to the Volcker Rule regulations to simplify and tailor certain compliance requirements relating to the Volcker Rule. In June 2020, U.S. federal regulatory agencies adopted additional revisions to the Volcker Rule’s current restrictions on banking entities sponsoring and investing in certain covered hedge funds and private equity funds, including by adopting new exemptions allowing banking entities to sponsor and invest without limit in credit funds, venture capital funds, customer facilitation vehicles and family wealth management vehicles (the “Covered Fund Amendments”). The Covered Fund Amendments also loosen certain other restrictions on extraterritorial fund activities and direct parallel or co-investments made alongside covered funds. The Covered Fund Amendments are expected therefore to expand the ability of banking entities to invest in and sponsor private funds. The ultimate consequences of the Reform Act and these regulatory developments on the Funds and their activities remain uncertain. Therefore, there can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on NMC, or otherwise impede, the Funds’ activities. Financial Market Fluctuations General fluctuations in the market prices of securities may affect the value of the portfolio investments held by a Fund. Instability in the securities markets may also increase the risks inherent in a Fund’s portfolio investments. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise. Market Volatility The public markets are currently experiencing significant volatility and many observers believe a global economic downturn or recession is possible. The extent and duration of such environment, to the private equity industry and global markets as a whole, is currently unknown. For this reason, valuations in this environment are subject to heightened uncertainty and subject to numerous subjective judgments, any or all of which could turn out to be incorrect with the benefit of hindsight. Furthermore, traditional valuation approaches that have been used historically may need to be modified in order to effectively capture fair value of private investments in the midst of significant volatility or market dislocation. A Fund’s portfolio companies may also be susceptible to economic slowdowns, potentially decreasing the value of such Fund’s portfolio, increasing a Fund’s funding costs and limiting a Fund’s access to the capital markets. Inflation and Deflation Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Fund invests and may make defaults more likely, which may result in a decline in the value of the Fund’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a

country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Fund. Currency and Exchange Rate Risks A portion of a Fund’s investments, and the income received by a Fund with respect to such investments, may be denominated in currencies other than U.S. dollars. However, the books of the Funds will be maintained, and capital contributions to and distributions from the Funds generally will be made, in U.S. dollars. Accordingly, changes in currency exchange rates may adversely affect the dollar value of investments, interest amounts and other payments received by a Fund, gains and losses realized on the sale of investments and the amount of distributions, if any, to be made by a Fund. Recent events have exacerbated the volatility of certain currency exchange rates, which may adversely affect a Fund. In addition, a Fund will incur costs in converting investment proceeds from one currency to another. A PE GP may enter into hedging transactions designed to reduce such currency risks. U.S. Capital Markets Disruptions in the capital markets have previously increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on a Fund’s business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase a Fund’s funding costs, limit a Fund’s access to the capital markets or result in a decision by lenders not to extend credit to a Fund. These events have limited, and could continue to limit, investment originations and/or NMC’s ability to grow, and they could have a material negative impact on a Fund’s operating results and the fair values of its debt and equity investments. Further, current and/or future market conditions may make it difficult for a Fund to obtain debt capital on favorable terms and any failure to do so could have a material adverse effect on a Fund’s business. The debt capital that will be available to a Fund in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what a Fund would otherwise expect, including being at a higher cost in rising rate environments. If a Fund is unable to raise debt, then equity investors may not benefit from the potential for increased returns on equity resulting from leverage and a Fund may be limited in its ability to make or fund commitments to portfolio companies. An inability to obtain indebtedness could have a material adverse effect on our business, financial condition or results of operations.

If a Fund is unable to consummate credit facilities on commercially reasonable terms, such Fund’s liquidity may be reduced significantly. If a Fund is unable to repay amounts outstanding under its credit facilities or any facility a Fund may enter into and is declared in default or unable to renew or refinance any such facility, it would limit its ability to initiate significant originations or to operate our business in the normal course. These situations may arise due to circumstances that such Fund may be unable to control, such as inaccessibility of the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects third parties or a Fund, and could materially damage its business. Moreover, a Fund is unable to predict when economic and market conditions may become more favorable. Even if such conditions improve broadly and significantly over the long term, adverse conditions in particular sectors of the financial markets could adversely impact our business. U.S. Credit Rating and Debt Ceiling U.S. debt ceiling and budget deficit concerns have increased the possibility of additional creditrating downgrades and economic slowdowns, or a recession in the United States. U.S. lawmakers have previously passed legislation to raise the federal debt ceiling on multiple occasions. Ratings agencies have accordingly lowered or threatened to lower the long-term sovereign credit rating on the United States. The impact of this or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. Absent further quantitative easing by the Federal Reserve, these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time, and may lead to additional shutdowns in the future. Continued adverse political and economic conditions could have a material adverse effect on the Fund’s business, financial condition and results of operations. Changes to Benchmark Rates To the extent that a Fund’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (SOFR) or other rates (each, a “Benchmark Rate”), the Fund may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Funds and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Regional Risk; Interdependence of Markets Economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could lead to local economic problems increasingly having an adverse effect on regional and even global economic conditions and markets. The market and the economy of a particular country in which a Fund invests is influenced by economic and market conditions in other

countries in the same region or elsewhere in the world. Similarly, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets. A repeat of either of these crises or the occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally. Cayman Islands Regulatory Oversight Certain investment vehicles which may be related to the Funds and established in the Cayman Islands and most alternative vehicles and intermediate entities of the Funds established in the Cayman Islands, are or will be required to register and be regulated as a private fund under the Private Funds Law, 2020 (the “Private Funds Law”) of the Cayman Islands. Once registered, the Cayman Islands Monetary Authority (the “Authority”) will have supervisory and enforcement powers to ensure any such vehicle’s compliance with the Private Funds Law. The Authority may take certain actions if it is satisfied that a regulated private fund is or is likely to become unable to meet its obligations as they become due, or is carrying on business fraudulently or otherwise in a manner detrimental to the public interest or to the interests of its investors or creditors, or is carrying on or is attempting to carry on business or is winding up of its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of the Authority include the power to require the substitution of the general partner of such vehicle, to appoint a person to advise such vehicle on the proper conduct of its affairs or to appoint a person to assume control of the affairs of such vehicle. There are other remedies available to the Authority including the ability to apply to court for approval of other actions. Risks Associated with the European Union Following the credit crisis of 2007, the economies of certain Eurozone countries have suffered high unemployment, low or stagnant economic growth, a decline in the real value of living wages, large current account deficits, lack of competitiveness, high government borrowing relative to GDP, and higher interest rates on government bonds - reflecting a perceived risk of being unable to meet future financial obligations. While the devaluation of a nation’s currency would be expected to stimulate competitiveness, reduce unemployment, increase GDP and ultimately raise taxes to reduce a budget deficit, it is not within the control of individual Eurozone countries to devalue the Euro. Without reasonable prospects for growth, and the inability to devalue their national currency, some Eurozone countries have, or have been forced to, reduce public spending, which has resulted in lower growth, higher unemployment and lower tax revenues, while at the same time attempting to introduce structural reforms to improve competitiveness over the longer term. Without the means to stimulate economic growth through currency devaluation, critics of the single currency question the suitability of the Euro to function in the diverse economies of the Eurozone and, if a single currency is unsuitable, the risk of the re-introduction of individual currencies in one or more Eurozone countries, or, in more extreme circumstances, the possible dissolution of the Euro entirely. A particularly high level of government debt may be unsustainable for a country that has, and continues to endure, weak economic growth, high unemployment and has yet to implement or benefit from long-term economic reforms. A default on sovereign debt, although now a more remote risk than after the crisis, could have a material impact on economic conditions and market activity in the Eurozone and elsewhere in the European Union (“EU”). For example, default by a participating member state could result in, or contribute to, the defaulting member state ceasing to use the Euro as its national currency, or even provide a stimulus for one or more member states to

