MGG Investment Group LP: investment adviser

Conning & Company is a subsidiary of Conning Holdings Limited. Conning Holdings Limited is one of the family of companies whose controlling shareholder is Generali Investments Holding S.p.A. (“GIH”), headquartered in Italy. Assicurazioni Generali S.p.A. is the ultimate controlling parent of all GIH subsidiaries. Kevin F. Griffin continues to have management responsibility of MGG’s investment and non-investment decisions and operations. As of the date of this Brochure, MGG and its advisory affiliates (as described below) provide discretionary investment advisory services to various private investment funds (some of which are organized as master-feeder, mini-master, and fund of one structures) and separately managed accounts (collectively, the “Funds” or “Clients”). The Funds include funds that have been organized primarily to accommodate varied regulatory, tax, legal, risk, leverage, and other requirements, sensitivities, strategies, and objectives of different investors, as well as various co-investment vehicles that MGG has organized to co-invest side-by-side with MGG’s primary Funds in specific portfolio companies. For a list of each of the Funds managed by MGG, please refer to the current version of MGG’s Form ADV Part 1A filing with the SEC, which is publicly available at: https://adviserinfo.sec.gov/firm/summary/174126. Generally, a related person of MGG serves as the general partner of each Fund, and MGG serves as the investment adviser to the Funds. References to MGG in this Brochure include, as the context requires, any affiliates: (i) through which MGG provides investment advisory services to the Funds or (ii) that serve as general partners of the Funds. However, due to regulatory and other considerations, certain Funds have general partners who are not affiliated with MGG. MGG tailors its advisory services to the specific investment objectives and restrictions of the Funds. Investors and prospective investors in a Fund should refer to the confidential private placement memorandum, limited partnership agreement, investment advisory agreement and other documents for such Fund (the “Governing Documents”) for more complete information on the investment objectives and investment restrictions with respect

to the Fund. There is no assurance that any of the Funds’ investment objectives will be achieved. The Funds are offered exclusively to (i) Non U.S. persons and (ii) U.S. persons who are “accredited investors” (within the meaning of Regulation D under the Securities Act of 1933 (as amended, the “Securities Act”)), “qualified purchasers” (as defined under the Investment Company Act of 1940 (as amended, the “Company Act”)), “qualified clients” (as defined under the Company Act) and/or “knowledgeable employees” as defined under Rule 3c-5 of the Company Act. The Funds are not and will not be registered as investment companies under the Company Act in reliance upon certain exemptions available to private investment funds whose securities are not publicly offered and whose investors satisfy certain criteria. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including, for example, requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non”U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. In accordance with common industry practice, the general partner of a Fund may enter into “side letters” or similar agreements with certain investors pursuant to which the general partner grants the investor specific rights, benefits, or privileges that are not made available to investors generally. MGG does not participate in any wrap fee programs. MGG currently manages all client assets on a discretionary basis in accordance with the terms and conditions of the Funds’ Governing Documents. As of December 31, 2025, the amount of assets MGG managed on a discretionary basis is $7,587,381,314.

The foregoing Management Fee calculated with respect to the Fund investor is typically subject to reduction (i.e., offset) for certain amounts, including such investor’s pro rata share of: (i) 100% of certain types of portfolio company remuneration received by the Fund’s general partner and/or its related persons, including director fees, consulting fees, commitment fees, monitoring fees, success fees and break-up fees, if any; and (ii) any placement fees paid or payable by the Fund (with the result that the placement fees are ultimately borne by MGG and/or its related persons). MGG may waive or reduce the Management Fee with respect to any investor in the Fund, including their affiliates or employees. Management fees are paid by drawdowns of capital commitments from investors or offset against income generated from the investments. Additionally, subject to the terms of a Fund’s Governing Documents, MGG is generally entitled to receive a performance-based allocation, distribution or payment (“Carried Interest”). Carried Interest is allocated, distributed, or paid pursuant to the terms of the Fund’s Governing Documents. Carried Interest is generally deducted from the proceeds the Fund receives in respect of its portfolio investments, including interest and dividend payments and net proceeds from the sale of portfolio investments. For an additional discussion regarding performance-based compensation, please refer to Item 6 – Performance-Based Fees and Side-by-Side Management. All investors and prospective investors should review the Governing Documents of the applicable Fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to their investment or prospective investment in the Fund. In certain circumstances, the advisory fees payable to MGG may be negotiable. Investors and prospective investors in the Funds should note that similar advisory services may (or may not) be available from other investment advisers for similar or lower fees. Co-Investor Management Fees Under certain circumstances, MGG may also render advisory services to certain Funds organized to facilitate co-investments by third parties (including, but not limited to, existing Fund investors) in one or more of the same financing transactions engaged in by the primary Funds. The investors in these co-investment Funds will generally (but may not always) be charged an asset-based advisory fee (which may or may not be the same as that charged to investors in the primary Funds). When such fees are charged, investors

