Jefferies Finance LLC: investment adviser

The Investment Adviser maintains its principal place of business in New York City. References to the Investment Adviser in this Brochure include, as the context requires, the following wholly-owned subsidiaries of Jefferies Finance: Jefferies Credit Partners LLC (“JCP”), Apex Credit Partners LLC (“Apex”), and Apex Credit Holdings LLC (“ACH”, each an “Adviser,” and collectively with JFIN, the “Firm”). Each of JCP, ACH and Apex are wholly- owned subsidiaries of Jefferies Finance, and each is a relying adviser of Jefferies Finance subject to the supervision and control by Jefferies Finance. Jefferies Finance is the sole and managing member of JCP, which serves as the sole and managing member of Apex, and also the sole and managing member of ACH. Each relying adviser’s facilities and personnel are provided by Jefferies Finance. All of the Advisers are under common ownership. Although referred to collectively throughout this Brochure as the “Advisers” or the “Firm”, each Adviser is a distinct entity. The Firm’s asset management business is a multi-strategy credit platform that manages proprietary and third-party capital. The Firm’s asset management business is organized into three principal investment strategies: Private Credit (Jefferies Credit Partners and its subsidiaries), Broadly Syndicated Loans (Apex and ACH) and Revolving Credit Management (Jefferies Finance). The Firm underwrites, arranges, manages and invests in levered loans for private equity sponsors and their portfolio companies globally and is a market leading arranger of U.S. leveraged buyouts (LBOs) and add-on acquisition financings as well as best efforts re-financings, re-pricings and dividend recapitalizations. The Firm provides a range of investment strategies that seek to deliver attractive performance to its advisory clients, which include various pooled investment vehicles, private investment funds, funds of one (collectively, “Private Funds”), separately managed accounts (“Separate Accounts”), issuers that have issued rated notes or loans and non-rated “income” notes or loans to qualified purchasers and non-U.S. persons under collateralized loan obligation transactions (each an “Issuer” or “CLO”) and other structured investment vehicles. These notes or loans are secured by a portfolio of senior secured loans and second lien loans, and a small amount of other debt investments, managed by

an Adviser. The terms of each CLO are set out in an indenture (collectively, the “Indentures”) among the applicable Issuer and trustee (the “Trustee”). I.

Private Credit.

In 2016, JCP was formed for the purpose of becoming the investment management division of the Firm. Today, JCP and its subsidiaries manage approximately $16 billion of capital in the private credit strategy across Private Funds, Separate Accounts, CLOs and business development companies. JCP’s private credit strategy focuses on investing in first-lien senior secured loans to borrowers owned by private equity sponsors. The Investment Adviser markets its private credit asset management business under the name Jefferies Credit Partners. JCP sources investments through a proprietary arrangement with Jefferies LLC that provides JCP with a right of first refusal (the “ROFR”) on all loan investment opportunities originated through our sourcing relationship with the Jefferies investment bank in the United States. Through the ROFR, JCP partners with Jefferies LLC investment bankers who provide opportunities through three primary channels: sponsor coverage, industry coverage, and M&A. II.

Broadly Syndicated Loans.

Apex and ACH are Advisers focused on leveraged loan investing and the management of CLOs and related vehicles. Apex and ACH acquire broadly syndicated loans in the primary and secondary markets that may be originated or underwritten by the Investment Adviser or other third-party loan arrangers. Apex and ACH focus on broadly syndicated first lien senior secured loans, but a small portion of the portfolio may consist of second lien loans and other investments. The Adviser or an affiliate may own some or all of the income notes of Issuers, which represents the economic equity in Issuers. The Adviser owns certain other special purpose subsidiaries, some of which have entered into warehouse credit facilities with third-party lenders to finance their purchase of broadly syndicated loans and other investments. III.

Revolving Credit Management.

As noted above, JFIN was founded in 2004 as a 50/50 joint venture between MassMutual and JFGI to underwrite and lend (broadly syndicated and direct loans) to private equity sponsor- backed companies. JFIN manages Issuers that acquire a diversified portfolio of revolving credit loans and commitments (“Revolver Securitizations”). The JFIN Revolver Securitizations may consist of a mix of funded, unfunded and variable funding tranches. The senior funding commitment for the Revolver Securitizations is typically provided through senior revolving loans held by investors in the senior tranches. The junior funding commitment for the Revolver Securitizations is typically provided by Jefferies Finance. B.

Description of the Advisory Services

The Advisers provide investment management services as the adviser or subadviser to Private Funds and Separate Accounts. The Advisers or their affiliates serve as

general partner, managing member, investment adviser, investment manager, collateral manager, sub-adviser or manager of each of its Advisory Clients. Advisory Clients have investment objectives and restrictions that are particular to each Private Fund, Issuer or Separate Account, such as prohibitions on investing in certain types of assets (e.g., equity securities), restrictions on issuer domiciles, restrictions on price or rating of investments, and limitations on the percentage a particular type of security or instrument can comprise an Advisory Client’s investment portfolio. The Advisers also act as collateral manager to certain Issuers and may act as collateral manager or investment adviser to additional Issuers in the future. In its capacity as collateral manager, an Adviser (i) determines which commercial loans or other debt investments each Issuer may acquire (and whether such loans or other debt investments comply with the eligibility requirements and concentration limits under the Indentures), (ii) monitors and administrates, on an ongoing basis, any loans or other investments that are acquired by each Issuer, and (iii) monitors Issuers’ compliance with the terms of the Indentures. In connection with these services, the Adviser prepares periodic reports on behalf of Issuers, with assistance of the Trustee pursuant to the applicable collateral administration agreement. These reports are distributed to the noteholders. In addition, to comply with any applicable Risk Retention Requirements 1, the Advisers that act as portfolio managers of Issuers (in such capacities, collectively, “CLO Managers”), engage in the following activities: (i) acting as collateral manager of CLO transactions and related warehouse facilities; (ii) engaging in related loan origination and/or trading activities including, but not limited to, originating loans for their own account as an “originator” for the purposes of the European Retention Requirements; (iii) acting as the holder of CLO securities for the purpose of complying with any applicable Retention Requirements and (iv) providing first-loss equity in connection with warehouse facilities. Current and prospective Advisory Clients should refer to the applicable confidential private placement memorandum, offering circular or similar disclosure document (each, an “Offering Circular”), limited partnership agreement, limited liability company agreement, certificate or articles of incorporation, investment management agreement, subscription documents and other governing agreements (collectively with Offering Circulars, the “Governing Documents”) for complete information on the investment objectives, restrictions and risks. Prior performance, when requested and/or provided, while illustrative of an Adviser’s investment experience, is not indicative of future performance and there is no assurance that any investment objectives will be achieved.

The applicable European risk retention requirements include those promulgated under: (a) Part Five of EU Regulation No. 575/2013 together with any regulatory and/or implementing technical standards and guidance relating thereto as amended, replaced or supplemented from time to time (“CRR Retention Requirements”); (b) EU Directive 2011/61/EU (“AIFMD Retention Requirements”); and (c) Commission Delegated Regulation (EU) 2015/35 (“Solvency II Retention Requirements” and, together with the CRR Retention Requirements and the AIFMD Retention Requirements and other applicable European risk retention rules, the “European Retention Requirements”). The U.S. risk retention rules are those promulgated under Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “U.S. Retention Requirements” and together with the European Retention Requirements, the “Risk Retention Requirements”).

C.

Availability of Customized Services

The Firm provides tailored investment advisory services to our Advisory Clients in accordance with each Advisory Client’s investment objectives, strategies, and restrictions as set forth in the applicable Governing Documents. Other than for funds of one and Separate Accounts, we do not tailor our advice to the individualized needs of any particular investor in a Private Fund or Issuer. Prior to investing, each investor in a Private Fund or Issuer must consider whether that vehicle meets such investor’s investment objectives and risk tolerances. The Firm may enter into “side letters” or similar agreements pursuant to which certain investors are granted specific rights, benefits, or privileges that may not be generally made available to other investors of the particular Issuer or Private Fund. Such benefits may include, among others, the waiver or reduction of management fees, incentive fees, the provision of additional information or reports, and more favorable transfer rights or liquidity rights. From time to time, investors have negotiated to impose restrictions on investing in certain securities or types of securities. D.

Wrap Fee Programs The Firm does not participate in wrap fee programs.

E.

Assets Under Management

As of December 31, 2025, the Firm managed $23,121,875,997 on a discretionary basis and $1,472,935,634 on a non-discretionary basis. The Regulatory Assets Under Management for the Firm at that time was $24,594,811,631.

With respect to Separate Accounts, as such accounts are structured for a single investor or a group of investors, the fees and compensation to be received by the Firm may contain more customized calculations than those for Issuers or Private Funds. The calculation method for the services provided to Separate Accounts and Private Funds are disclosed in the applicable Governing Documents.

B.

Payment of Fees; Timing of Payments; Termination

For many of our Advisory Clients, we are authorized under the Private Fund’s or Separate Account’s Governing Documents to charge and deduct advisory fees directly from the assets of the applicable Private Fund or Separate Account, at the times and in the amounts set forth in the Governing Documents. For funds of one and Separate Accounts, our ability to deduct advisory fees may be negotiable. Base advisory fees for many of our Advisory Clients, including many of the Private Funds, are payable in arrears, generally on a quarterly or semi-annual basis. Because such advisory fees are payable in arrears, they are not paid until after services have been rendered. With respect to certain Private Funds and other Advisory Clients, the base advisory fees are payable in advance, generally on a quarterly basis. Please refer to the applicable Governing Documents for complete information on the timing of advisory fee payments. Advisory Clients have the right to terminate the advisory or investment management agreements in accordance with the terms of such agreements. Our policy is to repay advisory fees paid in advance in excess of the pro rata portion earned (based on the number of days during the period) through the termination date. With respect to Issuers, the management fees (and if applicable, any incentive fees) are paid on a quarterly basis. Fees are determined by the Trustee (or administrator, if applicable) in conjunction with the other payments that are required to be made on each payment date, based on the collections received by each Issuer during the quarterly period preceding such payment date. Pursuant to each Issuer’s Governing Documents, such fees and other payments are set forth in a report that is prepared by the Trustee, reviewed and approved by the Firm and distributed to the noteholders prior to the applicable payment date. Payment of fees is made by the Trustee on behalf of Issuers on the applicable payment date. Fees with respect to Issuers are not otherwise invoiced. The payment method for fees, and calculation thereof, to be received by the Firm in connection with services provided to Private Funds and Separate Accounts are disclosed in the applicable Governing Documents. C.

Transaction-Related Fees.

Jefferies Finance lead arranges and underwrites a variety of debt products consisting of senior secured loans, revolving credit facilities, bridge backstop commitments, asset-based loans and other leveraged loan products. The leveraged finance business of Jefferies Finance will involve a mix of both committed and “best efforts” broadly syndicated and private credit transactions. Jefferies Finance may also act as administrative agent and/or collateral agent in connection with these credit facilities, and may also act as a lender on a proprietary basis and earn fees and interest in such capacity. The Firm and its affiliates may receive origination, commitment, arrangement, documentation, structuring, facility, monitoring, amendment, administrative agent, and other transaction-related fees from portfolio companies in which one or more Advisory

Clients invest (or are considering investing). The Firm and its affiliates will also receive fees and interest with respect to the loans and commitments that it invests on a propriety basis. The receipt of these fees creates conflicts of interest because it gives the Firm and its affiliates an economic incentive to pursue or recommend transactions that generate such compensation. However, these fees and interest are not considered advisory compensation and are not management-fee offsets unless a client’s governing documents expressly provide for an offset. The Investment Adviser believes that serving in these roles provides more attractive investments to the Firm’s Advisory Clients over time, even if any particular role (and the fees received in connection therewith) could conflict with the short-term interests of any Advisory Clients on any particular deal. In some cases, a portion of an asset (or commitment) is held by the Firm on proprietary basis in anticipation of a subsequent transfer to an Advisory Client or to a third party. When that portion is sold to third parties, the Firm may receive a fee or profit. We have an incentive to find larger deals than our Advisory Clients would ordinarily want to purchase to generate these transaction fees and profits. Further, these fees and profits create an incentive for the Firm to sell a larger portion of a loan to third parties (thereby reducing the Advisory Clients’ shares of the loan) rather than Advisory Clients because such sale could allow the Firm to receive such fees or profits. To partially mitigate these conflicts, our Advisory Clients generally receive their minimum desired allocations, as determined pursuant to an Adviser’s allocation policy, before any portion of an originated investment is sold to a third party. D.

Additional Payments of Interest and Principal as Noteholder

Generally, the Firm may own income notes or loans of an Issuer and may also own a portion of other notes or loans of an Issuer at the same time, and therefore will receive payments of interest and principal in respect of these notes on a pro rata basis with other noteholders or lenders to the extent provided under the applicable Indentures. E.

Additional Fees and Expenses

In addition to the fees payable to the Firm, subject to each Advisory Client’s Governing Documents, Advisory Clients may pay or otherwise bear all applicable fees, costs, expenses and other liabilities arising in connection with the establishment and operation thereof (collectively, “Account Expenses”), including (but not limited to) fees, costs, and expenses related or attributable to:

any sales or other taxes, fees, or government charges that may be assessed against an Advisory Client;

commissions, brokerage fees, and similar charges incurred in connection with the purchase or sale of securities and other assets (including any fees payable to third parties and whether or not any such purchase or sale is consummated);

due diligence, development, negotiation, structuring, settlement, monitoring and holding portfolio investments (whether or not consummated), including legal, tax, accounting and other expenses therewith;

market data costs and research-related expenses, including, without limitation, news and quotation equipment, software, and services;

meetings or conferences with Advisory Clients and investors therein;

any investigation, administrative proceeding or regulatory matter, litigation and threatened litigation involving an Advisory Client;

indemnification obligations and expenses;

normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, tax advisory, tax preparation, audit, legal, external consulting, custodial and registration services;

premiums related to risk management services and insurance;

dissolution of investment vehicles and liquidation of assets;

appraisal and valuation of assets;

organizational expenses, including costs and expenses pertaining to the offering and sale of interests, documentation, filing, related legal and other organizational payments;

services provided by any third-party service provider (such as an administrator, depositary, custodian, tax, legal, audit and compliance professionals, independent directors or other service providers);

fees, costs, and expenses associated with compliance by an Advisory Client, the Investment Adviser or their respective affiliates that are involved in the management of an Advisory Client, or an account with all applicable laws, rules, and regulations, including certain expenses related to regulatory filings;

certain administrative expenses in respect of the foregoing, as applicable, including allocated costs of services that were performed by the Investment Adviser or an affiliate, such as an in-house lawyer, accountant, tax advisor or other professional; and

travel-related expenses (including costs of private travel, lodging and entertainment) in respect of the foregoing, as applicable.