withdraw from EU membership—any of which would likely have an adverse impact on a Fund. Moreover, any structural instability of the Eurozone would likely have negative implications for the global economy. A potential effect would be an immediate reduction of liquidity for particular investments in economically connected countries, thereby impairing the value of such investments. Volatility in the global credit markets may make it more difficult for issuers and borrowers to obtain favorable financing or refinancing arrangements that may be needed to execute a Fund’s investment strategy. Uncertainty in the Eurozone could have an adverse effect on a Fund by affecting the performance of its investments and its ability to fulfill its investment objectives. United Kingdom (the “UK”) Exit from the European Union The UK left the EU on January 31, 2020 (commonly referred to as “Brexit”). As part of the process of the UK leaving the EU, the EU and the UK agreed to an EU-UK Trade and Cooperation Agreement (“TCA”) that governs the trading relationship between the UK and the member states of the EU and came into effect on January 1, 2021. Broadly, the TCA provides for zero tariffs and zero quotas on all goods that comply with the appropriate rules of origin, but is subject to both parties maintaining a level playing field in areas such as environmental protection, social and labor rights, investment, competition, state aid, and tax transparency. The TCA does not provide for continued access by UK firms to the EU single market and, in particular, does not include an agreement on financial services. Accordingly, Brexit and the TCA may adversely affect firms providing cross-border goods/services into or from the UK, and adjusting to these arrangements may result in increased operational and compliance burdens for businesses (and by extension, the Funds). As a consequence of Brexit from January 1, 2021, EU laws ceased to apply in the UK. At that time many EU laws were transposed into English law, and these transposed laws continue to apply until such time that they are repealed, replaced or amended. At this stage, it is difficult to predict the impact of such changes as the extent to which the UK government has put in place formal proposals to make changes to UK domestic law varies across industries, sectors and government policy generally. It will take some time to observe the many and varied effects on UK and European Economic Area (“EEA”) businesses as a consequence of Brexit. The present uncertainty could therefore adversely affect the Funds, the performance of their investments and their ability to fulfil their investment objectives (especially if investments include, or expose the Funds to, businesses that have historically relied on access to the single market for their custom or that have historically relied on sourcing goods, materials or labor from the single market). The withdrawal of the UK from the EU may also increase the compliance and regulatory burden of applicable Funds, in particular if material divergences in law arise between the UK and the EEA. Sustainability Considerations NMC has established a sustainability framework, regarding sustainability risks and opportunities, which it and the PE GPs, intend to apply to the Funds investment portfolios, consistent with and subject to its fiduciary duties and applicable legal, regulatory or contractual requirements. Depending on the investment, the impact of developments connected with sustainability factors could have a material effect on the return and risk profile of the investment. The act of selecting and evaluating material sustainability risks is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by NMC or the PE GPs or any retained third-party sustainability advisor will

reflect the beliefs or values published or, internal policies or preferred practices of any particular limited partner or other asset managers or reflect market trends. NMC may be subject to competing demands from different investors and other stakeholder groups with divergent views on sustainability matters, including the role of sustainability in the investment process. This divergence increases the risk that any action or lack thereof with respect to sustainability matters will be perceived negatively by at least some potential stakeholders and adversely impact NMC’s reputation. Considering sustainability risk when evaluating an investment in certain circumstances may, to the extent material risks associated with an investment are identified, cause NMC or the PE GPs not to make an investment that it would have made or to make a management decision with respect to an investment differently than it would have made in the absence of such consideration, which carries the risk that a Fund may perform differently than investment funds that do not take sustainability risks into account or take sustainability risks into account in a different way. Additionally, sustainability risks are only some of the many factors that NMC expects to consider in making investment. Although NMC considers the application of its sustainability framework to be an opportunity to enhance or protect the value of its investments over the long-term, NMC cannot guarantee that its sustainability program, which depends in part on qualitative judgments, will do so. The materiality of sustainability risks and impacts on an individual asset and on a portfolio as a whole depends on many factors, including the relevant industry, location, asset class and investment style. Sustainability factors, issues, objectives, goals and considerations do not apply in every instance or with respect to each investment held, or proposed to be made, by a Fund, and will vary greatly based on numerous criteria, including, but not limited to, location, asset class, industry, investment strategy, and issuer-specific and investment-specific characteristics. In evaluating a prospective investment, NMC and the PE GPs often depends upon information and data provided by the entity or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause NMC and the PE GPs to incorrectly identify, prioritize, assess, analyze or omit to examine in detail the entity’s sustainability practices and/or related risks and opportunities. NMC does not intend to independently verify certain of the sustainability information reported by investments of a Fund, and may decide in its discretion not to utilize, report on, or consider certain information provided by such investments. Further, considering sustainability factors when evaluating an investment could result in the selection or exclusion of certain investments based on NMC’s view of certain sustainability-related and other factors and could cause a Fund not to make an investment that they would have made or to make a management decision with respect to an investment differently than they would have made in the absence of such consideration, which carries risk that a Fund may perform differently than investment funds that do not take sustainability factors into account, or which take them into account in a different way. Additionally, sustainability factors are only some of the many factors that NMC and the PE GPs expect to consider in making an investment. To the extent that NMC or the PE GPs provide reports of material sustainability issues to investors, such reports will be based on NMC’s, the PE GP’s or applicable investment management team’s sole and subjective determination of whether a material sustainability issue has occurred, should be considered or should be considered in a certain manner in respect of an investment. In addition, NMC’s sustainability framework, including NMC’s Sustainability Policies and associated procedures and practices, are expected to change over time. NMC in certain circumstances could determine in its discretion that it is not feasible or practical to implement or complete certain of its sustainability framework based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for the PE GPs to adhere to all elements of a Fund’s investment strategy, including with respect to sustainability risk and

opportunity management, whether with respect to one or more individual investments or to a Fund’s portfolio generally. Further, responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies and tracking tools being implemented by asset managers, and NMC’s adoption of and adherence to any such principles, frameworks, methodologies and tools may vary over time. For example, NMC’s sustainability framework does not represent a universally recognized standard for assessing sustainability considerations. NMC is currently a signatory to the United Nations’ Principles for Responsible Investment (UNPRI). These initiatives may not align with the approach used by other asset managers or preferred by prospective investors or with future market trends. There is no guarantee that NMC will remain a signatory, supporter or member of these initiatives or other similar industry frameworks. Regulators in various jurisdictions, including in the U.S., UK, and EU (which may be looked to as models in growth markets) have shown interest in improving transparency around the role of sustainability in asset managers’ investment processes, in order to allow investors to better understand, scrutinize and validate sustainability-related claims. NMC’s sustainability framework and the PE GPs could become subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. At the same time, “anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch, federal agencies and Congress having proposed, enacted or indicated an intent to pursue “anti-ESG” policies, legislation, initiatives or issued related legal opinions and pursued related investigations and litigation. Additionally, asset managers have been subject to recent scrutiny related to sustainability-focused industry working groups, initiatives, and associations, including organizations advancing action to address climate change or climaterelated risk. Such scrutiny could expose the PE GPs to risk of antitrust investigations or challenges by state or federal authorities, result in reputational harm and require certain investors to divest or discourage certain investors from investing in the Funds. The European Securities and Markets Authority also published its Sustainable Finance Roadmap for 2022 to 2024 in February 2022 which sets the priority areas for enforcement and specifies that tackling greenwashing and promoting transparency together constitute one of ESMA’s three priorities for its sustainable finance work over that period. This evolving landscape results in management burdens and costs and could subject NMC to enforcement or other legal or reputational risk. NMC cannot guarantee that its current approach will meet future regulatory requirements, the recommendation of sustainability reporting frameworks or align with market trends. Systems and Operational Risks A Fund will depend on its PE GP and NMC to develop and implement appropriate systems for the Fund’s activities. A Fund will rely daily on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain financial instruments, to monitor its portfolios and capital, and to generate risk management and other reports that are critical to oversight of a Fund’s activities. Certain of a Fund’s, its PE GP’s and NMC’s activities will be dependent upon systems operated by third parties, and such PE GP and NMC may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems and processes employed by a PE GP, NMC and other parties could result in mistakes made, including, among other things, in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Operational risks result from inadequate procedures and controls, employee fraud, recordkeeping errors, human errors and other mistakes or failures by NMC