in the co-investment Funds typically will not be charged the same performance-based compensation (as described below) as investors in the primary Funds. Further, the assetbased advisory fees and other fees and expenses an investor in a co-investment Fund may be obligated to pay is typically negotiated on a case-by-case basis and, as such, the assetbased advisory fees and other fee and expense payments MGG receives from investors in a co-investment Fund may vary from investor to investor. Third parties who co-invest directly may not be charged such vehicle-based fees and expenses, and may only incur investment-related expenses. Deduction of Fees; Timing of Payments; Termination As a general matter, MGG is authorized under the Governing Documents to charge and deduct advisory fees directly from the assets of the applicable Fund pursuant to the terms of the Governing Documents. Advisory fee payments are generally made quarterly in advance and in accordance with the terms of such Governing Documents. Please refer to the applicable Fund’s Governing Documents for more complete information on the timing of advisory fee payments. MGG’s investment advisory services may be terminated by a Fund at any time by prior written notice to MGG delivered within a reasonable period of time (typically 90 days) prior to such termination. Upon such termination, any prepaid, unearned fees will be promptly refunded by MGG (determined on a pro rata basis based on the number of days elapsed in the applicable fee payment period), and any earned, unpaid fees will be due and payable by the applicable Fund. Other Fees and Expenses In addition to the advisory fees and performance-based fees payable to MGG, subject to the terms of a Fund’s Governing Documents, a Fund will typically bear organizational expenses incurred in connection with its formation and incur operating and other expenses, including but not limited to expenses incurred in connection investment-related expenses whether relating to investments that are consummated or unconsummated (e.g., costs, fees and other out-of-pocket expenses directly related to (i) the investigation and diligence of investment opportunities (whether or not consummated) and research-related expenses, including, without limitation, news and quotation equipment and services and trading related computer hardware and software expenses, market data services, fees to third-party providers of research, alternative data and/or portfolio risk management services and software and brokerage costs and fees and (ii) the sourcing, negotiation, structuring, acquisition, settlement, ownership, trading, monitoring, financing (including all amounts borrowed pursuant to a commitment facility), hedging or sale of its investments and other transaction costs, including travel expenses (including conferences, lodging and meals), transaction fees, broken-deal expenses, loan administration expenses, costs or expenses related to currency conversion in the case of all or any portion of an investment denominated in currency other than U.S. dollars, consulting, advisory, investment banking, sourcing, finder’s, legal, corporate licensing, valuation and other professional fees (and

similar payments and compensation) relating to investments or contemplated investments, brokerage commissions, information-related expenses, clearing and settlement charges, custodial fees, interest expenses, appraisal fees and expenses), legal, tax, auditing and accounting expenses (including expenses associated with the preparation of a Fund’s financial statements, tax returns and Schedules K-1 and accounting-, auditing- or taxrelated computer hardware and software), fees, costs and expenses of administrators; costs related to products and services provided in connection with performance reports; loan/agent servicing; expenses incurred in collection of monies owed to a Fund, insurance expenses (including, without limitation, directors’ and officers’ insurance, errors and omissions insurance and other similar policies), printing and mailing costs, placement fees payable by a Fund in connection with the offering of interests in the Fund (which placement fees will offset Management Fees dollar for dollar), expenses relating to meetings of, and the engagement or retention of counsel or accountants by, any advisory committee of the Fund, reasonable out-of-pocket costs of members of any advisory committee of a Fund in connection with its activities for such Fund (including the costs of any advisors permitted to be retained pursuant to a Fund’s Governing Documents), expenses related to annual meetings of the partners of a Fund and any other investors in a Fund or account managed by MGG, costs and expenses of the operating partners hired by MGG to assist in, among other things, the sourcing of investments, performing due diligence, advising on the structuring of investments and monitoring investments, expenses related to compliancerelated matters and regulatory filings related to a Fund’s activities (including expenses relating to preparation and filing of Form PF and/or other regulatory filings of MGG and its affiliates relating to a Fund’s activities), the costs and expenses of third-party risk management products and services (including, without limitation, the costs of risk management software or database packages), the Management Fee and any taxes (including New York City Unincorporated Business Tax), filing, registration, clearing or similar fees in various jurisdictions or other governmental, supervisory, fiscal fees or other charges levied against a Fund, wind-up and liquidation expenses, extraordinary expenses (such as litigation-related and indemnification expenses) and expenses comparable to the foregoing. Please refer to the applicable Fund’s Governing Documents for a complete description of all fees and expenses bearable by such Fund. As noted above, the Adviser will from time to time organize co-investment Funds to invest alongside the primary Fund(s) in specific Fund investments. The investors in such a coinvestment Fund will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment Fund. A coinvestment Fund will generally bear its pro rata portion of expenses incurred in the making of a co-investment. However, if a proposed co-investment transaction is not consummated, generally no co-investment Fund will have been formed, and, as such, the full amount of any expenses relating to such proposed but not consummated co-investment transaction will therefore be borne by the existing Funds selected by the Adviser as proposed investors for such proposed transaction. As a general matter, no prospective co-investor will bear