The Firm may from time to time incur Account Expenses on behalf of more than one Advisory Client. To the extent such Account Expenses are incurred for the account or benefit of more than one Advisory Client, each such Advisory Client will typically bear an allocable portion of any Account Expenses in proportion to the size of its investment (or proposed investment) in the activity or entity to which such Account Expense relates (subject to the terms of each Advisory Client’s Governing Documents) or in such other manner as the Firm considers fair and equitable under the circumstances. While the Firm

endeavors to allocate such Account Expenses in a fair and equitable basis in accordance with its expense allocation policies and procedures, such allocation determinations may involve assumptions, estimates, projections, and the subjective judgment of the Firm in assessing actual or potential benefits received by each Advisory Client. Please refer to the Governing Documents of the applicable Advisory Client for complete information on the Account Expenses payable or borne by such Advisory Client. Sourcing and diligence expenses incurred with respect to the pursuit of particular investments that are never actually consummated are referred to as “broken deal” expenses. Examples of such “broken deal” expenses include fees and expenses of any legal, investigative, financial, accounting, consulting or other advisors or lenders, investment banks and other financing sources in connection with arranging financing for transactions that are not consummated; any travel and accommodation expenses; and any deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions. These types of broken-deal expenses are generally borne by the applicable Advisory Clients and any co-investment vehicles that may participate in the relevant investment strategy. The proportions of such expenses are generally allocated pro-rata and in accordance with the applicable Governing Documents.

To help mitigate such potential conflicts of interest, the Firm has investment committees as well as policies and procedures in place to ensure that investment decisions are made in accordance with its fiduciary duties without consideration of the Firm’s (or any of its personnel’s) pecuniary, investment or other financial interests. When the Firm determines the fair value of any assets, the Firm is incentivized to have higher valuations because the calculation of performance-based fee may be based on such valuations. This risk is mitigated by the following processes. Valuations will be subject to periodic review by a valuation constituted by JCP personnel (the “Valuation Committee”) which is responsible for implementing the valuation process for the Fund(s) and will consist of non-investment personnel. The Valuation Committee, among other functions, reviews, and recommends or rejects, the proposed valuations of the Adviser, reviews a comparison of the internal fair marks and independent valuation ranges, and assesses whether consistent valuations are used across the Adviser’s investment platform. The Valuation Committee also assesses whether those valuations

have been calculated in accordance with the valuation methodologies set forth in the Adviser’s valuation policy. In the allocation of investment opportunities, performance-based compensation arrangements may also create an incentive for the Firm to favor Advisory Clients with higher performance-based compensation arrangements over those that are charged lower performance- based compensation arrangements or are not charged performance-based compensation at all. To address this potential conflict of interest, (i) the Firm has adopted a global investment allocation policy that governs the allocation of investment opportunities across all Advisers and any of their investment advisory subsidiaries and (ii) each Adviser has adopted an investment allocation policy that governs the allocation of investment opportunities across its Advisory Clients. These policies require the Firm to treat each of its Advisory Clients in a manner consistent with its fiduciary obligations and prohibit the Firm from favoring any particular Advisory Client.

These investment minimums, if any, can be found in the applicable Advisory Clients’ documents. We reserve the right to reduce or waive any investment minimums that are required of investors, depending on a variety of factors, such as a particular Advisory Client’s circumstances or investment strategies. The Firm may advise additional Advisory Clients in the future (including additional Issuers under new CLOs, as well as new Private Funds, Separate Accounts, and Business Development Companies).

There can be no assurance that the investment objectives of any Private Fund or other Advisory Clients will be achieved. The Firm’s investment strategies generally focus on (i) determining which commercial loans, other debt investments and other securities or assets Advisory Clients should acquire (and whether such loans or other investments comply with the eligibility requirements and concentration limits under the applicable Governing Documents), (ii) monitoring and administering, on an ongoing basis, any loans or other investments that are acquired by the Advisory Client accounts, and (iii) in the case of Issuers, monitoring compliance with the terms of the Indentures. B.

Material, Significant, or Unusual Risks Relating to Investment Strategies

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in Advisory Clients advised by the Firm. These risk factors include only those risks the Firm believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Firm. A more detailed explanation of risk factors can be found in each Issuer’s, Private Fund’s or Separate Account’s Governing Documents. Risks Related to the Advisers and its Affiliates This Section applies to all advisory businesses within Jefferies Finance unless otherwise stated. Reliance on Jefferies Financial Group. The Investment Adviser relies on JFG and its subsidiaries for certain facilities, technology infrastructure and a variety of administrative requirements. Investment Adviser also relies on JFG and its subsidiaries for other services, including accounting and tax services, transaction support, legal and compliance services, business continuity, planning and support, technology infrastructure and information security. The Investment Adviser would not be able to operate its business without this support. For certain Advisory Clients, the ability of the Advisory Clients to achieve their investment objectives will be dependent on the existing and future relationships of JFG’s investment bankers. The origination of new investment opportunities for private credit is dependent on the relationships that JFG has with its existing clients, including private equity sponsors. JCP exclusively relies on JFG to source direct lending investment opportunities for its advisory clients. JFG may offer its clients products or services that compete with private credit loans, such as high yield bonds, bridge financings or direct equity investments. In each of these cases, the alternative investment opportunities would not be offered to any Advisor or its Advisory Clients. The types of products offered by JFG will be driven by various market factors that are outside of the Advisers’ control, and there

is no assurance that the origination of investment opportunities will continue on a pace consistent with historical practice. The origination of new revolving credit facilities and broadly syndicated loans is also dependent on JFG. Any adverse business, legal, regulatory, reputational, credit or other effect on JFG that negatively impacts its relationships with its clients may have an adverse impact on the Firm’s to source investments for any Advisory Clients. Business Continuity Risk. The Firm has developed a Business Continuity Program (the BC Program) that is designed to minimize the impact of adverse events that affect its ability to carry on normal business operations. Such adverse events include, but are not limited to, natural disasters, outbreaks of pandemic and epidemic diseases (such as the COVID-19 pandemic), terrorism, acts of governments, any act of declared or undeclared war, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, shortages, supply shortages, and system failures or malfunctions. While the Firm believes the BC Program should allow it to resume normal business operations in a timely manner following an adverse event, there are inherent limitations in such programs, including the possibility that the BC Program does not anticipate all contingencies or procedures or work as intended. Vendors and service providers to the Firm and its affiliates may also be affected by adverse events and are subject to the same risks that their respective business continuity plans do not cover all contingencies. In the event the BC Program at the Firm or similar programs at vendors and service providers do not adequately address all contingencies, Advisory Client portfolios may be negatively affected as there may be an inability to process transactions, calculate net asset values, value client investments, or disruptions to trading in client accounts. An Advisory Client’s ability to recover any losses or expenses it incurs as a result of a disruption of business operations may be limited by the liability, standard of care, and related provisions in its contractual agreements with the Firm and other service providers. Cyber-Security Risk. The increasing reliance on internet-based programs and applications to conduct transactions and store data creates growing operational and security risks. Targeted cyber-attacks, or accidental events, can lead to a breach in computer and data systems’ security and subsequent unauthorized access to sensitive transactional and personal information. Data taken in breaches may be used by criminals in identity theft, obtaining loans or payments under false identities, and other crimes that could affect the value of assets in which Advisory Clients invest. Cyber-security breaches at the Firm or its vendors and service providers may also lead to theft, data corruption, or overall disruption in operational systems. These threats may also indirectly affect Advisory Clients through cyber incidents with third party service providers or counterparties. These risks can disrupt the ability to engage in transactional business, cause direct financial loss and reputational damage, or lead to violations of applicable laws related to data and privacy protection and consumer protection. Cyber-security risks also result in ongoing prevention and compliance costs. Legal and Regulatory Risk. The Firm is subject to regulation by laws at local and national levels and in multiple jurisdictions, including foreign countries. Specific and general regulations addressing capital markets, including tax laws and regulations, whether

in the United States or abroad, could increase the cost of acquiring, holding, or divesting portfolio investments, the profitability of investments, and the costs of operating the Private Funds, Issuers and Separate Accounts. Additional regulation could also increase the risk of third-party litigation. The Firm may also indirectly be affected by regulation of banks and other financial services firms with which the Firm does business, obtains financing or provides other services, or seeks to sell interests in loan securitizations. The regulatory regimes applicable to financial services firms with which the Firm does business may increase borrowing costs or limit the terms or availability of credit, affect the terms or pricing of loan securitizations, affect the collectability of loans, or have other indirect effects. These regulations and regulatory powers may reduce returns to investors in loan portfolios as a result of, among other things, additional compliance and administrative expenses, failure to obtain full repayment on portfolio loans, administrative enforcement actions and fines by state or federal regulators and civil litigation against holders of loans, and a reduction in the availability of appropriate loans for investment. Similarly, violations of law or regulation by the originators or servicers of loans held directly or indirectly by investors could result in the originators or servicers being subject to administrative fines or penalties, borrower restitution obligations, or other consequences that could negatively impact investors in such loans. The Advisers and/or any of their respective principals and/or employees could also be named as a defendant in, or otherwise become involved in, litigation. Litigation and regulatory actions could be time-consuming and expensive and could lead to unexpected losses, which expenses and losses could be subject to indemnification by our clients. Legal proceedings could continue without resolution for long periods of time and their outcomes, which could materially and adversely affect our clients or our ability to manage our clients’ accounts, are often impossible to accurately predict. The Firm would likely be required to expend significant resources responding to any litigation or regulatory action, which could be a distraction from our business activities. Investment activities of Advisory Clients subject them to the risks of becoming involved in litigation by third parties. This risk could be somewhat greater if the Advisory Client (either together or with other Advisory Clients) were to exercise control or significant influence over a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would, absent willful misconduct, bad faith, fraud or gross negligence, typically be borne by the Advisory Client and could reduce net assets. The Advisors and others are indemnified by Advisory Clients in connection with such litigation, subject to certain conditions. Investors in Private Funds could be required to repay distributions, subject to certain limits, if required to fund indemnification payments to the Advisors or others. Privacy and Data Protection. The Firm’s processing of personal information entails legal and regulatory risks. Legal requirements relating to the collection, storage, handling and transfer of personal information continue to develop. For example, the Firm and/or its affiliates could become subject to new legislation or regulation concerning the personal information it may process. In addition, the Firm has obligations under existing laws and regulations, such as the California Consumer Privacy Act of 2018, as amended,

the General Data Protection Regulation (EU) 2016/679, the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) Regulations 2020 and the UK Data Protection Act 2018. Breach of applicable privacy and data protection laws could result in significant financial penalties for the Firm and its Advisory Clients. As interpretation of these laws evolves and new laws are passed, the Firm could be required to make changes to its business practices, which could result in additional risks, costs and liabilities to its Advisory Clients and adversely affect investment returns. While the Firm intends to comply with its privacy and data protection obligations under the privacy and data protection laws that are applicable to it, the Firm may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret these laws. A violation of applicable privacy and data protection law could result in negative publicity and could subject the Firm, its affiliates and its Advisory Clients to significant costs associated with litigation, settlements, regulatory action, judgments, liabilities and/or penalties. Risks Related to Strategic Transactions. The Firm and its affiliates could engage in any number of strategic transactions, including, without limitation, acquisitions, divestitures, joint ventures, new business formations, restructurings, launches of new investment fund strategies and structures, restructurings/reorganizations, and mergers of subsidiaries. Any such transactions could also focus on particular foreign jurisdictions, industries or investment strategy. Additionally, the Firm could sell stakes in one or more affiliated management companies or other affiliates or acquire stakes in other asset managers, service providers or investment vehicles. Strategic transactions are subject to many risks, such as the risk that the transaction is not successful in meeting its strategic goals, the risk that the transaction diverts the Firm’s attention from the core investment activities of its existing Advisory Clients or the risk that the Firm’s management team is not successful in developing and operating the underlying business involved in the strategic transaction. Artificial Intelligence and Machine Learning Developments. Recent technological advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including OpenAI’s release of its ChatGPT application, pose risks to the Firm. The Firm employs a risk-based framework for overseeing use of Machine Learning Technology in connection with its business activities, including investment activities and is subject to JFG’s internal policy governing use of Machine Learning Technology (the “AI Policy”). Notwithstanding the AI Policy, the Firm’s personnel, senior advisors, industry advisors and other associated persons of the Firm or any of its affiliates could, unbeknownst to the Firm, utilize Machine Learning Technology in contravention of the AI Policy. The Firm could be further exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties, whether or not known to the Firm, also use Machine Learning Technology in their business activities. The Firm 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 are provided.

Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including MNPI (as defined below)), either by third parties in contravention of non-disclosure agreements, or by the Firm’s personnel or the aforementioned advisors and affiliates of the Firm in contravention of the Firm’s policies, into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error, potentially materially so, and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent that the Firm are exposed to the risks of Machine Learning Technology use, including through any investment it may hold, any such inaccuracies or errors could have adverse impacts on the Firm an Advisory Client. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict all future risks that may arise from such developments. Material, Nonpublic Information. From time to time, certain personnel of the Firm or its affiliates may come into possession of material, nonpublic information that would limit the ability to buy and sell investments. The Firm may come into possession of this type of restricting information in various contexts, including through its leveraged finance arrangement business, through its revolving credit facility management or through its participation on a creditors committee in connection with a distressed investment. An Advisory Client’s investment flexibility may be constrained as a consequence of the Firm’s inability to take certain actions because of such information. For example, an Advisory Client may not dispose of a certain investment if the Firm is in possession of information that that could be material to an investment decision and that it cannot communicate to a potential counterparty. An Advisory Client may experience losses if it is unable to sell an investment that it holds because certain personnel of the Firm have obtained material, nonpublic information about such investment. Investment and Portfolio Risks Prospective investors should carefully evaluate the following considerations and other risks before making an investment. Investing involves the potential for loss, and not all risks can be mitigated. The client documents for each client describe in more detail the specific investment strategies, guidelines and risks of those clients Competition. A number of entities compete with the Advisers to make the types of investments that the Advisers plans to make for Advisory Clients. Depending on the investment strategy, an Advisory Client of an Adviser competes with public and private funds, commercial and investment banks, commercial financing companies, and business

development companies for investment opportunities. Competition for private credit and broadly syndicated loans has intensified significantly as a result of various factors. Investor demand for private credit and broadly syndicated loans has increased as investors seek higher, more resilient income in an environment where traditional fixed income has not always met return targets and equity volatility has remained elevated. As a result of these new entrants and increased demand for below investment grade debt investments, competition for investment opportunities has intensified, and the Firm expects the trend to continue. Many of the Advisers’ competitors are substantially larger and have considerably greater financial, technical, operational and marketing resources than the Advisers do, which may result in smaller allocations of investment opportunities for certain Advisory Clients. Interest Rate Risk. Interest rate fluctuations may have a substantial negative impact on an Advisory Client. A reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on an Advisory Client’s net investment income. Additionally, an increase in interest rates could decrease the value of any investments an Advisory Client holds with interest rate floors above prevailing rates or those investments earning fixed interest rates, including senior secured debt securities and loans and high yield bonds. An increase in interest rates could also increase an Advisory Client’s interest expense, thereby decreasing its net income. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from an Advisory Client’s performance to the extent it is exposed to such interest rates and/or volatility. If general interest rates rise, there is a risk that the borrowers in connection with portfolio investments in which an Advisory Client holds floating rate loans will be unable to pay escalating interest amounts, which could result in a default under their loan agreement. Rising interest rates, or higher interest rates for an extended period of time, could also cause portfolio investments to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on Advisory Clients to accept payment of interest in kind as opposed to cash from its portfolio investments, which could adversely affect the amount of proceeds available to investors. Concentration Risk. A limited amount of concentration with respect to any particular obligor, private equity sponsor, region or industry is expected to exist. However, repayments of portfolio investments and reinvestment may result in a greater concentration in any one obligor, private equity sponsor region or industry and such concentration would subject investors to a greater degree of risk with respect to defaults by such obligor, and such concentration of the portfolio in any one industry or region would subject investors to a greater degree of risk with respect to economic downturns relating to such industry or region. Geopolitical Risk. Occurrence of global events such as war, terrorist attacks, natural disasters, country instability, infectious disease epidemics, pandemics and other public health issues, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other governmental trade or market control

programs, the potential exit of a country from its respective union and related geopolitical events, may result in market volatility and may have long-lasting impacts on both the U.S. and global financial markets. Additionally, those events, as well as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, secondary trading, credit ratings, inflation, investor sentiment and other factors affecting the value of an Advisory Client’s investments. While the current U.S. administration has signaled a reduced emphasis on regulation, past U.S. administrations supported an enhanced regulatory agenda. Changes in regulation can impose greater costs on certain sectors, including financial services, or otherwise impact the competitive environment for obligors, which could adversely impact us and our clients. During times of political uncertainty, global markets often become more volatile. There also could be a lower level of monitoring and regulation of markets while a country is experiencing political uncertainty, and the activities of investors in such markets and enforcement of existing regulations could become more limited. Markets experiencing political uncertainty could have substantial, and in some periods extremely high, rates of inflation for many years. Geopolitical events can cause supply chain and raw material shortages. These events can also lead to military or other conflicts or sanctions that could adversely impact obligors who are sanctioned persons, are located in a sanctioned country or a country that is involved in a conflict, or who do business with a sanctioned person or country or with a country that is involved in a conflict. Conversely, changes in enforcement priorities could impact the ability or cost of doing business in particular jurisdictions. Inflation and rapid fluctuations in inflation rates typically have negative effects on countries’ economies and markets. Tax laws could change materially, and any changes in tax laws could have an unpredictable effect on both clients and investments. The current U.S. administration has also implemented tariffs, including against certain of the nation’s most significant trading partners, which could lead to supply shortages and higher costs, potentially impacting the profitability of borrowers. There can be no assurance that political changes will not cause clients to suffer losses. In addition, the fiscal and monetary policies of foreign nations, such as Russia and China, may have a severe impact on the worldwide and U.S. financial markets. Growing tensions between the United States and other foreign powers, or among foreign powers, and possible diplomatic, trade or other sanctions could adversely impact the markets. The strengthening or weakening of the U.S. dollar relative to other currencies may, among other things, adversely affect investments denominated in non-U.S. dollar currencies. Military actions, such as the recent wars in Eastern Europe and the Middle East, can disrupt the economy and affect our investments and investors. Sanctions could adversely impact certain obligors that have business dealings with a sanctioned country or a country that is otherwise involved in a conflict. Military actions can be unpredictable and cause second order effects that are difficult to predict or ascertain. Military actions can also cause volatility in prices for raw and finished goods, further social unrest, cause changes in consumer demand, and affect other business conditions.

It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have, and the duration of those effects. U.S. Elections. The outcome of the U.S. presidential, congressional and other elections creates significant uncertainty with respect to the legal, tax and regulatory regime in which we, our affiliates, as well as our clients and their investments, will operate. Changes in the composition of the U.S. government following an election could result in changes to U.S. and non-U.S. fiscal tax and other policies, as well as the global financial markets generally. Any significant changes in economic policy, the regulation of the asset management industry, international trade policy and/or tax law, among other things, could have a material adverse impact on our clients and their investments. General fluctuations in the market prices of securities and interest rates could affect our clients’ investment opportunities and the value of their investments. We and our affiliates could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry. Ongoing disruptions in the global credit markets could affect issuers’ ability to pay debts and obligations on a timely basis. If defaults occur, our clients could lose both invested capital in, and anticipated profits from, any affected investments. Impact of Tariffs on Market Conditions. In April 2025, the current U.S. administration announced sweeping tariffs on imports from dozens of U.S. trading partners, and several countries have announced reciprocal tariffs against the United States. It is unknown how long these tariffs will remain in place, whether they will ultimately be reduced through negotiations, or, potentially, escalate as countries enact retaliatory tariffs and engage in a global trade war. Prolonged reciprocal application of heightened tariffs may create inflationary pressures, dampen economic growth and/or lead to increased unemployment across the globe. The implementation of sweeping tariffs on U.S. imports is likely to exert inflationary pressure on the U.S. economy, as retailers pass along all or a portion of import taxes to consumers through higher prices. Such higher prices may lead to weaking consumer demand for certain products, which may reduce sales volume for that industry and trigger a corresponding reduction in employment in response to lower demand. The performance of an Advisory Client’s investments may be impacted by inflation, either directly or indirectly through systemic price increases in the broader economy. Additionally, substantial declines in product demand create risks of industryspecific or economy-wide contractions in growth. A combination of rising prices, rising unemployment and/or weakening demand could present novel risks for the Partnership and its investments in the form of potential increased market volatility, demand uncertainty, reductions in available credit, increased risk of borrower default, among other risks. The long-term repercussions of these tariffs are yet unknown and any longterm maintenance of such measures or retaliation for current or future U.S. foreign trade policies may limit international trade and adversely impact global economic conditions.

Such actions or events could have a significant adverse effect on the Partnership's business, investments and operations. Inflation/Deflation Risk. Certain investments may be impacted by inflation, such as recent inflation related to global supply-chain disruptions. Recent inflationary pressures have increased the cost of energy, raw materials, labor and all other commodities and inputs, and may adversely affect consumer spending, economic growth and the operations and profitability of these companies. If these companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on loan investments. In addition, any projected future decreases in a companies’ operating results due to inflation could adversely impact the fair value of any loan investment in such company. Risks of Investing in Loans to Middle Market Borrowers. A substantial portion of the underlying issuers are expected to be “middle market companies”. “Middle market loans” are loans issued to obligors that have less EBITDA than issuers of broadly syndicated loans, and middle market loans are typically not broadly syndicated to institutional investors. They share many of the same characteristics as more broadly syndicated loans, including, in some cases, a senior secured position in the company’s capital structure and floating rate interest payments. Middle market loans tend to be privately held and are often not publicly rated. The risks of “middle market loans” include (among others): (i) limited liquidity and secondary market support, (ii) the possibility that earnings of the obligor may be insufficient to meet its debt service, (iii) the declining creditworthiness and potential for insolvency of the borrower of such loan during periods of economic downturn, (iv) the obligor is often a small or mid-size company representing only local or regional interests, (v) spread compression over the reference interest rate available for reinvestment during any period in which prepayments are received and (vi) if subordinated, subordination to the prior claims of other loans or senior lenders. A middle market loan is generally considered speculative in nature and may end up in default for a variety of reasons. A defaulted asset may become subject to either substantial workout negotiations or a restructuring, which may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants with respect to such defaulted asset. In addition, such negotiations or restructuring may be quite extensive, protracted and costly over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on such defaulted asset. The liquidity of a defaulted asset will be limited, and to the extent that a defaulted asset is sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. Loans to middle market businesses generally carry more inherent risks than loans to larger, publicly traded businesses. These middle market companies generally have more limited access to capital and higher financing costs, may be in a weaker financial position, may need more capital to expand or compete, and may be unable to obtain financing from public capital markets or from traditional sources, such as commercial

banks. Middle market businesses typically have narrower product lines and smaller market shares than larger businesses. Therefore, they tend to be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. These businesses may also experience substantial variations in operating results. Typically, the success of a middle market or upper middle market business also depends on the management talents and efforts of a small group of persons. The death, disability or resignation of one or more of such persons could have a material adverse impact on the obligor and its ability to repay its obligations. In addition, middle market and upper middle market businesses often need substantial additional capital to expand or compete and will often have borrowed money from other lenders and may need additional capital to survive any economic downturns. Risks of Below Investment Grade Investments. The portfolio of Advisory Client accounts will consist primarily of non-investment grade loans or interests in noninvestment grade loans. The assets are subject to liquidity, market value, credit, interest rate, reinvestment and certain other risks. In addition, there can be no assurance that the Firm will correctly evaluate the nature and magnitude of the various factors that could affect the value and return of the collateral and purchase collateral that can generate high returns for its Advisory Clients. It is anticipated that the portfolio investments generally will be subject to greater risks than investment grade corporate obligations. These risks could be exacerbated to the extent that the portfolio is concentrated in one or more particular types of investments. Prices of the investments may be volatile and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including but not limited to changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors. Loans and interests in loans have significant liquidity and market value risks since they are not generally traded in organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Because loans are privately syndicated and loan agreements are privately negotiated and customized, loans are not purchased or sold as easily as publicly traded securities. A non-investment grade loan or an interest in a non-investment grade loan is generally considered speculative in nature and may become a “defaulted security” for a variety of reasons. A defaulted security may become subject to either substantial workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions and covenants with respect to such defaulted security. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on such defaulted security. The liquidity for defaulted securities may be limited, and to the extent that defaulted securities are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. Furthermore, there can be no assurance that the ultimate recovery on any defaulted security will be at least equal to the minimum recovery rate used in connection with any

analysis of the notes that may have been prepared for or at the direction of holders of any notes. Risks of Investing in Covenant Lite Loans. A portion of the portfolio investments of Advisory Clients may consist of investments that are “covenant-lite”. “Covenant-lite” loans are those loans for which (i) the underlying loan agreement does not contain any financial covenants or (ii) require the borrower there under to comply with any financial covenants (in each case, excluding any “springing” maintenance covenants for the benefit of a revolving credit facility that may come into effect only after a certain amount of commitment utilization). Covenant-lite loans generally include fewer and/or less restrictive ongoing financial maintenance covenants for the borrower (and may rely primarily on incurrence-based covenants), which can reduce lenders’ ability to monitor the borrower’s financial performance and to require early corrective action when the borrower’s operating results deteriorate. As a result, adverse developments may not trigger a default or other remedy until the borrower’s liquidity position has materially weakened, potentially delaying restructurings and increasing the likelihood of payment defaults, distressed exchanges or bankruptcies. In such circumstances, the value of the loan collateral and the borrower’s enterprise value may decline, which could reduce recoveries and increase losses. In addition, covenant-lite structures may permit borrowers to incur additional indebtedness, transfer assets, pay dividends or make other distributions, or take other actions that may increase leverage and reduce credit quality, all of which could adversely affect the timing and amount of distributions to investors. Risks of Investing in PIK Loans. The portfolio investments of Advisory Clients may include original issue discount (“OID”) instruments and payment-in-kind (“PIK”) interest arrangements, which represents contractual interest added to a loan balance and due at the end of such loan’s term. Because interest payments are capitalized and added to principal rather than paid in cash, the borrower’s debt burden can grow significantly over time. As PIK interest compounds and the principal amount of the loans rise, subsequent interest payments would then be based on the higher principal amount. This results in higher borrowing costs for borrowers and the larger principal balance may increase the risk that a borrower cannot refinance its indebtedness in the future. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt by an Advisory Client of PIK interest will have the effect of increasing its assets under management, which could result in an increase of any management fees that are based on a percentage of assets under management. Additionally, PIK loans will not generate as much cash flow as loans that pay interest entirely in cash, which would limit amounts available for distributions to investors. Risks Related to Developments in Leveraged Loan and Credit Markets. The global economy is subject to significant disruption and risks associated with a general economic downturn or recession are always present. Significant risks for investors exist as a result of credit market volatility and uncertain economic conditions. These risks include, among others, (a) the likelihood that an Advisory Client may find it more difficult to sell any of its assets in the secondary market, thus rendering it more difficult to dispose of such assets if and when it desires to sell them, (b) the possibility that the price at which