or a service provider. Disruption to third party critical service providers, such as a Fund’s auditors, external counsel and custodian, may result in other disruptions in the Fund’s operations. Disruptions in a Fund’s operations may cause the Fund to suffer, among other things, financial loss, the disruption of their businesses, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on a Fund and the investors’ investments therein. Litigation In connection with ordinary course investing activities, NMC and/or a Fund, as well as investments of a Fund, may become involved in litigation, including as a party or non-party or in a governmental and/or regulatory inquiries, investigations and/or proceedings either as a plaintiff or defendant. There can be no assurance that any such litigation, once begun, would be resolved in favor of NMC, and/or a Fund and/or such portfolio company (as applicable). Any such litigation could be prolonged and expensive. In addition, it is by no means unusual for participants in reorganizations, take-privates or other transactions to use the threat of, as well as actual, litigation as a negotiating technique. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments generally would be borne by such Fund and would reduce net assets or could require investors to return to such Fund distributed capital and earnings. In addition, from time to time past or current partners, members, employees and managers of NMC may disagree with NMC and/or its management over terms related to separation or other issues. If not resolved, such disputes could lead to litigation or arbitration, which could be costly, distracting and/or time consuming for NMC. Misconduct of Employees and of Third-Party Service Providers Misconduct by employees or by third-party service providers could cause significant losses to a Fund. Employee misconduct may include binding a Fund to transactions that exceed authorized limits or present unacceptable risks and other unauthorized activities or concealing unsuccessful trading investments (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third-party service providers, including, without limitation, failing to recognize trades, misappropriating assets or a failure of a custodian that holds securities of a Fund. In addition, employees and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting a Fund’s business prospects or future marketing activities. It is not always possible to deter misconduct by employees or service providers, and the precautions NMC or the PE GPs take to detect and prevent this activity may not be effective in all cases. No assurances can be given that the due diligence performed by NMC or the PE GPs will identify or prevent any such misconduct. Expedited Transactions Investment analyses and decisions by NMC may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to NMC at the time of making an investment decision may be limited, and NMC may not have access to the detailed information necessary for a full evaluation of the investment opportunity. In addition, NMC may rely upon independent consultants or attorneys in connection with their evaluation of proposed investments. There can be no assurance that these consultants will accurately evaluate such investments. Therefore, no assurance can be given that NMC will have knowledge of all circumstances that may adversely affect an investment at the time the investment decision is

made, and a Fund may make investments which it would not have made if more extensive due diligence had been undertaken. Material, Non-Public Information By reason of their responsibilities in connection with their other activities, certain NMC personnel or Senior Advisors (or employees and affiliates thereof) will acquire confidential or material nonpublic information or be restricted from initiating transactions in certain securities. In those instances, the Funds are not free to act upon any such information. Due to these restrictions, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell a portfolio investment that it otherwise might have sold. Conversely, a Fund may not have access to material non-public information in the possession of NMC which might be relevant to an investment decision to be made by a Fund, and a Fund may initiate a transaction or sell a portfolio investment which, if such information had been known to it, may not have been undertaken. Information is expected to be shared between the Funds to enhance synergies and enable the Funds to capitalize on attractive investment opportunities (including opportunities relating to investments in portfolio companies in which other Funds have or may acquire an interest), subject to compliance with applicable law and regulation regarding the sharing of information and New Mountain’s policies and procedures related thereto. Further, policies and procedures implemented by New Mountain from time to time (including as may be implemented in the future) to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the synergies across New Mountain’s areas of operation or expertise that the Fund expects to draw on for purposes of pursuing attractive investment opportunities. However, in the event any unlawful trading were to occur, the Funds could be exposed to liability. Data NMC receives or obtains various kinds of data and information from the Funds, their portfolio companies, and, at their election, certain investors in the Funds and service providers, including but not limited to data and information relating to or created in connection with business operations, financial results, trends, budgets, plans, suppliers, customers, employees, contractors, sustainability, carbon emissions and other metrics, some of which is sometimes referred to as alternative data or “big data.” NMC can be expected to be better able to anticipate macroeconomic and other trends, and otherwise develop investment themes or identify specific investment, trading, or business opportunities, as a result of its access to (and rights regarding) this data and information from the Funds, their portfolio companies, and, at their election, certain investors. NMC has entered and will continue to enter into information sharing and use, measurement and other arrangements, which will give NMC access to (and rights regarding, including ownership and distribution rights over) data that it would not otherwise obtain in the ordinary course, with the Funds, their portfolio companies, and, at their election, certain investors, related parties and service providers. Although NMC believes that these activities improve NMC’s investment management and other business activities on behalf of the Funds, information obtained from a Fund and its portfolio companies, and, at their election, certain investors, also provides material benefits to NMC, other Funds or portfolio companies of such other Funds, typically without compensation or other benefit accruing to such Fund, or portfolio companies of such Fund. For example, information from a portfolio company owned by a Fund can be expected to enable NMC to better understand a particular industry and execute trading and investment strategies in reliance on that understanding for NMC and other Funds that do not own an interest in the portfolio company, typically without compensation or benefit to the Fund or its portfolio companies. Further,

data is expected to be aggregated across the Funds and their respective portfolio companies. NMC is expected to serve as the repository for data described in this paragraph, including with ownership and distribution rights therein. Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information, and regulatory limitations on the use of material nonpublic information, NMC is generally free to use and distribute data from the Funds’ activities to assist in the pursuit of NMC’s various other activities, including but not limited to trading activities for the benefit of NMC or another New Mountain client. For example, NMC’s ability to trade in securities of an issuer relating to a specific industry may, subject to applicable law, be enhanced by information of a portfolio company in the same or related industry. Such trading or other business activities can be expected to provide a material benefit to NMC without compensation or other benefit to a Fund or its investors. AI Technology Recent technological advances in artificial intelligence and machine learning technology (collectively, “AI Technology”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to NMC, the Funds and their portfolio companies. NMC, the Funds and portfolio companies intend to avail themselves of the benefits, insights and efficiencies that are available through the use of AI Technology. However, the use of AI technology presents a number of risks that cannot be fully mitigated. Further, AI Technology is highly reliant on the collection and analysis of large amounts of data and complex algorithms, but it is not possible or practicable to incorporate all relevant data into models that AI Technology utilize to operate. Moreover, with the use of AI Technology, there often exists a lack of transparency of how inputs are converted to outputs and NMC cannot fully validate this process and its accuracy. The accuracy of such inputs and the resulting impact on the results of AI Technology cannot be verified and could result in a diminished quality of work product that may include or be derived from inaccurate or erroneous information. Further, inherent bias in the construction of AI Technology can lead to a wide array of risks including but not limited to accuracy, efficacy and reputational harm. Therefore, it is expected that data in such models will contain a degree of inaccuracy and error, and potentially materially so, and that such data as well as the algorithms in use could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI Technology and could adversely impact NMC, the Funds and portfolio companies to the extent they rely on the work product of such AI Technology. The volume and reliance on data and algorithms also make AI Technology, and in turn, NMC, the Funds and portfolio companies more susceptible to cybersecurity threats. In addition, NMC, the Funds and portfolio companies could be exposed to risks to the extent thirdparty service providers or any counterparties use AI Technology in their business activities. NMC will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services utilizing AI Technology are provided. In addition, AI Technology may be competitive with the business of the Funds’ portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly as the capabilities of AI Technology improve), and accordingly the increased adoption and use of AI Technology may have an adverse effect on portfolio companies or their respective businesses. Moreover, the use of AI Technology by any of the parties described in the previous paragraphs could include the input of confidential NMC information (including material non-public information and personal information) by third parties in contravention of non-disclosure agreements, or by NMC personnel or other related parties in contravention of NMC’s policies and

procedures (or by any such parties in accordance with NMC’s policies, procedures and/or nondisclosure agreements), which could result in such confidential information becoming part of a dataset that is accessible by AI Technology applications and users. The use of AI Technology, including potential inadvertent disclosure of confidential NMC information, could also lead to legal and regulatory investigations and enforcement actions. AI Technology and its current and potential future applications including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which it operates, continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto. Regulations related to AI Technology may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well the consequences of noncompliance, could have an adverse effect on NMC, the Funds and portfolio companies. For example, the EU is in the process of introducing a new regulation application to certain AI Technology and the data used to train, test and deploy them (the “EU AI Act”). Once in effect, the EU AI Act would impose material requirements on both the providers and deployers of AI Technologies, with infringement punishable by sanctions of up to 7% of annual worldwide turnover or EUR 35 million (whichever is higher) for the most serious breaches. Complying with the EU AI Act, once effective, and other regulations related to AI Technology, could involve material compliance costs and/or adversely affect the operations or results of NMC and portfolio companies, and have an adverse impact on a Fund. Cybersecurity Breaches and Identity Theft The Funds depend on NMC to develop or procure and utilize appropriate systems for the Funds’ activities, and NMC and the Funds depend heavily upon computer systems to perform necessary business functions. NMC’s information and technology systems and those of companies on which the Funds rely and in which the Funds invest are, just as with other companies, vulnerable to potential damage or interruption from cyber-attacks (such as computer viruses, malicious software, infiltration or tampering by unauthorized persons, ransomware demands and denial of service attacks), security breaches (such as physical and electronic break-ins), network failures, computer and telecommunication failures, ransomware demands, denial of service attacks, usage errors by their respective professionals, power outages, and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. This adverse effect can become particularly acute if those events affect a Fund’s electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of a Fund’s data. Although NMC has implemented, and portfolio companies (where applicable) likely will have implemented, various measures to manage risks relating to these types of events, if important systems are compromised, become inoperable for extended periods of time or cease to function properly, it likely would be necessary for NMC, the affected Funds and/or a portfolio company to make a significant investment to fix or replace them. Portfolio investments may be invested in or otherwise involved with involve companies that have experienced cybersecurity events and that, given the rise of cybersecurity incidents, may become involved in future cybersecurity events. Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future (including as a consequence of the increased frequency of virtual working arrangements). The failure or inadequacy of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in NMC’s, a Fund’s and/or a portfolio company’s operations and result in a failure to maintain capabilities essential to a Fund’s operations and / or the security,