assets can be sold by an Advisry Client will have deteriorated from the cost of such investment, (c) the possibility of accelerated prepayments of attractively priced (i.e. the all-in yield), structured or performing assets as a result of increased liquidity and competition in the middle market and upper middle market private debt asset class driven by economic conditions, relative performance, monetary policy or other governmental action or other factors, and (d) the impact of adverse economic conditions on underlying borrowers. The market for a number of financial products, including leveraged loans, is volatile. Disruptions in the credit markets may reduce opportunities for the Partnership to make investments, and may also heighten refinancing risk in respect of maturing loan investments. Any events that slow, delay or reverse economic recovery or cause a deterioration in loan performance generally may affect the returns, if any, to investors or the ability of any Advisory Client to return capital to its investors. Sale of Assets Upon Default on the Notes. The market value of portfolio investments will generally fluctuate with, among other things, general economic conditions, world political events, developments or trends in any particular industry, the conditions of financial markets and the financial condition of the obligors of such collateral. Therefore, if an event of default occurs with respect to the notes, there can be no assurance that the proceeds of any sale of the portfolio investments will be sufficient to pay in full any amounts to various parties. International Investing. Portfolio investments may consist of obligations of obligors organized or incorporated under the laws of a country other than the United States or a state thereof. Investments in the obligations of non-U.S. obligors involve certain special risks related to regional economic conditions and sovereign risks which are not normally associated with investments in the securities of sovereign and corporate obligors located in the United States. These risks may include risks associated with political and economic uncertainty, fluctuations of currency exchange rates, lower levels of disclosure and regulation in foreign securities markets, confiscatory taxation, taxation of income earned in foreign nations or other taxes or restrictions imposed with respect to investments in foreign nations, foreign exchange controls (which may include suspension of the ability to transfer currency from a given country and repatriation of investments) and uncertainties as to the status, interpretation and application of laws. In addition, there is often less publicly available information about non-U.S. obligors than about sovereign and corporate obligors in the United States. Sovereign and corporate obligors in countries other than the United States may not be subject to uniform accounting, auditing and financial reporting standards, and auditing practices and requirements for both foreign public and private obligors may not be comparable to those applicable to U.S. companies. It also may be difficult to obtain and enforce a judgment relating to loans issued by a non-U.S. obligor in a court outside the United States. Also, the economies of individual non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rates of inflation, volatility of currency exchange rates, depreciation, capital

reinvestment, resource self-sufficiency and balance of payments position. Moreover, the economies of certain foreign countries are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. In addition, many of such securities and obligations have lower ratings than comparable U.S. securities and obligations, reflecting a greater possibility that adverse changes in the financial condition of an obligor or in general economic conditions or both may impair the ability of the obligor to make payments of principal and interest which may, in turn, have an adverse effect on payments on the notes. Risks Related to Insolvency and Bankruptcy. Various laws enacted for the protection of creditors may apply to the portfolio investments. The information in this and the following paragraph is applicable with respect to U.S. obligors. Insolvency considerations will differ with respect to non-U.S. obligors. If a court in a lawsuit brought by an unpaid creditor or representative of creditors of an obligor of a collateral, such as a trustee in bankruptcy, were to find that the obligor did not receive fair consideration or reasonably equivalent value for incurring the indebtedness constituting such collateral and, after giving effect to such indebtedness, the obligor (i) was insolvent, (ii) was engaged in a business for which the remaining assets of such obligor constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could determine to invalidate, in whole or in part, such indebtedness as a fraudulent conveyance, to subordinate such indebtedness to existing or future creditors of the obligor or to recover amounts previously paid by the obligor in satisfaction of such indebtedness. The measure of insolvency for purposes of the foregoing will vary. Generally, an obligor would be considered insolvent at a particular time if the sum of its debts were at such time greater than all of its property at a fair valuation or if the present fair saleable value of its assets were at such time less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply in order to determine whether the obligor was “insolvent” after giving effect to the incurrence of the indebtedness constituting the collateral or that, regardless of the method of valuation, a court would not determine that the obligor was “insolvent” upon giving effect to such incurrence. In addition, in the event of the insolvency of an obligor of collateral, payments made on such collateral could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year under U.S. federal bankruptcy law or even longer under U.S. state laws) before insolvency. In general, if payments on portfolio assets are avoidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient (such as Issuers and other Advisory Clients) or from subsequent transferees of such payments (such as the holders of the notes). For example, to the extent that any such payments are recaptured from Issuers, the resulting loss will be borne by the holders of the notes. However, a court in a bankruptcy or insolvency proceeding would be able to

direct the recapture of any such payment from a holder of notes only to the extent that such court has jurisdiction over such holder or its assets. Moreover, it is likely that avoidable payments could not be recaptured directly from a holder that has given value in exchange for its note, in good faith and without knowledge that the payments were avoidable. Nevertheless, since there is no judicial precedent relating to a structured transaction such as the notes, there can be no assurance that a holder of notes will be able to avoid recapture on this or any other basis. Liability Management Transactions. Advisory Clients may invest in debt instruments that become the subject of liability management transactions (“LMTs”) or that are or become the target of aggressive financing maneuvers commonly referred to as “lender-on-lender violence” (or creditor-on-creditor conflict). LMTs are typically complex, non-standard, and often involve purchasing or exchanging debt directly with the issuer or its affiliates and may include features that aim to disadvantage, subordinate, or strip collateral from non-participating lenders, often without their consent. LMTs, particularly exchange offers or consent solicitations, are frequently utilized by issuers to modify or weaken protective covenants in existing debt instruments (e.g., incurring new debt, selling assets, or paying dividends). These transactions, including tender offers, exchange offers, consent solicitations, and private negotiations, are subject to a heightened level of risk that could negatively impact the value of an Advisory Client’s investments. In addition, the obligor and participating creditors may execute transactions (such as “uptier” exchanges, “drop-down” financing, or “J-Crew” spins) that allow the participating lenders to exchange their existing debt for new debt that is higher in payment priority or is secured by collateral that was previously available to all lenders on a pro rata basis. If an Advisory Client’s investment is not included in the superior-ranking debt, its claims will be effectively subordinated, significantly reducing the potential recovery value, especially in a bankruptcy or liquidation scenario. Responsible Investing and ESG Risks. Advisory Clients utilizing responsible investing strategies and environment, social responsibility and corporate governance (ESG) factors may underperform strategies which do not utilize responsible investing and ESG considerations. Responsible investing and ESG strategies may operate by either excluding the investments of certain issuers or by selecting investments based on their compliance with factors such as ESG. These strategies may exclude certain sectors or industries from an Advisory Client’s portfolio, potentially negatively affecting the Advisory Client’s investment performance if the excluded sector or industry outperforms. Responsible investing and ESG are subjective by nature, and the Firm may rely on analysis and ‘scores’ provided by third parties in determining whether an issuer meets the Firm’s standards for inclusion or exclusion. An Advisory Client’s perception may differ from the Firm’s or a third party’s on how to judge an issuers adherence to responsible investing principles. Participation on Creditors’ Committees; Trading Restrictions. The Firm, for and on behalf of Advisory Clients, may participate on committees formed by creditors to negotiate the management of financially troubled companies that may or may not be in bankruptcy or the Firm may seek to negotiate directly with the debtors with respect to restructuring issues. If the Firm does join a creditors’ committee, the participants of the

committee would be interested in obtaining an outcome that is in their respective individual best interests and there can be no assurance of obtaining results most favorable to Advisory Clients in such proceedings. By participating on such committees, the Firm may be deemed to have duties to other creditors represented by the committees, which might expose Advisory Clients to liability to such other creditors who disagree with the Firm’s actions. The Firm may also be provided with material non-public information that may restrict its ability to trade in a company’s securities. While the Firm intends to comply with all applicable securities laws and to make judgments concerning restrictions on trading in good faith, the Firm may cause an Advisory Client to trade in the company’s securities while engaged in the company’s restructuring activities. Such trading creates a risk of litigation and liability that may cause the holders of such securities, including the applicable Advisory Clients, to incur significant legal fees and potential losses. Risks of Investments in Subordinated Debt. Certain Advisory Client investments consist of loans or securities, or interests in pools of securities, that are subordinated or may be subordinated in right of payment and ranked junior to other securities issued by, or loans made to, obligors. If an obligor experiences financial difficulty, holders of its more senior securities will be entitled to payments in priority to Advisory Clients. Some of Advisory Clients’ asset- backed investments also may have structural features that divert payments of interest and/or principal to more senior classes of loans or securities backed by the same assets when loss rates or delinquency exceeds certain levels. This may interrupt the income Advisory Clients receive from such investments, which may lead to Advisory Clients having less income to distribute to their investors. If the obligors are highly leveraged or Advisory Clients invest in securities that are unrated or rated below investment grade, such investments are subject to additional risks, including an increased risk of default during periods of economic downturn, the possibility that the obligor may not be able to meet its debt payments, and limited secondary market support, among other risks. Risks Involved with Loans to Private Companies. Loans to private companies involve a number of particular risks, including risks related to the fact that:

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

these companies may have shorter operating histories, narrower product lines, and smaller market shares than larger businesses, which render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

there may not be as much information publicly available about these companies as would be available for public companies and such information may not be of the same quality; and these companies are more likely to depend on the management talents and efforts of a small group of persons; as a result, the death, disability, resignation or

termination of one or more of these persons could have a material adverse impact on these companies’ abilities to meet their obligations. Fraud or Misrepresentation by Borrowers. Of paramount concern in originating or participating in loans is the possibility of material misrepresentation or omission on the part of the borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans, may adversely impact a underlying borrower’s ability to make payments of interest and/or principal on the loan or to repay the loan, or may adversely affect the ability of an Advisory Client to perfect or effectuate a lien on the collateral securing the loan. The Advisors and their affiliates will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable but cannot guarantee such accuracy or completeness. Borrower Ability to Refinance. A significant portion of an Advisory Client’s assets are expected to consist of loans for which most or all of the principal is due at maturity. The ability of the obligor(s) under such loan to make such a large payment upon maturity typically depends upon its ability to refinance the loan prior to maturity. The ability of an obligor to consummate a refinancing will be affected by many factors, including the availability of financing at acceptable rates to such obligor, the financial condition of such obligor, the marketability of the collateral (if any) securing such loan, the operating history of the obligor and related businesses, tax laws and prevailing general economic conditions. Additionally, middle market and upper middle market obligors generally have more limited access to capital and higher funding costs, may be in a weaker financial position, may need more capital to expand or compete, and may be unable to obtain financing from public capital markets or from more traditional sources, such as commercial banks. Consequently, such obligor may not have the ability to repay the loan, which would result in losses to investors. Significant numbers of obligors are expected to need to refinance their debt over the next few years and if sources of funding do not develop, there could be significant pressure on the ability of obligors to refinance their debt over the next few years, which may cause significant defaults in loan assets could occur and downward pressure on the prices and markets for debt instruments. Distress Events; Counterparty Risk. Advisory Clients are subject to the risk that one of the its banks, brokers, hedging counterparties, lenders, custodians of some or all of its assets or other financial institution fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty, similar to that experienced by Silicon Valley Bank and Signature Bank in March 2023 (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a financial institution experiences a Distress Event, the Advisors and/or an Advisory Client may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Deposits maintained at a Federal Deposit Insurance Corporation insured bank are covered up to $250,000 per depositor, per insured bank, for each account ownership category, in the event of a bank failure. Any deposits over $250,000 in cash at a single bank may be lost in the event that the bank fails and any Distress Event (including with respect to a financial institution where an Advisory Client

does not have any deposits at the time of its failure) may result in uncertainty and destabilizing effect on the an Advisory Client’s operations due to concern regarding the financial viability of any single banking institution. In addition, valuation of companies may experience significant price declines, volatility, and liquidity concerns as a result of shortand long-term financing to continue operations at normal levels. Furthermore, an Advisory Client could be unable to, or choose not to, call capital from its investors until it sets up a new deposit account at a different bank (which could be a time-consuming process and could be prohibited by the terms of such client’ s then-existing credit facilities, if any). If one or more banks used by the investors in the client were to fail, the client or borrower could be similarly unable to, or limited in its ability to, draw capital. The inability to draw capital for any reason could create significant difficulties in funding any near-term obligations in respect of its investments or otherwise. Any Distress Event has a potentially adverse effect on the ability of an Advisor to manage the an Advisory Client, which could result in significant losses. There can be no assurance that any contractual remedies under the agreements with financial institutions in the event of a Distress Event will be successful or avoid losses or delays. Although the Firm seeks to do business with third-party banks and custodians that it believes are creditworthy and capable of fulfilling their respective obligations to the Advisory Clients, the Firm is under no obligation to use a minimum number of third-party banks or custodians with respect to any Advisory Client, or to maintain account balances at or below the relevant insured amounts. Risks Related to Advisory Clients’ Structures Liquidity Risk. Particular investments may be difficult to purchase or sell. During periods of market turbulence or low trading activity, in order to meet Advisory Client withdrawals, it may be necessary for the Firm to sell securities at prices that are less advantageous. Additionally, the market for certain investments may become illiquid independent of any specific adverse changes in the conditions of a particular Issuer. Smaller portfolios may have increased exposure to liquidity risk. Much of the portfolio investments purchased by Advisory Clients will have no, or only a limited, trading market. Investments in illiquid portfolio investments may restrict its ability to dispose of investments in a timely fashion and for a fair price as well as its ability to take advantage of market opportunities. Illiquid portfolio investments may trade at a discount from comparable, more liquid investments. In addition, Advisory Clients may invest in privately placed portfolio investments that may or may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. Even if such privately placed portfolio investments are transferable, the prices realized from their sale could be less than those originally paid by Issuers or less than what may be considered the fair value of such debt obligations. Risks Associated with the Use of Leverage. To the extent that income derived from investments purchased with borrowed funds is greater than the cost of borrowing, overall net income will be greater than if borrowing had not been used. Conversely, if the

income from investments purchased with borrowed funds is not sufficient to cover the cost of borrowing, the overall net income will be less than if borrowing had not been used. The extent to which the gains and losses associated with leveraged investing are increased will generally depend on the degree of leverage employed. Leverage may also be limited with respect to specific securities held in a portfolio due to margin rule considerations. In the event an Advisory Client defaults under a credit facility or other borrowings, its business could be adversely affected as it may be forced to sell a portion of its investments quickly and prematurely at what may be disadvantageous prices in order to meet its outstanding payment obligations and/or support working capital requirements under such borrowing facility, any of which would have a material adverse effect on the such Advisory Client’s financial condition, results of operations and cash flows. Certain defaults may be outside of the control of the Advisory Client, such as certain direct or indirect changes of ownership of the Adviser and/or certain negative performance of the Advisory Client’s investments that are pledged as collateral under the borrowing facility. In addition, following any such default, the agent for the lenders under such borrowing facility could assume control of the disposition of any or all of the Advisory Client’s assets which constitute collateral, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on the Advisory Client’s financial condition, results of operations and cash flows. In addition, an Advisory Client may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life and collateral interests, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on the Advisory Client’s business and financial condition. CLO Securities and Limited Recourse Obligations. CLO equity and debt securities generally are limited recourse obligations of the issuing CLO, typically (i) an exempted company organized with limited liability or other entity organized under the laws of the Cayman Islands, (ii) a Jersey private company limited by shares or (iii) a Delaware statutory trust. These obligations are payable solely from payments received by the CLO issuer in connection with the underlying loans held by the CLO issuer. Moreover, junior interests in a CLO represent economic residual interests in the CLO only. Junior interests in CLOs are not secured. Consequently, holders of CLO securities must rely solely on distributions from the CLO of payments received by the CLO in connection with the underlying loans held by such CLO. If distributions on the collateral are insufficient to pay required fees and expenses, to make payments on CLO debt securities or to pay dividends or other distributions on the CLO junior interests, all in accordance with the applicable priority of payments, no other assets of the CLO issuer or any other person will be available for the payment of the deficiency. Once all proceeds from the collateral have been applied,

no funds will be available for payment or distribution with respect to the CLO securities. Therefore, whether holders of the CLO securities receive repayment or a return on such CLO securities will depend on the aggregate amount of payments and distributions paid with respect to the CLO securities prior to any final redemption date and the amount of available funds on the final redemption date available for distribution to holders of the CLO junior interests. Distributions on CLO Securities Affected by Yield, Maturity, Distributions and other Performance Considerations. The amount of distributions on any CLO security will be affected by, among other factors, the timing of purchases of underlying loans, the rates of repayment of or distributions on the underlying loans, the timing of reinvestment in substitute underlying loans and the interest rates available at the time of reinvestment. The longer the period of time before reinvestment of cash in underlying loans, the greater the adverse impact will likely be on the aggregate interest collected, thereby lowering yields and otherwise affecting performance of the CLO securities. The amount of distributions on CLO securities could also be affected by rates of delinquencies and defaults on and liquidations of the underlying loans, sales of underlying loans and purchases of underlying loans having different payment characteristics. The yield and other measures of performance could be adversely affected to the extent that the CLO issuer incurs any significant unexpected expenses. Illiquidity of CLO Securities. There is no established, liquid secondary market for many of the CLO securities (particularly junior interests) that holding companies in which clients invest will acquire, which are not expected to be registered under the Securities Act of 1933 or the securities laws of other jurisdictions. The lack of an established, liquid secondary market could have an adverse effect on the market value of such CLO securities and the holding companies’ ability to dispose of them. This illiquidity could adversely affect the price and timing of the liquidation of CLO securities to which our clients have exposure, including the liquidation of CLO securities following the occurrence of an event of default under the indenture or in connection with a redemption of the CLO securities. The more senior tranches of CLO securities are typically rated by independent ratings agencies. It is possible that the ratings assigned to the more senior tranches will not accurately reflect the risks of owning those tranches, and the rating agencies could change the manner by which they determine such ratings. The tranches of CLO securities could also suffer rating downgrades, which would negatively impact their value. In many cases, tranches in which our clients invest are unrated; however, a downgrade in more senior tranches could still negatively impact the value of the unrated tranches. CLO Junior Interests Are Susceptible to Complete Loss. Payments of principal of, and interest on, debt issued by CLOs, and dividends and other distributions on junior interests in CLOs, are subject to priority of payments. Junior interests in CLOs are subordinated to the prior payment of all obligations under debt securities. Further, in the event of default under any debt securities issued by a CLO, holders of the CLO’s junior interests generally have no right to determine the remedies to be exercised. To the extent that any elimination, deferral or reduction in payments on debt securities occurs, such

elimination will be borne first by the CLO junior interests and then by the debt securities in reverse order of seniority. Subsequently, the greatest risk of loss relating to defaults on the collateral held by CLOs is borne by the junior interests. To the extent that a default occurs with respect to any collateral and the collateral is sold or otherwise disposed of, it is likely that the proceeds of such sale or other disposition will be less than the unpaid principal and interest on the collateral. Excess funds available for distribution to the owners of the junior interests in a CLO will be reduced by losses occurring on the collateral, and returns on the CLO junior interests will be adversely affected. Investments in CLO junior interests are susceptible to losses of up to 100% of the investments, including losses resulting from changes in the financial rating ascribed to, or changes in the market value or fair value of, the underlying assets of the CLO issuers. Clients’ investments in CLO junior interests represent highly leveraged investments in the underlying loans held by the CLOs. The fair value of these investments could be significantly affected by, among other factors, changes in the financial rating ascribed to the underlying assets of a CLO by financial rating agencies, changes in the market value or fair value of the underlying loans, changes in payments, defaults, recoveries, capital gains and losses, prepayment and the availability, prices and interest rate of underlying assets. Moreover, market developments generally (including, without limitation, deteriorating economic outlook, changes in interest rates, rising defaults and rating agency downgrades) typically affect the fair value of an investment and/or its underlying assets. Negative loan ratings migration and/or an increase in the rate of defaults on loans, could also place pressure on the performance of certain of the investments. Lower rated asset exposure over predefined limits and/or defaults or deferrals of interest payments on underlying loans held in such investments could temporarily or permanently cause cash diversion away from CLO junior interests (the investments) and into the reinvestment of new collateral, and, if significant enough, potential deleveraging of the CLO. We could also decide that holders of CLO junior interests should make follow-on protective investments in such CLOs or that the CLOs should sell underperforming loans to one or more holding companies. The use of cash for such purposes could limit the ability of clients to invest in new originations. In addition, changes in the market value or fair value of the underlying loans could result in defaults under the terms of the CLO that could in turn reduce or halt the distribution of funds to holders of junior interests in the CLO or trigger a liquidation of the CLO. The leveraged nature of CLO junior interests increases the risk that a change in market conditions or the default of the underlying obligor or issuer of underlying loans could result in significant losses. Accordingly, it is possible that holders of junior interests in a CLO will be paid less than in full and could be subject to substantial losses, including a loss of 100% of clients’ investments in such CLO. Interest Rate Risks for CLOs. The underlying loans in a CLO could bear interest at a fixed rate while the CLO securities issued by the CLO issuer holding underlying loans could bear interest at a floating rate (or the reverse could be true). As a result, there could be a floating/fixed rate or basis mismatch between CLO securities and the underlying loans. In addition, there could be a timing mismatch between the CLO securities and underlying loans that bear interest at a floating rate, as the interest rate on the floating rate underlying loans could adjust more frequently or less frequently, on different dates

and based on different indices, than the interest rates on the CLO securities. As a result of such mismatches, an increase or decrease in the level of the floating rate indices could adversely impact the ability of the CLO issuers to make payments on the CLO securities. Resignation or Removal of the Collateral Manager. A collateral manager, including us or one of our affiliates, could be removed or terminated as collateral manager with respect to a CLO in certain circumstances, including the breach of certain terms of the CLO governing documents and the failure to comply with certain financial covenants or ratios applicable to the collateral manager or the CLO. Any transfer of the collateral management functions to another entity could result in reduced or delayed collections, delays in processing loan transfers and information regarding the loans and a failure to meet all of the collateral management procedures required by the applicable collateral management agreement. Such a transfer could result in the collateral manager failing to be in compliance with the U.S. Risk Retention Rules or the Risk Retention Undertakings with respect to the EU/UK Risk Retention Rules or result in a forced transfer of the Retention Interests for little or no value. Consequently, the termination or removal of the collateral manager in any collateral manager could have material and adverse effects on our clients that hold interests in such CLO. Further, if we or one of our affiliates serve as collateral manager, it is possible that first loss interests held by our clients will not have the right to vote with respect to replacement of the collateral manager and other votes relating to events that give rise to a right to remove the collateral manager. CLO Senior Liability Repayment Risk. A CLO generally contains a financial covenant requiring that the ratio of the CLO’s portfolio asset value to its total outstanding securitization liabilities not fall below a specified threshold. If this covenant is breached, the senior tranches of the CLO’s securitization liabilities must be repaid, in order of priority, until compliance with this covenant is restored. This repayment could reduce the return on the first loss interests in the CLO, the type of CLO interest typically held by our clients, and our clients’ returns. While the value of a CLO’s portfolio assets is generally not marked to market for purposes of this covenant, other events or circumstances can cause the carrying value of the CLO’s portfolio assets to be marked down, which could cause the violation of this covenant and trigger repayment of the CLO’s senior securitization liabilities as described above. These events and circumstances in respect of an underlying loan asset include default, the capitalization of interest, acquisition at a discount to par, or its maturity exceeding the stated maturity of the CLO’s securitization liabilities. In addition, a CLO’s assets rated below a specified threshold (typically a rating of CCC+ by S&P Global Ratings or an equivalent rating from Moody’s or Fitch Ratings) can be marked down for purposes of this covenant in the event that CLO’s CCC-rated assets exceed a specified amount. A recession or other period of economic distress increases the likelihood of the foregoing events or circumstances occurring. Accordingly, the increased likelihood of a near-term recession in the United States has increased the risk that our clients’ returns could be negatively affected by the repayment of CLO senior securitization liabilities.

Commitments to Private Funds are Irrevocable. A limited partner’s commitment to a Private Fund or Separate Account is irrevocable, except as otherwise expressly provided in the organizational documentation. An Adviser expects to call capital from limited partners over a period of time, and a limited partner will be required to satisfy its commitment to contribute capital call even if a limited partner’s individual circumstances change. The failure to make requested capital contributions will have significant adverse consequences to the defaulting limited partner. Generally, the general partner may in its discretion take a number of actions against the defaulting limited partner upon any such default, which may result in one or more significant penalties being imposed upon the limited partner, including but not limited to the sale of the defaulting limited partner’s entire partnership interest. No Withdrawal and No Liquidity. An investment in a Private Fund requires the financial ability and willingness to accept significant risk and illiquidity for long periods of time. Limited partners generally will not be able to voluntarily withdraw or redeem any portion of their investment in a Private Fund. Limited partners may receive a return of its capital (excluding the distribution of a Private Fund’s net income, if any) after the end of the applicable reinvestment period and only upon the realization of a Private Fund’s investments. A Private Fund will not make decisions regarding the disposition of any portfolio investment based on any limited partner’s desire for withdrawal or redemption, nor be obligated to sell, realize or otherwise dispose of any portfolio investment, borrow any funds, create a borrowing base deficiency under any credit facility of a Private Fund, cease making investments, or reduce reserves in order to make distributions to limited partners. Investments in Private Funds Have Restrictions on Transfer. The interests in a Private Fund will not be registered under the Securities Act of 1933 or under the securities laws of any applicable jurisdiction. Therefore, the interests are not transferable except with the consent of the applicable general partner, which may be withheld by the general partner in its sole discretion, and are subject to the terms and conditions of the applicable partnership agreement. There is no public market for the interests in Private Funds and none is expected to develop. The general partner is under no obligation to facilitate or approve transfers of interests in a Private Fund and may reject transfers for any reason. To the extent that a general partner has discretion over a secondary transfer of interests in a Private Fund pursuant to the partnership agreement and subject to any restrictions therein, the general partner may identify a limited number of persons to potentially acquire the interest being transferred, including investors in one or more other funds managed by the Firm, and may take into consideration a variety of factors as it deems necessary in exercising its discretion with respect to a secondary transfer of interests in such Private Fund.

Material Relationships or Arrangements with Industry Participants

JFG and MassMutual. The JF Investors (as described in Item 4) are large and complex organizations with many affiliates involved in the financial industry. JFG provides clients with capital markets and financial advisory, institutional brokerage, securities research, and asset management services. JFG also provides trade execution in equity, high-yield and international securities for institutional investors and high net worth investors. JFG may act as an adviser or sub-adviser, including as a restructuring advisor or financial advisor, to companies whose securities or loans are acquired by Advisory Clients, or to other interested parties, such as bondholders, equity holders, creditors’ committees and potential purchasers. As a result, officers, directors, employees, representatives, agents or affiliates of the Investment Adviser may possess information relating to client assets that is not known to the individuals at the Investment Adviser responsible for monitoring the assets and performing the other obligations under the applicable governing documents. MassMutual provides financial products such as life insurance, disability income insurance, long term care insurance, retirement/401(k) plan services, and annuities. Major affiliates include Barings LLC and Haven Life Insurance Agency. Investment adviser affiliates of MassMutual, such as Barings, compete with the investment advisory business of the Firm.