confidentiality, and privacy of proprietary or sensitive data, and information (including personal information of investors and their personnel and beneficial owners) that is processed and stored in, and transmitted through, the computer systems and networks of NMC, such Fund, any third parties on which such Fund relies or their downstream vendors. Such a failure could harm NMC’s, the affected Fund’s and/or a portfolio company’s reputation, subject any such entity and their respective affiliates to legal claims, regulatory penalties, client dissatisfaction and otherwise affect their business and financial performance. If a significant number of NMC’s personnel were to be unavailable in the event of a disaster, NMC’s ability to effectively conduct a Fund’s business could be severely compromised. In addition, there are increased risks relating to NMC’s reliance on its computer programs and systems if NMC’s personnel are required to work remotely for extended periods of time as a result of events such as an outbreak of infectious disease or other adverse public health developments (such as have persisted during the COVID-19 pandemic) or natural disasters, including an increased risk of cyber-attacks and unauthorized access to NMC’s computer systems. NMC’s service providers are subject to the same electronic information security threats as NMC. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to a Fund, including information normally made available to investors, may become inaccessible and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed. Notwithstanding the diligence that NMC performs on its service providers, NMC often is not in a position to verify the risks or reliability of their respective information technology systems. The loss or improper access, use or disclosure of NMC’s or a Fund’s proprietary information may cause NMC or such Fund to suffer, among other things, financial loss, the disruption of their business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a negative effect on a Fund. In addition, cybersecurity has become a top priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. If a Fund fails to comply with the relevant laws and regulations, a Fund could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage. The Fund and its service providers will be impacted by restrictions enacted by governments and private entities in response to the global COVID-19 pandemic, which are obstructing the regular functioning of business workforces (including an increase in the ability of employees to work from external locations and their homes). Policies of extended periods of remote working, whether by the Fund or by its service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Accordingly, the risks described above are heightened under current conditions. Cyber-Attacks A Fund’s business and the business of its portfolio companies relies upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls design, implementation and updating, a Fund’s and its portfolio companies’ information technology systems could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”, malicious software coding, social engineering or “phishing” attempts) for purposes of misappropriating assets or sensitive information,

corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of service attacks on websites (i.e., efforts to make network services unavailable to intended users). NMC’s employees have been and expect to continue to be the target of fraudulent calls, emails and other forms of activities. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, regulatory fines or penalties, or other adverse effects on the Fund’s business, financial condition or results of operations. In addition, a Fund may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks related to cyber-attacks. NMC’s and other service providers’ increased use of mobile and cloud technologies could heighten the risk of a cyber-attack as well as other operational risks, as certain aspects of the security of such technologies may be complex, unpredictable or beyond their control. NMC’s and other service providers’ reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt their operations and result in misappropriation, corruption or loss of personal, confidential or proprietary information. In addition, there is a risk that encryption and other protective measures against cyberattacks may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Additionally, remote working environments may be less secure and more susceptible to cyber-attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic. Accordingly, the risks associated with cyber-attacks are heightened under current conditions. Valuation Matters The fair market value of all portfolio investments or of property received in exchange for any portfolio investments will generally be determined by the PE GPs (potentially with the assistance of an administrator to a Fund) in accordance with the Governing Documents of a Fund. Accordingly, the fair market value of a portfolio investment may not reflect the price at which the investment could be sold in the market, and the difference between fair market value and the ultimate sales price could be material. Additionally, under certain limited circumstances set forth in a Fund’s Governing Documents, distributions in-kind of investments for which market quotations are not readily available may be made. The valuation of such investments will be determined by the PE GP in accordance with procedures set forth in such Fund’s Governing Documents. The valuation of investments may affect the amount of management fees payable to NMC if a portfolio investment has been written down by more than 30% of cost. The valuation of portfolio investments will, in certain circumstances, also affect the ability of NMC to raise a successor fund to a Fund and to form and attract capital to other Clients. As a result, there may be circumstances in which NMC is incentivized to defer realization of portfolio investments, make more speculative portfolio investments, seek to deploy capital commitments in portfolio investments at an accelerated pace and/or hold portfolio investments longer and/or determine valuations that are higher than the actual fair value of portfolio investments, which generally remains in the sole discretion of NMC. As a result, there may be circumstances where a PE GP is incentivized to determine valuations that are higher than the actual fair value of investments.

A PE GP’s valuation methodology may change over time and have subjective elements including as to interpreting whether a portfolio investment is considered “worthless”. Although the PE GPs will make valuation determinations in accordance with the Funds’ Governing Documents and their valuation policies and procedures, the impact of such determinations on management fees and carried interest payable to a PE GP or NMC, as applicable, creates incentives on the part of the PE GPs or NMC to refrain from or delay in determining that an investment has been written down or is worthless and to select and/or apply valuation methodologies in a manner that maximizes the amount of fees and carried interest the relevant PE GP or NMC receives. For the avoidance of doubt, under the Funds’ Governing Documents, a portfolio investment is only treated as disposed of for $0 under circumstances where the portfolio investment, taken as a whole (as opposed to any portion of a portfolio investment or one or more securities that make up a portion of a portfolio investment), is determined by the PE GP in good faith to be worthless. In addition, the management fee and/or carried interest terms of a Fund could incentivize the PE GP to hold on to portfolio investments that are valued below cost and that have poor prospects for improvement, which determination generally remains in the sole discretion of such PE GP. As a result, the conflicts related to the valuation of portfolio investments may not be resolved in favor of investors in a Fund. There can be no assurance that such policies, practices and procedures will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations, or that any such conflicts will be resolved in favor of a Fund or its limited partners. See “Carried Interest” in Item 5 above. There will be no retroactive adjustment in the valuation of any portfolio investment or the management fees and/or carried interest paid to NMC or a PE GP to the extent any valuation proves to not accurately reflect the realizable value of an asset in a Fund, even if that retroactive adjustment would benefit such Fund and/or its limited partners. The Governing Documents provide that a Fund’s management fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further described in the Governing Documents, from the effective date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”), management fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the Stepdown Date, management fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Fund borrowing component and the amount of any capitalized Supplemental Fees (as defined below) or expenses made by the relevant Fund relating to the Fund’s investments that have not been realized or written down (such investments, “Impaired Value Investments”)). Due to differences in the criteria set forth in their respective Governing Documents, in the event where more than one Fund participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not those of one or more other Funds. Under the Governing Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date management fees will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of such applicable investment contributions. Conversely, the Governing Documents do not require management fees to be reduced or refunded following the occurrence of a write down, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the

relevant Impaired Value Investment standard under the Governing Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total amount of investment contributions relating to such Impaired Value Investment, then the amount of management fees otherwise payable relating to such investment will be reduced solely based on the ratio of the fair market value of each relevant remaining investment(s) as compared against the amount of total investment contributions relating to such investment(s) as of the date of the relevant event. As a result, and as is generally the case for private equity funds, the amount of management fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the relevant investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of Impaired Value Investments. Except where the Governing Documents expressly provide to the contrary, management fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Fund(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date management fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Supplemental Fees) and expenses paid to service providers, Senior Advisors, NMC or its affiliates. Further, management fees generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. Allocation of Personnel; Outside Activities The PE GPs and NMC shall cause their personnel to devote such time as shall be reasonably necessary to conduct the business affairs of the Funds in an appropriate manner. NMC personnel, including those responsible for the affairs of the Funds, have commitments to, and will work on other projects unrelated to the Fund, including other New Mountain strategies (including those of the Affiliated Advisers (as defined below)) and their clients and, in each case, their portfolio investments. Such personnel will also (i) serve as members of the boards of directors of various public and private companies other than portfolio companies and retain fees for such services for such person’s own account; (ii) engage in such civic, trade association (or similar organization), industry and charitable activities as such person shall choose; (iii) conduct and manage such person’s personal and family investment and related activities; and (iv) engage in any other activities not prohibited by the Funds’ Governing Documents. Conflicts may arise as a result of such other activities and in allocating management time services and functions. The possibility exists that such companies could engage in transactions which would be suitable for a Fund, but in which a Fund might be unable to invest. Also, NMC personnel are generally permitted to invest in alternative investment funds, private equity funds, venture capital funds, real estate funds, hedge funds and other investment vehicles, as well as engage in other personal trading activities relating to companies, assets, securities or