Apex and ACH. Each of Apex and ACH provides portfolio management services to certain Issuers and has discretion over Issuers each manages. Issuers are parties to their respective investment management agreements with Apex or ACH. Apex and ACH receives fees from Issuers for its services. Each Apex and ACH is subject to supervision and control by the Investment Adviser and is a Relying Adviser in reliance upon the SEC’s staff’s no-action letter to the American Bar Association dated January 18, 2012, which was subsequently confirmed in the SEC’s Investment Advisers Act Release IA-4509. Jefferies Credit Partners. JCP provides portfolio management services to certain Issuers, Private Funds and Separate Accounts. JCP has discretion over any Issuers, Private Funds or Separate Accounts it manages and is party to investment management agreements with each applicable Issuer, Private Fund and Separate Account. JCP receives fees for its services from the Issuers, Private Funds and Separate Accounts that it manages. JCP is subject to supervision and control by the Investment Adviser and is a Relying Adviser in reliance upon the SEC’s staff’s no-action letter to the American Bar Association dated January 18, 2012, which was subsequently confirmed in the SEC’s Investment Advisers Act Release IA-4509. Administrative Agency. The Investment Adviser serves as administrative agent and collateral agent to various loan syndicates (including syndicates in which both Advisory Clients and third parties are bank and non-bank lenders) and, in that capacity, engages in loan servicing and provides other administrative services to borrowers and lenders (in such capacity, “JFIN Agency”). JFIN Agency receives or will receive fees in connection with such services. Generally, any such loan servicing or administration or similar fees received by JFIN Agency from or with respect to portfolio companies in which Advisory Clients invest will not be shared with and will not be offset against management fees or other amounts payable by such Advisory Clients. Jefferies Credit Partners Europe Limited. Jefferies Credit Partners Europe Limited (“JCP Europe”) is a wholly-owned subsidiary of JCP and is a newly formed investment adviser that intends to provide portfolio management services in connection with the investment of senior secured loans of European borrowers. JCP Europe is a registered as a MIFIDPRU investment manager in the United Kingdom and is an SECregistered investment adviser with the SEC. Jefferies Credit Management LLC. Jefferies Credit Management LLC (“JCM”) is an indirectly subsidiary of the Investment Adviser and provides portfolio management services to certain Issuers, Private Funds and business development companies. JCM has discretion over any Issuers, Private Funds or business development companies it manages and is party to investment management agreements with each applicable Issuer, Private Fund and business development company. JCM receives fees for its services from the Issuers, Private Funds and business development companies that it manages. JCM is an SEC-registered investment adviser with its SEC.

Conflicts of Interests General Conflicts of Interest The Firm is subject to various actual and potential conflicts of interest, including, but not limited to, those described in this Brochure, which it attempts to identify, monitor and mitigate. Further, the Firm has implemented policies and procedures reasonably designed to ensure its Advisory Clients are treated fairly and equitably over time. Finally, the Firm believes that it is effectively aligned with its Advisory Clients through the economic structures of Advisory Client accounts as well as the Firm having co-investments alongside many Advisory Clients. The Firm believes that these factors, together with its commitment to put investors first, effectively mitigate the risks associated with such conflicts of interest. Conflicts Related to the Activities of Jefferies Financial Group Inc. and its Subsidiaries As a diversified global financial services firm, Jefferies Financial Group Inc. and its subsidiaries (collectively, “JFG”) engages in a broad spectrum of activities, including investment banking and capital markets, asset management and direct investing. JFG’s strategy focuses on strengthening and expanding its core businesses of investment banking and capital markets and asset management, while continuing to simplify its structure and return capital to its stockholders. In the ordinary course of its business, JFG is a full-service investment banking and financial services firm and therefore engages in activities where JFG’s interests or the interests of its clients may conflict with the interests of any Advisory Client. A. Trading and Principal Investing Activities JFG will generally conduct its sales and trading businesses, publish research and analysis, and render investment advice without regard for any Advisory Client’s holdings, although these activities could have an adverse impact on the value of one or more of the Advisory Client’s investments, or could cause JFG to have an interest in one or more portfolio investments that is different from, and potentially adverse to any Advisory Client. JFG’s sales and trading, financing, and principal investing businesses have acquired or invested in, and in the future may acquire or invest in, minority and/or majority control positions in equity or debt instruments of diverse public and/or private companies. Such activities may put JFG in a position to exercise contractual, voting, or creditor rights, or management or other control with respect to securities or loans of portfolio companies or other issuers, and in these instances JFG may, in its discretion and subject to applicable law, act to protect its own interests or interests of clients, and not the Advisory Client’s interests. B. Investment Banking Activities JFG advises clients on a variety of mergers, acquisitions and financing transactions. JFG may act as an advisor, placement or agent or selling agent to clients,

including other investment funds that may compete with Advisory Clients with respect to investments in portfolio companies in which an Advisory Client has invested or may invest. JFG may give advice and take action with respect to any of its clients or proprietary accounts that may differ from the advice given, or may involve an action of a different timing or nature than the action taken, by an Advisory Client. JFG may give advice and provide recommendations to persons competing with an Advisory Client or its portfolio companies that are contrary to an Advisory Client’s best interests and/or the best interests of any of their portfolio companies. JFG owes no duties to any Advisory Client. JFG could be engaged in financial advising, whether on the buy-side or sellside, or in financing or lending assignments. An Advisory Client may make investments in portfolio companies in transactions that JFG could be engaged as a financial adviser and earning significant fees that are contingent on closing. In certain cases, the closing of an acquisition may be contingent on the buyer obtaining financing or the purchase price of an acquisition may be higher if the buyer is able to obtain favorable financing terms. This creates a conflict of interest between JFG acting as sell-side advisor and an Advisory Client, as JFG has no duty to act in the best interests of any Advisory Client and has a financial incentive to ensure that closing occurs and at the highest price possible. Additionally, these arrangements could result in JFG’s determining in its discretion or being required to act exclusively on behalf of one or more third parties, which could limit the Adviser’s ability to transact with respect to one or more existing or potential investments. JFG may have relationships with third-party funds, companies or investors who may have invested in or may look to invest in investments held by Advisory Clients, and there could be conflicts between the best interests of an Advisory Client, on the one hand, and the interests of a JFG client or counterparty, on the other hand. JFG’s investment banking professionals may introduce a potential portfolio company to the Adviser that requires financing to complete an acquisition transaction (or otherwise). In connection with any originated investment that is sourced by JFG, JFG will receive a finder’s fee to the extent permitted by applicable law payable by the Adviser or its affiliates. Such fees received by JFG do not offset or reduce the management fee. As a result of such fees, JFG has an incentive to source investments for the Adviser to approve for its Advisory Clients regardless of whether such investments satisfy any investment criteria. JFG may provide investment banking services to competitors of portfolio companies, as well as to private equity and/or private credit funds or other business development companies that compete with the Adviser and the Advisory Clients; such activities may present JFG with a conflict of interest vis-à-vis the Advisory Clients and its investments. The Advisory Client’s portfolio companies may engage JFG to perform investment banking services, including advice on valuing, structuring, negotiating and arranging financing for certain transactions, and JFG may also earn fees in connection with consummated or unconsummated transactions. Such investment banking fees earned by JFG do not offset or reduce the management fee payable to the Adviser. These services

may also include JFG entering into interest rate swaps with portfolio companies, which would make JFG a secured creditor in any insolvency proceeding of such portfolio company. In such situations, JFG will generally receive fees based on the prevailing market rates for such services upon the consummation of the investment banking transaction for which it was retained. JFG will not share these fees with the Adviser or the Advisory Clients. JFG may also make interest-bearing loans to portfolio companies of an Advisory Client and may act as agent in connection with the placement or syndication of their indebtedness, and would earn fees in connection with any such transaction. Such fees would not be shared with any Advisory Client or offset any management fees payable to the Adviser. JFG may provide a broad range of financial services to companies in which any Advisory Client invests, including strategic and financial advisory services, interim acquisition financing and other lending and underwriting or placement of securities, and JFG generally will be paid fees (that may include warrants or other securities) for such services. JFG may also receive fees in connection with financing transaction in which an Advisory Client participates. JFG will not share any of the foregoing interest, fees and other compensation received by it with Advisory Clients, and the management fee payable to the Adviser will not be reduced thereby. JFG may be engaged to act as a financial advisor to a portfolio company in connection with the sale of such company, or subsidiaries or divisions thereof, may represent potential buyers of businesses through its mergers and acquisition activities and may provide lending and other related financing services in connection with such transactions. JFG compensation for such activities is usually based upon realized consideration and is usually contingent, in substantial part, upon the closing of the transaction and any such compensation, if received, will not reduce any management fee. Conflicts Related to Client Relationships and Investment Origination JFG has existing and potential relationships with a significant number of corporations, institutions and individuals. The origination of new investment opportunities is dependent on the relationships that JFG has with its existing clients, including private equity sponsors. JFG serves as a strategic partner to private equity firms through the entire lifecycle of buying, growing, and selling their portfolio companies. Through these client relationships that have been developed across the platform, and the related financing opportunities that may be generated, the Adviser may from time to time source new investment opportunities. However, certain conflicts of interest may arise. For example, JFG may have an incentive to refer a prospective borrower to the Adviser for financing by the Partnership in order to improve JFG’s relationship with that prospective borrower, for JFG to earn fees on the financing transaction or in connection with other advisory services, to generate new business or new clients, or otherwise. JFG will also earn an origination fee on any investment that is sourced by JFG and acquired by an Advisory Client. The Adviser will be solely responsible for determining whether any potential opportunity referred to it by JFG is appropriate for any Advisory Client. Additionally, in providing services to its clients JFG may face conflicts of interest with respect to activities

recommended to or performed for such clients, on the one hand, and an Advisory Client or the portfolio companies in which an Advisory Client invests, on the other hand. The Investment Manager relies on JFG to source investment opportunities for its Advisory Clients. JFG may offer its clients products or services that compete with private credit loans, such as broadly syndicated loans, high yield bonds, bridge financings or direct equity investments. In each of these cases, the alternative investment opportunities would not be offered to the Advisory Clients. The types of products offered by JFG will be driven by various market factors that are outside of the Adviser’s control, and there is no assurance that the origination of investment opportunities will continue on a pace consistent with historical practice. Additionally, any adverse business, legal, regulatory, reputational or other effect on JFG that negatively impacts its relationships with its clients may have an adverse impact on the Adviser’s ability to source investment opportunities for its Advisory Clients. Therefore, the performance of the Advisory Clients is subject to the risks related to JFG’s overall business. Conflicts Related to Other Activities of the Advisers and their Affiliates The Advisors and their respective affiliates have organized and manage a broad investment platform encompassing existing and future funds, accounts and other investment vehicles sponsored, manages, sub-managed, advised or sub-advised by the Advisors or one or more of its affiliates, some of which have or may have investment objectives, policies or mandates that directly or indirectly overlap with potential investments to be made by an Advisory Client and which may own securities or other investments of the same class, or which are the same type, as an Advisory Client’s portfolio investments. It is expected that certain personnel responsible for managing the Advisors will oversee the activities of other Advisory Clients and the other business activities of the Advisors and its affiliates. Conflicts of interest exist in allocating the time, services and functions of these personnel. In addition, Advisory Clients will not have a dedicated portfolio manager that receives a material portion of his or her compensation from the performance of such Advisory Client. The Advisers, their affiliates and their principals and personnel are in no way prohibited from spending, and intend to spend, substantial business time in connection with other businesses and activities, including, but not limited to, managing investments, advising or managing vehicles or accounts whose investment objectives are the same as or overlap with those of an Advisory Client, participating in actual or potential investments of the these other businesses, providing consulting, structuring or financial advisory services, including with respect to actual, contemplated or potential investments, or acting as a director, officer or creditors’ committee member of, adviser to, or participant in, any corporation, fund, trust or other business entity. The Advisers and their affiliates will receive fees or other compensation from third parties for any of these businesses or activities, and such fees and compensation shall be for the benefit of their own account and will not be subject to set-off against management fee compensation unless expressly set forth in the applicable governing documentation. Such fees and compensation may relate to actual, contemplated or potential investments of an Advisory Client and may be

payable by any person in which an Advisory Client, directly or indirectly, has invested or contemplates investing. The Advisers, their respective affiliates and their principals and personnel shall be free, in their sole discretion, to make recommendations to others, or effect transactions on behalf of themselves or for others, including but not limited to the other Advisory Clients, which may be the same as or different from those recommended or effected with respect to any other Advisory Client, or offer certain investments to clients or accounts that it or they manage or advise concurrently with any Advisory Client. Thus, circumstances and situations may arise in which potential investment opportunities satisfy the investment objectives of existing and future Advisory Clients. Conflicts Related to Loan Origination Activities and Transaction-Related Fees, Interest Income and Syndication Fees In connection with investments made by an Advisory Client, the Investment Manager and/or its affiliates may receive origination, commitment, arrangement, documentation, structuring, facility, monitoring, amendment, refinancing, administrative agent and/or other fees from portfolio investments in which an Advisory Client invests or proposes to invest. The Investment Adviser or one of its affiliates may also earn commitment fees and/or upfront fees, as well as interest, on any position that it holds on a proprietary basis and not allocated to any Advisory Client. The Investment Adviser or one of its affiliates may also earn interest on any loans that it or its affiliates consummates on behalf of any Advisory Client for the period that it remains lender of record, and such interest is not passed on to Advisory Client for such period, nor does it reduce or offset the management fee. This may occur during the short window of time between the time that the Investment Adviser or one of its affiliates originates a loan and before it subsequently transfers the loan to an Advisory Client. Additionally, the Investment Adviser or one of its affiliates may earn unused line fees, ticking fees, commitment fees or any similar type of fee on unfunded commitments that it retains on a proprietary basis, including with respect to unfunded delayed draw commitments that it retains with the intention of transferring any funded delayed draw term loans thereunder to one or more Advisory Clients. The potential for the Investment Adviser and its affiliates to receive such economic benefits creates conflicts of interest as the Investment Adviser and its affiliates have an incentive to invest in portfolio investments that provide such benefits. Similarly, the Investment Adviser and its affiliates could be incentivized to waive certain fees in connection with a refinancing in order to receive certain fees in the new transaction, including when the Partnership and/or other accounts advised by the Investment Adviser and its affiliates can participate in the original or refinanced investment, or both. Certain benefits received by the Investment Adviser and its affiliates in connection with their services related to portfolio companies or transactions are typically not partially or fully offset against management fees payable by Advisory Clients. Certain categories of fees, such as agent fees, interest income or any fees earned as part of