instruments, (subject to New Mountain’s Code of Ethics requirements), some of which will involve conflicts of interests. Such personal securities transactions will, in certain circumstances, relate to securities or instruments which can be expected to also be held or acquired by the Funds or other NMC entities, or otherwise relate to companies or issuers in which a Fund has or acquires a different principal investment (including, for example, with respect to seniority) which may give rise to conflicts of interest related to misaligned interests between a Fund and such persons. Investments by NMC personnel in a Fund could incentivize principals and employees to increase or decrease the risk profile of a Fund. There could be situations in which such alternative investment funds invest in the same portfolio companies as the Funds and there could be situations in which such alternative investment funds purchase securities from, or sell securities to, the Funds. There can be no assurance that conflicts of interest arising out of such activities will be resolved in favor of the Funds. Limited partners of the Funds will not receive any benefit from any such investments, and the financial incentives of NMC personnel in such other investments could be greater than their financial incentives in relation to the Funds, and may not receive notice should the Funds make investments in which such persons hold indirect interests. Additionally, certain personnel (including senior executives and Mr. Klinsky) and other professionals of New Mountain have family members or relatives that are actively involved in industries and sectors in which the Funds invest or have business, personal, financial or other relationships with companies in such industries and sectors (including the advisors and service providers described above) or other industries, which gives rise to potential or actual conflicts of interest. For example, such personnel, other professionals, family members or relatives might be officers, directors, personnel or owners of companies or assets which are actual or potential investments of the Funds or other counterparties of the Funds and their portfolio companies and/or assets. Moreover, in certain instances, the Funds or their portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with, companies that are owned by such personnel, other professionals, family members or relatives or in respect of which such personnel, other professionals, family members or relatives have other involvement. These relationships have the potential to influence NMC, in deciding whether to select, recommend or create such service providers to perform services for the Funds or a portfolio company (the cost of which will generally be borne directly or indirectly by the Funds or such portfolio company, as applicable) and to incentivize NMC to engage such service provider over a third party. The fees for services provided by such service providers may or may not be at the same rate charged by other third parties and NMC undertakes no obligations to select service providers who may have lower rates. NMC undertakes no minimum amount of benchmarking. To the extent NMC does engage in benchmarking, it cannot be assured that such benchmarking will be accurate, comparable, or relate specifically to the assets or services to which such rates or terms relate. Whether or not NMC has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. In most such circumstances, the Governing Documents will not preclude the Funds from undertaking any of these investment activities or transactions. To the extent NMC determines appropriate, conflict mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by NMC. The Funds’ limited partners rely on NMC to manage these conflicts in its sole discretion. Potential Conflicts of Interest

Investors should be aware that there will be occasions when NMC (including its affiliates, employees and Senior Advisors) and its affiliates encounter potential conflicts of interest in connection with the Funds, including (as described in more detail below and elsewhere herein) with respect to other investment vehicles and relationships and allocations of investment opportunities, allocation of personnel, diverse investor group, conflicts of interest related to carried interest, being in possession of material non-public information which restricts the ability of NMC to enter into certain transactions and indemnification and exculpation of NMC and certain of its affiliates to the extent permitted by applicable law. Investors should review the offering documents of the applicable Fund, as well as the disclosures contained herein, to understand the potential conflicts of interest associated with an investment in such Fund. The existence of a PE GP’s carried interest creates an incentive for the PE GP to make riskier or more speculative investments on behalf of the relevant Fund than would be the case in the absence of this arrangement, although the commitment of capital by NMC professionals to such Fund is expected to reduce this incentive. As noted above, NMC and its affiliates receive certain fees in connection with the purchase, monitoring or disposition of portfolio investments or in connection with unconsummated transactions (e.g., directors’ fees, transaction fees, break-up fees, advisory fees, monitoring fees or other similar fees). A limited partner’s share (based on capital commitments) of a specified percentage of these fees, (varying from 50% to 100% depending on the Fund and the type of fee), net of related expenses, is applied to reduce the management fees payable by the applicable Fund. Additionally, NMC could be subject to a conflict of interest because varying compensation arrangements among the Funds and other accounts could incentivize NMC to manage such Funds and other accounts differently. In the event of a conflict of interest not provided for in a Governing Document, NMC will be guided by its good faith judgment as to the best interests overall of the Fund and other affected clients of NMC and its affiliates, and shall take such actions as are determined to be necessary or appropriate to eliminate or ameliorate such conflicts of interest. These actions may, but are not required to, include (i) disposing of the investment or security giving rise to the conflict of interest, (ii) appointing an independent fiduciary to act or provide consent with respect to the matter giving rise to the conflict of interest, (iii) in connection with a matter giving rise to a conflict of interest with respect to an investment, consulting with the advisory committee comprised of representatives of limited partners of the applicable Fund (“Advisory Committee”) regarding the conflict of interest and either obtaining a waiver from the Advisory Committee of the conflict of interest (where required) or acting in a manner, or pursuant to standards or procedures, approved by the Advisory Committee with respect to such conflict of interest, (iv) disclosing the conflict to the limited partners (including, without limitation, in drawdown notices, quarterly letters or other communications) or (v) implementing certain policies and procedures designed to ameliorate such conflicts of interest. NMC intends to consult with the applicable Advisory Committee with respect to any matter as to which it determines in good faith that a material conflict of interest exists. In addition, there are two advisory affiliates of NMC. One advisory affiliate advises New Mountain Finance Corporation (“NMFC”) as well as private credit funds, and another acts as investment advisor and collateral manager for an affiliated collateralized loan obligation (“CLO”) strategy. NMFC itself is a publicly traded business development company that invests primarily in debt but may also acquire equity investments in middle-market companies. Subject to restrictions in the applicable Fund Governing Documents, NMC may raise other public and private funds and other investment vehicles in the future and such funds may from time-to-time make investments that would

be suitable for the Funds. For example, New Mountain may raise public and private funds focused on investing in collateralized loan obligations and similar securities. In particular, certain debt investments that the Funds would otherwise be able to make may be allocated to NMFC. In addition, there have been and will be circumstances when NMC considers a potential private equity investment in a portfolio company on behalf of a Fund, determines not to make such private equity investment and an investment is eventually made in such portfolio company by NMFC or other investment vehicles sponsored by NMC. In these circumstances NMFC or such vehicles benefit from research by NMC’s investment team and/or from costs borne by the applicable Fund in pursuing the potential portfolio investment, but will not be required to reimburse the Funds for expenses incurred in connection with such investment as described above. The portfolio companies managed by NMC transact business with (or otherwise provide services and/or products to) one another. Those same portfolio companies also transact business with NMC’s affiliated advisers, funds, employees and/or Senior Advisors. Such arrangements will generally be negotiated and executed at arm’s length, but certain factors may lead a portfolio company to pay higher fees in connection with the services and/or products provided as compared to other similar providers. Those factors include, without limitation, the complexity of the services and/or products being provided, the reputation of the portfolio company in providing such services and/or products, and the ability of the portfolio to meet specified time, budget or other constraints. Furthermore, NMC and/or the portfolio companies managed by NMC enter into agreements collectively with vendors which provide products and services to NMC and/or the portfolio companies, generally in an effort to reduce costs and expenses. NMC acts as a host for the negotiation process associated with such agreements. Notwithstanding the foregoing, NMC acts solely as a liaison in connection with the evaluation of, and has no control over the entering into, definitive agreements by such portfolio companies. Any definitive agreements shall be executed solely by and between the applicable portfolio company and applicable counterparty, and such portfolio company (and not NMC, except where NMC is acting in its own capacity) shall be solely responsible for its obligations thereunder. While NMC and its advisory affiliates are generally prohibited from investing in different parts of the capital structure of an issuer at the same time, there have been instances where New Mountain has invested in an issuer where the debt and/or public equity was previously held by a fund of an affiliated adviser of New Mountain. NMC personnel work on projects unrelated to the Funds, and conflicts in the allocation of management resources may arise as a result of such other activities. Additionally, from time to time, NMC employees and Senior Advisors make personal investments in entities owned or controlled by other employees or Senior Advisors of NMC (and/or its related funds or affiliated advisers). All such investments are subject to the NMC Code of Ethics, which requires, among other things, pre-clearance by Compliance as well as vetting for any perceived or actual conflicts of interests. The investors in a Fund may have conflicting investment, tax and other interests with respect to their investments in the Fund. As a consequence, conflicts of interest may arise in connection with the decisions made by the relevant PE GP and NMC, including with respect to the nature or structuring of portfolio investments that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring portfolio investments appropriate for a Fund, the PE GP and NMC will generally consider the investment and tax objectives of the Fund as a whole, and not the investment, tax or other objectives of any investor individually.

NMC will take into account various facts and circumstances it deems relevant in selecting financing sources for investments, including a potential lenders’ prior expression of an interest in evaluating financing opportunities, NMC’s prior experiences with such lender and such lender’s ongoing or prior commitment to the success of NMC and the Funds, the timing and size of the potential lender’s loan amount, the availability of other sources of financing, the creditworthiness of the lender and such other factors deemed relevant by NMC under the circumstances. The cost of debt alone is not determinative. NMC will from time to time offer investors in Funds the opportunity to participate in financing arrangements with respect to a Fund’s investments (either on an ad hoc or a programmatic basis). NMC may be incentivized to accept less favorable financing terms from its investors and other parties New Mountain has material relationships with than it would from others. A Fund’s portfolio companies are counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other Funds that, although NMC determines to be consistent with the requirements of such Funds’ Governing Documents, may not have otherwise been entered into but for the affiliation with NMC, and which may involve fees and/or servicing payments to NMC-affiliated entities which are not subject to any management fee offset arrangements. For example, NMC causes a Fund’s portfolio companies to enter into agreements regarding group procurement, benefits management, data management and/or mining, technology development, purchase of title and/or other insurance policies (which are pooled across portfolio companies and discounted due to scale) and other similar operational initiatives that result in fees, commissions or similar payments and/or discounts being paid to NMC, or a portfolio company, including related to a portion of the savings achieved by the portfolio company. Portfolio companies of a Fund do business with, support, or have other relationships with competitors of another Fund’s portfolio companies, and such Fund may take actions that are not beneficial to or are opposed to the interests of such other Fund and its portfolio companies. For example, it is possible that one or more portfolio companies of a Fund may look to buy or sell a business or asset to or from a portfolio company of another Fund (or to or from another Fund itself). In addition, it is possible that a portfolio company of a Fund or a company in which the Fund has an interest will compete with other Funds for one or more investment opportunities that fall within such other Funds’ investment strategies and objectives. Conversely, it is possible that a Fund or a portfolio company thereof will compete with a portfolio company of another Fund for one or more investment opportunities that are suitable for such portfolio company. In such situations, there can be no assurance that the Fund or its portfolio companies, as applicable, will ultimately be able to participate in these investment opportunities as such opportunities will be regarded to have been presented to the Fund’s portfolio company or such other Fund or its portfolio company, as applicable, and not NMC, or any of its respective directors, officers, members, partners or employees. Additionally, Funds hold equity or other investments in companies or businesses (even if they are not “affiliates” of NMC) that provide services to or otherwise contract with portfolio companies of other Funds. In connection with such relationships, NMC also makes referrals and/or introductions to portfolio companies (which may result in financial incentives (including additional equity ownership) and/or milestones benefitting NMC that are tied or related to participation by portfolio companies). The Funds and investors thereof will not share in any fees or economics accruing to NMC as a result of these relationships and/or participation by portfolio companies. Executives of the Funds’ portfolio companies provide services for NMC, the Funds or other portfolio companies. For example, a portfolio company executive serves in a deal sourcing role with respect to a Fund and receives compensation (including transaction-related compensation) that would be borne

by the Fund, or portfolio company executives have entered into information sharing arrangements under which the portfolio company executive is compensated by the Fund or NMC (or the other portfolio companies) for his or her services. Such amounts will not offset management fees. In other cases the relationships are more informal and the services are be provided for no compensation. New Mountain’s alternative investment platform includes managing assets across its private equity, credit and real estate strategies. In addition, New Mountain may in the future seek to engage in different investment strategies or lines of business beyond those it currently provides. To the extent that a Fund holds or seeks to hold interests in a portfolio company that are different than those held or sought to be held in the same portfolio company by such other investment vehicles, accounts and clients of New Mountain, New Mountain may be presented with decisions involving circumstances where the interests of such vehicles, accounts or clients are in conflict with those of a Fund. Furthermore, it is possible a Fund’s interest may be adversely affected by virtue of such other vehicles, accounts or clients’ involvement and actions relating to their investments. These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund, including because New Mountain may be incentivized to avoid making Fund investments in portfolio companies in which such other vehicles, accounts and clients may seek to invest in the future. The Funds or their PE GPs may and have entered into side letter or other similar agreements with investors with respect to a Fund without the approval or vote of any other investors, which has the effect of establishing rights under, altering or supplementing the terms of the Fund’s Governing Documents with respect to such investor in a manner more favorable to such limited partner than those applicable to other investors. Any rights established, or any terms of the Fund’s Governing Documents altered or supplemented in a side letter or other similar agreement with an investor will govern solely with respect to such investor notwithstanding any other provision of the Fund’s Governing Documents. Such rights or terms in any such side letter or other similar agreement include, without limitation: (i) excuse rights applicable to particular investments or based on other parameters, such as excuse rights related to the amount of a limited partner’s capital commitment invested in portfolio investments structured through corporations, which may be provided to some or all taxsensitive limited partners, for example (which may increase the percentage interest of other investors in, and contribution obligations of other investors with respect to, such investments), or investment (or other) limitations that apply to the Fund generally, and not only to the limited partner with which such limits are agreed to; (ii) the PE GP’s agreement to extend certain information rights or additional reporting to such investor, including, without limitation, to accommodate special regulatory or other circumstances of such investor; (iii) waiver or modification of certain confidentiality obligations and/or documentation that may be requested by the PE GP for the benefit of lenders or other persons extending credit to or arranging financing for the Funds; (iv) consent of the PE GP to certain transfers by such investor or other exercise by the PE GP of its discretionary authority under the Fund’s Governing Documents for the benefit of such investor; (v) restrictions on, or special rights of such investor, with respect to the activities of the PE GP; (vi) withdrawal rights due to legal, regulatory or policy matters, including matters related to political contributions, gifts or other such policies; (vii) other rights or terms necessary in light of particular legal, tax, regulatory, or public policy characteristics of an investor; (viii) economic arrangements (including, for example, with respect to management fees and/or carried interest) which may be conditioned, among other things, on a limited partner’s size, participation in a Fund’s initial closing and/or the limited partner’s capital commitments to one or more of the other products of New Mountain, (ix) other preferential arrangements with respect to one or more investors as part of a multi-strategy investment program that is part of an overall integrated investment arrangement with NMC, (x) matters regarding the allocation and/or terms of co-investment opportunities (including, for example, with respect to

management fees and/or carried interest) and the right to participate therein or (xi) additional obligations, and restrictions of the Fund with respect to the making or structuring of any investment (including with respect to alternative investment vehicles or investment prohibitions). Any such rights may impact the activities of the Fund and/or the investments it may pursue, and there can be no assurance that such rights or limitations will not have an adverse impact on other limited partners. Unless explicitly agreed to, a PE GP has no obligation to perform any specific or particularized diligence for the purpose of determining whether any limited partner’s excuse rights apply to a particular portfolio investment. In certain cases, NMC will have the opportunity (but, subject to any applicable restrictions or procedures in the Governing Documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, NMC will generally not receive compensation for identifying such transferees, and will use its discretion to select such transferees based on eligibility and other factors, and unless required by the Governing Documents, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. The relevant PE GP also generally has authority under the Governing Documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via side letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Funds. The relevant PE GP also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The PE GP is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the PE GP generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant PE GP similarly expects to use its discretion to select limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. Although the Governing Documents generally contain broad exculpation and indemnification provisions, NMC will not interpret such provisions to constitute a waiver of any person’s nonwaivable federal fiduciary duties to the relevant Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by NMC are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations thenavailable from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Investors generally will be responsible for insurance premiums, as set forth in the Governing Documents. regardless of whether the liability and/or indemnity standards in NMC’s insurance coverage are higher or lower than that set forth in the Governing Documents. Additionally, while coinvestors and/or co-investment vehicles have the potential to benefit from the relevant PE GP’s appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Fund. Any of these situations subjects NMC and/or its affiliates to potential conflicts of interest. NMC attempts to resolve such conflicts of interest in light of its obligations to investors in its Funds and the obligations owed by NMC’s advisory affiliates to investors in investment vehicles managed by them, and attempts to allocate investment opportunities among a Fund, other Funds and such investment

vehicles in a manner it believes to be fair and equitable to the Funds under the circumstances over time. To the extent that an investment or relationship raises particular conflicts of interest, NMC will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, NMC consults and receives consent to conflicts from the relevant Fund’s Advisory Committee.