proprietary investments, are generally not offset against management fees or are offset for certain funds managed by the Investment Adviser or its affiliates and not others.. Whether an economic benefit received in connection with a transaction related to a portfolio investment is deemed to be of the type that is fully, partially or not offset against management fees requires judgment, which creates a conflict of interest between the Advisory Clients and the Investment Adviser. Additionally, because affiliates of the Investment Adviser are often heavily involved in negotiating such transactions, they have an incentive to structure such transactions to generate the types of fees that would not be offset or only partially offset against management fees. In the event these benefits are only partially or not at all offset against management fees, the Investment Adviser and its affiliates will receive higher total compensation than they would in a compensation structure that does not contain deal-related compensation or for which such compensation is fully offset. As such, the Investment Adviser and its affiliates have a financial incentive to originate investments other than the incentives associated with a management fee and a performance payment. In some cases, an excess portion of an asset will be held by a non-advisory account by the Investment Adviser or its affiliates. When such excess portion of an asset is sold to third parties, the Investment Adviser and its affiliates are permitted to receive a fee or profit. Such fee or profit is not offset against management fees. Thus, the Investment Adviser and/or its affiliates may have an incentive to find larger deals in order to generate such transaction fees and profits. Further, such fees or profits may create an incentive for the Investment Adviser and/or its affiliates to sell a larger portion of a loan to third parties (thereby reducing an Advisory Client’s share of such loan) than it would in the absence of such fees. Further, the Investment Adviser and/or its affiliates may receive fees in connection with committing to and syndicating loans and are often permitted to retain such fees. As a result, the Investment Adviser has an incentive to commit to loans and syndicate more of such loan to third parties than it would in the absence of such fees. In such cases, it is possible that an Advisory Client will receive a smaller indirect allocation of a loan than would be desirable for it. Nonetheless, the Investment Adviser believes that in the long term, such activities are integral to the efforts to secure the best investment opportunities for the Firm’s Advisory Clients. Conflicts Related to Investment Activities The Investment Adviser and its affiliates intend to co-invest with Advisory Clients on a proprietary basis in many or all of an Advisory Client’s investments, including by holding all or a portion of a revolving credit facility or delayed draw term loan commitments. The Investment Adviser may also make investments in term loans and other debt or equity investments alongside Advisory Clients. The Investment Adviser will receive interest and fees in connection with such co-investments that, and such compensation will not offset any management fees that would be payable by any Advisory Client. Such co-investment gives rise to conflicts of interests, even if the co-investors invest proportionally in the same

type of loans and/or securities. The Investment Adviser and its affiliates holding such positions may receive different economics than Advisory Clients, and such economics are not passed to the Advisory Clients and are generally not offset against management fee income. The Investment Adviser and its affiliates holding such proprietary positions may also take actions or agree to consents or waivers in their status as a lender that could be adverse to the interests of lenders thereof, including the any Advisory Clients. The Investment Adviser and/or its affiliates may be engaged by portfolio companies for various types of transactions, including without limitation incremental financing transactions or refinancing transactions. The proceeds of such financing transactions could be used to, among other things, repay, redeem, or otherwise benefit the Investment Adviser or its affiliates or one or more Advisory Clients. However, such financing transactions that repay portfolio investments held by an existing Advisory Client may result in a loss of income associated with such portfolio investment, and there are no assurances that such Advisory Client will be offered the opportunity to or will be able participate in such refinancing transaction at the same or any level. The Investment Adviser and/or its affiliates would be compensated in connection with such transaction. Accordingly, there is a conflict of interest between the Investment Adviser and its affiliates, on the one hand, and certain Advisory Clients that hold pre-existing investments in a portfolio company, on the other hand. Conflicts Related to Investment Allocations The Firm and its affiliates have existing and potential relationships with, and provide services to, many entities and client accounts. In providing services to multiple Advisory Clients, the Firm and its affiliates face conflicts of interest with respect to activities recommended to or performed for such clients. The Firm and its affiliates currently manage clients with similar and/or competing investment objectives. In providing services to its Advisory Clients, the Firm and its affiliates have obligations to other Advisory Clients or investors in those other client entities, the fulfillment of which could be inconsistent with the best interests of the other Advisory Clients. As a result, the Firm faces conflicts in the allocation of investment opportunities among its various Advisory Clients. The Firm and its affiliates seek to allocate investment opportunities among eligible clients and accounts in a manner that is consistent with its investment allocation policies then in effect and with applicable laws, rules and regulations. There can be no assurance, however, that the application of such allocation policies and procedures will result in the allocation of a specific investment opportunity to the any particular Advisory Client or that any particular Advisory Client will participate in all investment opportunities falling within its investment objective or be allocated its investment interest. For example, certain investments for borrowers in the “upper middle market”, which the Firm generally defines as companies with more than $75 million of annual EBITDA (as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items) at the time of initial investment, may be more appropriate for Advisory Clients that target these particular investments. Similarly, investments in “broadly syndicated loans” are expected to be allocated to Advisory Clients managed by Apex and ACH. As a result,

Advisory Clients may not participate in investments that may otherwise satisfy its investment objective. Conflicts Related to Valuation of Portfolio Investments Many of the portfolio investments will take the form of loans that are not publicly traded. The fair value of loans that are not publicly traded may not be readily determinable, and an Advisory Client will value these loans at fair value as determined in good faith by the applicable Adviser in accordance with its valuation policy, including to reflect significant events affecting their value. The types of factors that an Adviser may take into account in determining the fair value of loans generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a borrower, the nature and realizable value of any collateral, the borrower’s ability to make payments and its earnings and discounted cash flow, the markets in which the borrower does business and other relevant factors. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, the Adviser’s determinations of fair value may differ materially from the values that would have been used if a ready market for these loans existed. The Advisers have wide-ranging authority on the determination of permanent impairment with respect to investments, and the criteria used by an Adviser or its affiliates in valuing an investment, or determining whether an investment is permanently impaired, have the potential to be subjective, to be influenced by market information and other factors and to vary over time. “Permanent impairment” is not a defined term under legal or accounting principles, and any determination as to whether a portfolio investment has suffered a permanent impairment is determined in the discretion of the Adviser and its view of the relevant facts and circumstances. There can be no assurance that a third party or investor would agree with the substance or timing of any determination that an investment has declined in value or is permanently impaired. In making any valuation or permanent impairment determination, the Adviser is entitled to make its own good faith determination taking into account all facts and circumstances it deems relevant, subject to its valuation policy. Such determinations may have a direct impact on the amount of management fees payable by the Advisory Client to the Adviser. As such, the Adviser has certain conflicts of interest when making such a determination and may specifically be incentivized to delay or avoid writing off assets in order to receive higher management fees. As a general matter, the standards for determining permanent impairment are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Determinations of fair market value will, however, account for partial or temporary declines in value. Conflicts Related to New Advisory Clients and Seed Transactions In some cases, the Firm will cause a new or existing client to purchase a portion of an existing client’s positions (including for the purpose of seeding a new investment fund or account) when the Firm believes that the existing client can benefit

from the sale. A client, for example, can benefit through greater diversification, certain tax considerations or the ability to use sale proceeds to originate or acquire additional loans. The purchasing client, conversely, can benefit from quicker deployment of capital, the establishment of a portfolio that includes a variety of positions and certain other tax considerations. Pricing for these transactions will generally be at the current mark as determined in accordance with the Adviser’s valuation policy. Typically, the loans as a whole are transferred as a package and the pricing will be for the entire portion transferred, though certain positions may be excluded for regulatory, tax, performance or any other reason as determined by the applicable Adviser. Since the transaction is contemplated as part of a bulk sale, the Firm may not offer individual loans to existing Advisory Clients as the investment opportunity is for the entire loan portfolio. In cases where approval of a client or third party is necessary for such a transaction, and the transaction is rejected in whole or in part, or where only a portion of a loan is permitted or appropriate to be transferred, the Adviser can seek to sell the loan interests (or the rejected or excluded portions) to a third party if it determines that such a sale is in the best interest of the selling client and appropriate value would be received through a third party sale. Conflicts Related to Capital Stack Conflicts The Investment Adviser, an affiliate thereof or an Advisory Client may, as part of related or unrelated transactions, invest in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company’s capital structure or in an affiliate of such portfolio company. For example, it is expected that the Investment Adviser or Issuer managed by the Investment Adviser will hold unfunded commitments (e.g., revolving credit facilities) whereas certain other Advisory Clients will hold the funded term loans. Unfunded commitments and funded loans may have different economic or other terms, which could lead to a potential conflict of interest. To the extent an Advisory Client holds investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority or maturity) than those held by the Investment Adviser, an affiliate thereof or any other Advisory Client, the Investment Adviser or other Adviser may be presented with decisions when the interests of the two (or more) co-investors are in conflict. If a portfolio company in which an Advisory Client has an equity or debt investment and in which the Investment Adviser, an affiliate thereof or other Advisory Client has an equity or senior debt investment elsewhere in the portfolio company’s capital structure, becomes distressed or defaults on its obligations under the private credit investment, the Firm may have conflicting loyalties between itself, its investors and those of the Advisory Clients for which it manages. In that regard, actions may be taken for the Investment Adviser or one Advisory Client that are adverse to another Advisory Client, or actions may or may not be taken by use due to the Investment Adviser’s or Advisory Client’s investment, which action or failure to act may be adverse to the other Advisory Client. The following conflicts could arise in such situations: (i) enforcement of rights or determination not to enforce rights by the an Adviser on behalf of its Advisory Clients may have an adverse effect on the interests of its affiliates or related persons or other Advisory Clients of the Firm, and vice versa, (ii) the Firm may have an incentive to invest client assets in the issuer to either facilitate or

obtain preferable terms for a proposed investment by one of the other Advisory Clients, affiliates or related persons in such issuer, or (iii) the Firm may have an incentive to preserve or protect the value or rights associated with an existing economic interest of a client, affiliate or related person in the issuer, which may have an adverse effect on the interests of other Advisory Clients. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initial restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If a portfolio company becomes troubled, one Advisory Client might arguably be best served by a liquidation that would result in its debts being paid, but leave nothing for the Investment Adviser or other Advisory Clients, or vice versa. Additionally, if the Investment Adviser or certain Advisory Clients were to co-invest with a third party in a restructuring of a portfolio company where other Advisory Clients and/or the Investment Adviser holds an investment, a conflict exists between the pre-restructuring and post-restructuring investors. Similarly, additional capital could be infused into a company in workout, and that additional capital could have certain advantageous features as compared with then-existing capital. In those circumstances, the Firm may take steps to reduce the potential for adversity between itself on a proprietary basis and between or among Advisory Clients, including causing Advisory Clients to take actions that, in the absence of such conflict, it would not take, such as (A) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security-holders), (B) divesting investments or (C) otherwise taking an action designed to reduce adversity. The Firm has compliance procedures in place to address situations where the investment professionals involved are also directly involved in managing other whose competing interests with respect to a particular investment. In these circumstances, the Firm’s compliance personnel have broad discretion in designing new compliance restrictions, and the Firm’s chief compliance officer may (i) introduce informational barriers between individuals or sub-groups within the firm, (ii) create separate teams of investment professionals to advocate exclusively on behalf of or represent the interests of the one Advisory Client and another Advisory Client (or the Investment Adviser, as the case may be), as applicable, in any contemplated action in respect of such issuer, or (iii) take such other remedial actions, or establish such additional compliance procedures, as the chief compliance officer, in his sole and absolute discretion, determines appropriate. For the avoidance of doubt, any such remedial actions or additional procedures will be established and introduced by the chief compliance officer without prior notice to, or approval from, the Firm’s control persons. Conflicts Related to Differing Investment Positions in Workouts When a company encounters financial problems, the terms of a workout will often raise conflicts of interest (including conflicts over proposed waivers and amendments to debt covenants), because different accounts could hold different positions in the

company’s capital structure. For example, a senior debt holder would likely be advantaged by a company liquidation in which such holder was paid in full, while a junior debt holder or an equity holder would likely prefer a reorganization that provides for the potential to create more long term value for such holders. When a company goes through a restructuring, different conflicts of interest are raised. For example, if a client were to invest in a restructuring of a portfolio company where another client account holds an investment, a conflict exists between the pre-restructuring and post-restructuring investors. Similarly, additional capital could be infused into a company in a workout, and that additional capital could have certain preferred features compared to then-existing capital. In a typical workout, junior positions in the capital structure could find the value of their investment severely diminished or even worthless, as the focus of the business shifts to the part of the capital structure that is “in the money”. Our decisions as to a workout could have different impacts on different clients depending on the type of interests the clients hold and/or acquire in connection with the workout. We seek to handle these capital stack conflicts, whether in the context of workouts or not, in a manner that benefits our clients, taken as a whole. Conflicts Related to Principal and Cross Trades From time to time, Advisory Clients may engage in transactions, including transactions not specifically described herein, with other funds or entities affiliated with or advised by the Firm. Such transactions may involve several different types of activities, including but not limited to the purchase or sale of all or part of a portfolio investment, asset or class of assets in the Advisory Client’s portfolio. Advisory Clients are permitted to enter into cross trades, that is, to purchase investments from and/or sell investments to other Advisory Clients or affiliates of the Investment Adviser, and to enter into principal transactions, that is, to purchase investments from or sell investments to the Investment Adviser or its affiliates, in each case, subject to certain procedures and requirements. For certain Advisory Clients, the Investment Adviser or one of its affiliates will originate investments on behalf of the Advisory Client and sell or assign the investment to the Advisory Client shortly or within a certain period of time after the closing of the underlying investment. Therefore, it is contemplated that for certain Advisory Clients substantially all of its investments will be in the form of principal trades with the Investment Adviser or its affiliates. Any investment by the Investment Adviser or its affiliates on behalf of advisory clients and any related disposition will be consistent with applicable law, the Investment Adviser’s (and any such affiliate’s) fiduciary obligations to act in the best interests of its advisory clients, and such clients’ investment objectives. Some of the conflicts of interest raised by these transactions, such as crosstrades, are particularly acute, and the Firm has the option to seek independent consent or other conflicts resolution for transactions of this nature. However, except as required by applicable law, the Firm shall not be obligated to follow such conflict resolution procedures in certain circumstances, such as when there is a recent arm’s-length transaction that establishes market terms.