Although the investment strategies of the Funds managed by NMC are different from the strategies of the vehicles managed by the Affiliated Advisers, NMC expects to rely heavily on the extensive expertise and industry relationships developed by the employees and Senior Advisors of the Affiliated Advisers to identify and evaluate potential investment opportunities for the Funds. Research from New Mountain’s private equity strategy will be used to benefit other New Mountain strategies and their clients. The activities of these advisory affiliates can give rise to certain conflicts of interest as described herein. Other Financial Industry Activities and Affiliations Some portfolio companies are operated by management teams that are independent of NMC. NMC believes that such portfolio companies do not create a material conflict of interest with NMC’s clients. NMC agrees to provide a list of such portfolio companies upon request. NMC and/or its affiliates and portfolio companies may, do and will utilize products and services – including discounted products and services – provided by portfolio companies.

Rule 204A-1 requires NMC to adopt a code of ethics that sets forth a standard of business conduct and compliance with federal securities laws by all of NMC’s Access Persons. Policies and procedures have been adopted to ensure compliance with the provisions of the Code, including preapproval of personal securities transactions and a 60-day holding requirement for all positions requiring pre-approval (other than NMFC, which is subject to a longer holding period), annual affirmations of compliance (such as disclosure of disciplinary history, conflicts of interest, etc.) and regular reviews of holdings and transactions. NMC and its Access Persons are generally not permitted to trade in securities maintained on NMC’s restricted list except in some very limited circumstances that require pre-approval by the Chief Compliance Officer (or a Compliance Representative). NMC has retained ComplySci, a third-party technology vendor, to assist Compliance in the periodic review of all Access Persons’ brokerage statements and other related investment reports. Further, the principals of NMC, its employees and New Mountain Senior Advisors may sit on boards of public companies, including those in which the Funds are invested. Board service is subject to the approval of NMC to allow Compliance to identify any actual or potential conflicts.2 By reason of their responsibilities in connection with their other New Mountain activities, NMC

Generally, New Mountain Senior Advisors are similar to “Operating Partners” who provide general or specific industry expertise on particular projects or transactions. A majority of New Mountain’s Senior Advisors are designated as “access persons” pursuant to Rule 204A-1 and are subject to New Mountain’s Code of Ethics, which therefore allows them to be fully included in New Mountain’s investment reviews. Based on a variety of factors, the Senior Advisors are designated as “non-access persons” and are not subject to New Mountain’s Code of Ethics, which results in more limited or specialized roles. There is no guarantee that New Mountain will continue to employ or engage these Senior Advisors, and New Mountain may hire or engage additional Senior Advisors in the future, who may be full time employees, or consultants. Where engaged as the latter, based on individual circumstances, these individuals may, at New Mountain’s discretion, be designated as either “access” or “non-access” for purposes of Rule 204A-1. Similar to New Mountain employees, New Mountain Senior Advisors may, in connection with activities related or unrelated to New Mountain, also serve as directors of unaffiliated public companies with the notification or approval of Compliance. Senior Advisors may also hold senior management or operating positions at portfolio companies advised by one or more Funds. Management fees will not be offset by any salary, benefits, directors’ fees, stock options and other compensation granted or paid by portfolio companies to (i) non-employee Senior Advisors for serving on boards of directors, serving in executive management roles or performing the functional equivalent of such roles (and New Mountain may reduce the compensation paid by NMC to Senior Advisors who serve in roles) or (ii) other New Mountain personnel in respect of services performed in an executive management role at a portfolio company during a period in which such other personnel was not an employee of New Mountain. Senior Advisors may share office space with New Mountain employees and may have other indicia of a New Mountain employee (including, in certain cases, use of New Mountain email addresses, laptops and business cards, participation in New Mountain health plans and/or other similar benefits typically associated with employment). In addition, Senior Advisors may share in carried interest otherwise payable to New Mountain. Over time, certain existing and future employees of New Mountain (including senior New Mountain personnel) may transition to a Senior Advisor role. Such a transition would have the effect of shifting the burden of the compensation of such employees from New Mountain to the Funds and/or their portfolio companies. All employees must notify Compliance of all outside corporate board memberships and pre-clear such memberships with Compliance.

personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. NMC may not be free to act upon any such information. Due to these restrictions, NMC may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. A copy of NMC’s Code is available upon request to Joseph Hartswell, Chief Compliance Officer, New Mountain, 1633 Broadway, 48th Floor, New York, NY 10019. Participation or Interest in Client Transactions Continuation Vehicles and Continuation Transactions Subject to the requirements of the Governing Documents, NMC could from time to time establish other investment vehicles for the purpose of purchasing one or more investments from a Fund (including, but not always, where the selling Fund is approaching the end of its term) in connection with, or alongside another Fund making an investment (such vehicles, “Continuation Vehicles” and such transactions, “Continuation Transactions”). In such circumstances, NMC is acting on behalf of, and making the investment decision for, both a Fund and the applicable Continuation Vehicle. As a result, Continuation Transactions implicate conflicts of interest. Because NMC and/or its affiliates will have the opportunity to earn additional management fees and/or receive additional carried interest and other benefits in respect of such Continuation Transactions, and because each purchaser’s commitment to acquire interests in a Continuation Vehicle will ordinarily be conditioned upon completion of the Continuation Transaction, NMC will have a conflict of interest in determining transaction terms and participants. While certain conflicts of interest related to Continuation Transactions often require approval by the Advisory Committee of a Fund, certain transactions may be able to be completed at the initiation of the applicable PE GP without any such approval. Principal Transactions and Cross Trades At times, NMC can be expected to invest Fund assets in investment vehicles in which its principals, employees or Senior Advisors may have an investment position or NMC may enter into cross trades or other transactions between Funds where the ownership interest in a Fund by NMC or its personnel could be viewed as a principal transaction. In such cases, NMC would affect such transaction only if NMC were to first determine that such trade is in the best interests of the affected Funds and then only in compliance with the requirements of Section 206(3) of the Advisers Act or similar applicable law, and the Governing Documents of the affected Funds, including obtaining any required informed consent from the Advisory Committee or a majority in interest of the investors in the applicable Fund. In addition, as a general matter, no Fund may engage in transactions with affiliates, except for those transactions provided for in the Governing Documents or approved by the Advisory Committee or a majority in interest of the investors of the applicable Fund. Financial Interests in Fund Transactions As described in Item 5 – “Fees and Compensation,” in addition to management fees and carried interest, NMC and its affiliates receive directors’ fees, transaction fees, break-up fees, advisory fees, monitoring fees or other similar fees with respect to advisory and related services provided in connection with investments by the Funds.

NMC may have a conflict of interest to the extent that it has an opportunity to earn a fee from an acquisition or disposition by a Fund. However, NMC believes that the management fee offset provisions described in Item 5 and the substantial equity commitment by NMC and its affiliates to the Funds substantially mitigates this incentive. Allocation of Investments When allocating investment opportunities across Funds, there could be differences in the financial structure of the Funds potentially participating in the opportunity that could introduce an incentive for NMC to favor one Fund over another. However, allocation of investments among parallel and successor Funds are subject to allocation procedures set forth in the Governing Documents of the applicable Funds. In addition, NMC generally does not introduce successor Funds until it is permitted to do so pursuant to the requirements set forth in the respective Governing Documents. NMC expects to be presented with investment opportunities that fall within the investment objective of multiple Funds, and in such circumstances, to the extent permitted by the Governing Documents, NMC shall allocate such opportunities (including any related co-investment opportunities) among the Funds on a basis that the applicable PE GP determines in good faith to be fair and reasonable taking into account all factors as the applicable PE GP deems relevant, including the sourcing of the transaction, the nature of the investment objective, investment focus, mandate or policies, target return profile or projected hold period, focus of each such other investment fund and/or managed account, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for the Funds and other considerations deemed relevant by the applicable PE GP “in good faith.” In addition, because NMC investment professionals have access to the extensive relevant experience of investment professionals throughout NMC’s various investment strategies, from time to time, an investment opportunity may be identified and determined to be suitable for multiple investment strategies. NMC will allocate investment opportunities to the Funds and other NMC entities with overlapping objectives in a manner New Mountain determines to be fair and reasonable, or as otherwise permitted by the Governing Documents. For instance, a private equity investment may be suitable for a credit fund managed by an advisory affiliate, or a credit investment may be suitable for a Fund. In such instances, and subject to the prior approval of the relevant strategy’s portfolio manager(s) and investment committee, the private equity fund(s) or the credit fund(s), as applicable, may participate in and be allocated a particular investment opportunity with the other fund(s) for whom the opportunity most closely aligns to such fund(s)’ investment strategy, up to such amount, if any, that the portfolio manager(s) of each of the relevant strategies, in consultation with Compliance, may determine after considering any potential conflicts of interest, actual or apparent, in accordance with New Mountain’s compliance policies and procedures including its allocation policies. As a result of the foregoing, the Funds may participate in certain investment opportunities otherwise suitable for the Funds to a lesser or extent, or not at all. New Mountain will make such allocation determinations based on expectations that will, in certain circumstances, prove inaccurate. Such determinations are largely subjective and New Mountain will have significant latitude in making such determinations. Depending on the availability of such investment and other appropriate factors, a Fund may invest from time to time (or programmatically) alongside one or more other Funds, co-investment funds, and NMFC in investments that are suitable for such entities. Participating in portfolio investments alongside such other entities will subject the Funds to a number of risks and conflicts. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms

of such investment (including with respect to price and timing) for the Funds and such other entities may not be the same. Such considerations may result in the Funds foregoing certain governance rights (such as board seats and/or budget approvals) that would otherwise be available, or investing in particular portfolio companies to a lesser degree than would otherwise be available in order to stay below certain ownership thresholds. NMC may similarly enter into arrangements with financial institutions or other third parties whereby NMC sources investment opportunities otherwise suitable for a Fund for such parties. Additionally, the Funds and such other parties will generally have different investment periods or expiration dates and/or investment objectives (including return profiles) and NMC, as a result, may have conflicting goals with respect to the price and timing of disposition opportunities and such differences may also impact the allocation of investment opportunities (including follow-on investments related to earlier investments made by the Funds and such other NMC entities). Such other entities may also have certain governance rights for legal, regulatory or other reasons that the Funds will not have. As such, the Funds and/or such other entities may dispose of any such shared investment at different times and on different terms, and investors therein may receive different consideration than is offered to the Funds’ limited partners (e.g., some or all limited partners may receive cash whereas other limited partners and investors in other NMC entities may be provided the opportunity to receive distributions in-kind in lieu thereof). In addition to NMC’s obligation to invest in investments made by the Funds, the Governing Documents of a Fund permit NMC in its sole discretion to make available co-investment opportunities to strategic investors, lenders, Senior Advisors of New Mountain, limited partners and/or other investors (including third parties). In addition, NMC may allocate co-investment opportunities to such other NMC entities, including to dedicated co-investment vehicles or other committed sources of capital, in priority to other persons, including in priority to limited partners. NMC applies its discretion when allocating such opportunities to strategic investors, lenders, Senior Advisors of New Mountain, limited partners and/or other investors (including third parties), taking into account facts and circumstances which may include the nature of the transaction, speed of execution required, tax considerations, familiarity with and history of investing in the relevant industry, ability to provide strategic insights and other factors believed relevant. As stated in the Funds’ Governing Documents, it is generally expected that co-investment opportunities (if any) alongside the Funds will be offered to some limited partners and not to others. NMC endeavors to keep itself informed regarding investor interest in co-investment by maintaining records of those investors who have expressed interest in co-investments. NMC has established and may in the future establish more investment vehicles managed or advised by NMC to facilitate the participation of third-party co-investors (who may or may not be limited partners of the Funds (whether established in connection with such limited partner’s investment in a Fund or otherwise) and/or other NMC entities) in co-investments alongside a Fund and/or other NMC entities, including “standing”, dedicated or committed co-investment vehicles (the “Standing Co-Invest Vehicles”), which may or may not be subject to more favorable rights and/or terms than the Funds and to which NMC or its affiliate, in its capacity as general partner of the Standing Co-Invest Vehicles, may make a capital commitment for tax or regulatory purposes. In particular, NMC has established standing co-invest vehicles to participate alongside some Funds in certain co-investment opportunities on a case by case basis. Standing Co-Invest Vehicles include both “opt-out” or “opt-in” vehicles where the co-investor determines whether to participate in co-investment opportunities presented to it either through affirmative or negative consent as well as committed vehicles where NMC (in some or all circumstances), and not the investors therein, has discretion in determining whether the Standing Co-Invest Vehicle, or a particular investor, will participate in co-investment opportunities. Standing Co-Invest Vehicles may nevertheless only participate in some or all co-investment

opportunities after the initial acquisition of a portfolio investment by the Fund through a syndication from the Fund.

In making its decisions regarding the allocation of brokerage transactions, NMC would seek to obtain best execution, taking into account the following factors: (i) the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected (such as prompt and accurate confirmation and delivery), taking into account the size of order and difficulty of execution; (iii) the financial strength, integrity and stability of the broker-dealer; (iv) the quality, comprehensiveness and frequency of available research services considered to be of value to NMC and its clients; (v) the value of brokerage services over and above trade execution provided to NMC and its clients; (vi) the competitiveness of commission rates in comparison with other broker-dealers satisfying NMC’s other selection criteria; and (vii) any other factors NMC considers to be in the best interest of the Funds. Although NMC generally seeks competitive commission rates and commission equivalents, it will not necessarily pay the lowest commission or equivalent. Among other reasons, transactions may involve specialized services on the part of a broker-dealer, which may justify higher commissions and equivalents than would be the case for more routine services. Additionally, NMC could receive an economic benefit by having fees waived or by not being charged for utilizing specialized services, such as investment adviser electronic information downloads, access to specialized institutional brokerage trading and customer service teams, and/or specialized batched statements. NMC believes that by utilizing these services, NMC is able to more efficiently manage the Funds and execute its fiduciary duties in connection therewith. Research and Other Soft Dollar Benefits NMC has no written, third party “soft dollar” arrangement with any broker-dealer at present, but it or one or more of its related persons are expected to utilize both third party and proprietary research and cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker dealers in return for proprietary soft dollar benefits. In so doing, NMC or its affiliates have an incentive to select or recommend the broker-dealer based on its or their interest in receiving research or other products or services and because neither NMC nor its affiliates would have to pay for such research or services directly. Research products or services obtained with respect to transactions for a Fund can also benefit and be used to assist NMC in advising other Funds. Thus, research generated in connection with NMC’s investment strategies will be used to benefit other New Mountain investment strategies. Funds could bear more or less of the costs of soft dollar or other research than other New Mountain clients who benefit from such products or services. As discussed above, in selecting a broker for any transaction or series of transactions, NMC may consider a number of factors. Where best execution may be obtained from more than one broker, NMC may purchase and sell securities through brokers that provide research, statistical and other

information, although not all Funds may in every instance be the direct beneficiaries of the research services provided. Research furnished by brokers may include, but is not limited to, information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with security analysts. Broker Selection In selecting a broker, NMC makes a good faith determination that the amount of such transaction fee charges is reasonable in comparison to the value of the research services provided and that such research benefits (either alone or together with other investment vehicles managed by NMC and its affiliates) the Fund for which securities transactions are placed. NMC accepts research from brokers in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934. Brokers will sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker could be less than the suggested allocations or could exceed such suggestions because total brokerage is allocated on the basis of all considerations described above in the discretion of NMC. A broker will not be excluded from receiving business simply because it has not been identified as providing research services.

NMC does not provide reports to the Funds. Rather, the Funds to which NMC provides investment advice furnish each investor in such Funds with a quarterly report and annual audited financial statements (See Item 15 – “Custody” below). In addition to such general Fund reporting, NMC expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a side letter or in response to diligence or other requests).

Where required, cash and securities are maintained at a financial institution meeting the definition of “qualified custodian” under the Advisers Act.

Consideration will be given to both the short-term and long-term implications of the proposal to be voted on when considering the optimal vote. When voting proxies, NMC will take steps to detect and address conflicts of interest between the interests of its clients and the interests of NMC, its employees, and its affiliates. Investment professionals will be responsible for escalating any conflicts of interest to Compliance. Compliance will be responsible for determining the proper course of action for handling the conflict and may resolve such conflict by relying on the recommendation of a disinterested third-party, seeking the direction of the affected client, or abstaining from voting. Any conflicts escalated to Compliance will be documented along with the course of action taken to resolve such conflicts. Each Fund’s Governing Documents include provisions for the identification and mitigation of conflicts of interest. The Governing Documents for certain Funds may also provide for an Advisory Committee comprised of a small group of investors who are convened at NMC’s request to address

conflicts. In these cases, conflict resolution will be addressed with the Advisory Committee as contemplated in the applicable Governing Documents. A copy of NMC’s proxy voting policies and procedures is memorialized in writing and are available for review upon request. Information on how NMC voted proxies is also available upon request to: Joseph Hartswell, Chief Compliance Officer, New Mountain, 1633 Broadway, 48th Floor, New York, NY 10019.