Conflicts Related to CLO Refinancing Certain of our clients own all or a portion of the equity tranches of CLOs. Certain other clients and/or third parties typically own other more senior or more junior tranches in such CLOs. Since CLOs have leverage embedded in their structures, these CLOs are subject to the financial risk of leverage, including fluctuations in interest rates and downturns in the economy. Accordingly, a conflict of interest could arise in the event we refinance any CLO. A refinancing that benefits the returns of the junior equity tranches of a CLO could adversely affect the returns of the senior equity tranches and vice versa. Conflicts Related to Waiving Certain Fees and Other Amounts The Advisers generally have discretion to waive fees or other payment amounts that would be payable by a borrower (or equivalent) to an Advisory Client, including in the case of refinancings, distressed investments, work-outs, restructurings and similar circumstances. For example, an Adviser may elect to waive call premium that would otherwise be payable to an Advisory Client if in its determination that doing so is in the best interests of its Advisory Clients. In such cases, investors will not receive the benefit of any such fees with respect to such amounts. Additionally, the Advisers may elect to defer interest payable on a portfolio investment in connection with a workout or restructuring. The waiver of such fees may give rise to potential conflicts of interest between an Advisory Client on the one hand, and the Adviser and/or its affiliates or other capital sources participating in a work-out, restructuring or similar transaction. Conflicts Related to Allocation of Expenses Any expenses that are incurred on behalf of one or more Advisory Clients will be allocated among the Advisory Clients in a manner that is in accordance with the applicable Adviser’s expense allocation policy. However, expense allocation decisions will involve potential conflicts of interest (e.g., an incentive to favor accounts that pay higher incentive compensation, or conflicts relating to different expense arrangements with certain clients). Under its current expense allocation policies, the Firm generally expects to allocate transaction-related expenses, including common research expenses, among Advisory Clients pro rata based on the size of the investment to which the expense relates, or in some other manner which the Advisers determines is in accordance with their expense allocation policies. Under the expense allocation policy, however, the Advisers retain the right to use other methods to allocate certain common expenses among the Advisory Clients if it deems another method more appropriate based on, for example, relative use of the product or service, the nature or source of the product or service, the relative benefits derived by the Advisory Clients from the product or service, or other relevant factors. Nonetheless, investors should note that the portion of a common expense that the Advisers allocates to Advisory Clients for a particular product or service may not reflect the relative benefit derived by the Advisory Client from that product or service in any particular instance. Since the Firm’s expense allocations often depend on inherently subjective determinations, expense allocations made by the Firm will be final and binding on its Advisory Clients. For the avoidance of doubt, to the extent that a particular expense is borne partially by an

Adviser and partially by one or more Advisory Clients of the Adviser, during any particular fiscal year, to simplify administration the Adviser may pay more or less than its established expense burden in respect of an expense; provided that during prior or subsequent years the Adviser will overpay its portion of such expense such that, in the aggregate, the Adviser has paid the fully amount necessary pursuant to its expense allocation determinations.

These restrictions include preauthorization and disclosure requirements, restrictions on short term trading, and general prohibitions on transactions in securities in certain circumstances, including: when in possession of inside information; transactions in securities of issuers on the Firm’s restricted list or during specified blackout periods; transactions in securities at a time when the employee intends, or knows of another employee’s intention, to purchase or sell that security or an equivalent security on behalf of Advisory Clients; and acquisition of securities in initial public offerings. There are also restrictions on the acquisition by persons subject to the Code in private placements, which investments require the prior approval and the satisfaction of certain conditions. The Code also addresses the fiduciary duties expected of the persons subject to the Code, including confidentiality obligations, gift and corporate opportunity policies, and restrictions on outside business activities. The Code is based on a few basic principles: (i) the interests of Advisory Clients come before the interests of the Firm and its respective personnel; (ii) the professional activities and personal investment activities of the Firm’s respective personnel must be consistent with the Code and avoid any actual or potential conflicts of interest; (iii) the activities of the Firm’s respective personnel must be conducted in a way that avoids any abuse of any such person’s position of trust with and responsibility to the Firm and its respective Advisory Clients; and (iv) employees may not engage in any act, practice or course of conduct that would violate the provisions of the federal securities laws. A copy of the Code can be provided to Advisory Clients and prospective Advisory Clients upon request.

B.

Other Potential Conflicts of Interest.

While neither the Firm nor its affiliates will receive commissions from Advisory Clients, the Firm and its affiliates may receive fees and other remuneration (including underwriting fees and fees from borrowing) in connection with the origination of assets to be initially held by the Firm or its affiliates and pursuant to certain “warehousing” transactions. Additionally, under certain circumstances, Advisory Clients may pay commissions to un- affiliated third parties in connection with transactions effectuated by, at or through those un- affiliated third parties. In addition, the Firm and its related persons may, directly or through one or more entities, sell securities in which they have a direct or indirect ownership interest to certain Advisory Clients in connection with certain “warehousing” transactions, provided that the sale is consistent with the Firm’s fiduciary obligations to such Advisory Clients. Such transactions will be fully disclosed in writing, and the written consent of the appropriate Advisory Client (which, in certain circumstances, may be provided by a Fund’s Advisory Committee) or Advisory Clients, as applicable, will be obtained prior to the consummation of any such transactions in accordance with Section 206(3) of the Investment Advisers Act and all other applicable state and federal securities laws.

individual trading), integrity, stability and financial condition of the broker in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers, the Firm may, in the allocation of business, select brokers and/or dealers with whom to effect trades on behalf of an Advisory Client and open cash trading accounts with such brokers and dealers (provided that none of the securities or other assets may be credited to, held in or subject to the lien of, the broker or dealer with respect to any such account). 1.

Research and Other Soft Dollar Benefits. The Firm does not currently utilize soft dollar benefits.

2.

Brokerage for Client Referrals.

Neither the Firm nor any related person receives client referrals from any broker-dealer or third party. 3.

Directed Brokerage.

The Firm does not recommend, request or require that an Advisory Client direct the Firm to execute transactions through a specified broker-dealer. B.

Order Aggregation

The Firm may aggregate sales and purchase orders of securities placed with respect to the securities with similar orders being made simultaneously for other Advisory Client accounts managed by the Firm or with accounts of the affiliates of the Firm, if in the Firm’s reasonable judgment such aggregation will result in an overall economic benefit to Advisory Clients, taking into consideration the advantageous selling or purchase price, brokerage commission or other expenses, as well as the availability of such securities on any other basis. When a transaction occurs as part of any aggregate sales or purchase orders, the objective of the Firm (and any of its affiliates involved in such transactions) will be to allocate the executions among Advisory Client accounts in an equitable manner. C.

Trade Error

Advisory Client account transactions are effected on occasion in a manner that differs from what was intended for the account. The Firm reviews any trade errors that it discovers, on a case-by-case basis, and decides what corrective steps to take if any, after reviewing the error. In general, an Advisory Client retains any gain from an error and the Firm bears any loss from an error.

investments of Issuers, the value of the collateral for purposes of the collateral coverage tests under the Indentures, the proceeds collected since the prior report, certain characteristics of the collateral loans and investments of Issuers, the collateral loans and investments that were sold since the prior report, or became defaulted or were downgraded, a calculation of certain collateral quality tests, and certain other information set forth in the Indentures or requested by the Trustee. The quarterly report sets forth all of the amounts that are to be distributed on each payment date pursuant to the “Priority of Payments” under the Indenture. This includes expense payments, the collateral management fees, interest payments to noteholders, principal payments and other payments, as set forth in the Indenture. The Firm provides reports to investors in Private Funds and to other Advisory Clients as required by the applicable Governing Documents. Investors in Private Funds and Advisory Clients should refer to the applicable Governing Documents for further information on the reports provided to a particular Private Fund’s investors or to the Advisory Client. In addition, the Governing Documents of certain Private Funds and other Advisory Clients sometimes require quarterly and annual financial statements to be distributed to a Private Fund’s investors or to the Advisory Client and the Firm also typically provides written investor letters with respect to a Private Fund or other Advisory Client and its performance. The Firm distributes K-1 filings to investors, where applicable, and provides certain other reports and analyses to investors and potential investors upon request. With respect to certain Issuers that are CLOs or similarly structured finance vehicles, the independent Trustees will generally prepare monthly compliance reports. Additionally, the Firm may prepare periodic investor letters, portfolio profile summaries and pro forma results to supplement and further clarify any Trustee reports. Also, in connection with equity distributions for Private Funds, the Firm typically sends a letter to the investors in these Private Funds summarizing the current status of the particular Private Fund and all distributions made to date. Finally, the Firm may hold annual investor meetings and calls and other interim calls as appropriate for certain of the Private Funds or other Advisory Clients.

portfolio investments that provide such benefits. To mitigate potential conflicts, such benefits received by the Firm in connection with its services related to portfolio companies or transactions are generally offset in whole or in part against advisory fees payable by the related Private Fund or other Advisory Client. The Firm has entered into placement agent arrangements with Jefferies LLC and certain third parties. The Firm may enter into additional similar arrangements in the future, including with affiliates. Such arrangements may result in Jefferies LLC, such other affiliates or third parties, as applicable, receiving certain commitment- based fees. B.

Compensation to Non-Supervised Persons for Client Referrals

The Firm engages placement agents who are not supervised persons for client referrals. Additional placement agents may be engaged with respect to the Advisory Clients. Third party placement agents that solicit prospective investors on behalf of the Advisory Clients may present a conflict of interest because they will be compensated by the Manager and/or the General Partner of the Advisory Client in connection with their solicitation activities. Additionally, one or more related persons of the Firm may receive fees or other remuneration in connection with the origination and placement of CLOs. The types of promoters the Firm may engage include registered broker-dealers, foreign brokers or placement agents and other financial professionals.

In addition, upon the final liquidation of any such Private Fund, the Firm will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Private Fund to all investors promptly after completion of the audit. In the alternative, where the Firm is deemed to have custody of an Advisory Client account solely due to its ability to withdraw Advisory Client funds to pay its advisory fees, the Firm may comply with the Custody Rule by having a reasonable belief that a qualified custodian will send quarterly account statements to each such Advisory Client. The Firm urges all Advisory Clients to compare the reports they receive from the Firm to the statements they receive from their custodians. Any issues or discrepancies should be communicated to the Firm promptly.

The Proxy Voting Procedures describe the positions the Firm generally takes in voting proxies on particular issues and require the Firm to keep records with respect to how the Firm voted. The Proxy Voting Procedures also provide that, in the event a particular proxy vote would involve a conflict between the interests of the Firm and its affiliates, and those of one or more Advisory Clients, the Firm, if it so elects, may:

vote in accordance with the recommendations of a disinterested third party;

refer the voting decision to the Advisory Client; or

abstain from voting.

Some examples of potential conflicts may include;

The Firm provides investment advice to an officer or director of an Issuer and the Firm receives a proxy solicitation from that Issuer;

An Issuer or some other third party offers the Firm or an employee, officer, director, partner or member of the Firm (an “Associate”) compensation in exchange for voting a proxy in a particular way;

An Associate or a member of an Associate’s household has a personal or business relationship with an Issuer;

An Associate has a beneficial interest contrary to the position held by the Firm on behalf of its Advisory Clients;

The Firm holds various classes and types of equity and debt securities of the same issuer contemporaneously in different Advisory Client portfolios; or

Any other circumstance where the Firm’s duty to service its Advisory Clients’ interest could be compromised.

In particular, the Firm is authorized under the collateral Management Agreements to give consents and exercise all other voting rights on behalf of Issuers as to the loans and debt investments owned by such Issuers. In addition, the collateral Management Agreements provide that all actions taken by the Firm on behalf of Issuers must be performed with reasonable care and in good faith and using professional judgment and all commercially reasonable efforts, (i) using a degree of skill and attention no less than that which the collateral manager exercises with respect to comparable assets that it manages for itself and others, and (ii) substantially in accordance with its existing practices and procedures and in a manner comparable to other institutional managers of national standing investing in the assets of the nature and character of the collateral. The Firm does not currently delegate its voting authority to any third party, although it may retain an outside service to provide voting recommendations and to assist in analyzing votes. Advisory Clients can obtain a copy of the Firm’s proxy voting policies and records upon request.