the aforementioned broken-deal expenses until such person is contractually committed to invest in the prospective co-investment. Expenses incurred for the sole benefit of one particular Fund are charged to the relevant Fund. Expenses incurred for the benefit of multiple Funds are allocated to such Clients based upon a reasonable and fair allocation methodology. Generally, certain expenses will be allocated between Funds on a pro rata basis while others may be allocated more specifically as determined by the benefits received by each Fund. In determining these specific allocation methodologies, factors such as the Funds’ portfolio holdings, scope of service, time frame of service, and benefit/utilization on a Fund-by-Fund basis are considered. Airline travel or hotel stays incurred as Fund or account expenses often result in “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to MGG and/or such personnel (and not the Funds) even though the cost of the underlying service is borne by the Funds. The section titled “Brokerage Practices” describes the factors MGG considers in selecting or recommending broker-dealers and determining the reasonableness of their compensation. Transaction-Based Compensation Neither MGG nor any supervised person of MGG receives any compensation as broker or agent for the sale of interests in any Fund or the sale of securities or other investment products to any Fund. Please refer to the subsection titled “Economic Benefits Received from Third Parties” below for information on other types of compensation that MGG may receive from time to time with respect to investments by the Fund. Investors and prospective investors in a Fund should carefully review the Governing Documents of such Fund for further information about the fees charged to the Fund’s investors. Such documents are available only to current investors or prospective investors who are eligible to invest in the applicable Fund, as determined in the sole discretion of MGG.

MGG, GIH and Conning, as well as their respective personnel, including persons who serve on MGG’s Investment Committee, act as portfolio manager to various Clients or are otherwise in a position to influence MGG’s management, can and do invest in Funds and, in some cases, take interests in a Fund’s general partner or investment adviser and thus participate in the performance fees or “carried interest” paid to such general partner or investment adviser by that Fund. Accordingly, MGG, GIH, Conning, and their respective affiliates and personnel, including persons involved in the management of one or more Clients, can have differing pecuniary interests with respect to different Clients, which could create an incentive for these persons to favor those Clients in which they have greater pecuniary interests, including any Clients in which MGG, or an affiliate or related person holds an interest. See Item 10 – Other Financial Industry Activities and Affiliations. Investors are provided with clear disclosure in each Fund’s Governing Documents as to how performance-based compensation is charged with respect to the Fund, and the risks associated with such performance-based compensation, prior to making capital commitments to a Fund. MGG does not allocate investment opportunities based on the performance-based (or other type of) fees it is entitled to receive from one Client versus another Client. As described further in the subsection “Allocations of Trades and Investment Opportunities” below, it is the policy of MGG to allocate investment opportunities to Clients on a fair and equitable basis over a period of time, to the extent practicable and in accordance with Clients’ applicable investment strategies. Additionally, as noted in the subsection titled “Fees and Compensation” above, MGG or the applicable GP may elect to waive or reduce the management fees, performance-based compensation and/or other fees for any investor, including investors that are affiliates and/or related persons of MGG.

MGG’s investments may include various types of credit structures, such as senior secured loans, bridge loans, convertible loans, unitranche loans, subordinate loans, syndicated or bilateral credit facilities, revolving credit, delayed draw, asset-backed, dividend recapitalizations, prepackaged bankruptcies, rescue financials, roll-ups and acquisition financings, second lien investments, mezzanine investments, specialty loans and debtor in possession and other post-bankruptcy-petition financings, or non-control equity stakes, equity and hybrid instruments, event-oriented or other distressed special credit and asset investments. MGG Clients are generally expected to extend credit primarily on a senior secured basis, and MGG generally attempts to mitigate the risk associated with these transactions by, among other ways, selecting target companies with sufficient cash flows, insisting on strong financial and other covenants in loan documentation and by perfecting security interests against all available assets of each target company. MGG’s strategy generally involves credit transactions identified by MGG, but in certain circumstances, its Clients may also acquire or participate in loans originated by others. MGG may also invest in stand-alone equity investments on behalf of its Clients, or in publicly traded or privately held preferred or common equity securities and make other equity investments, either as a consequence of a corporate restructuring or in instances that such investment falls within the general investment strategy of a Client. Covenants are an important part of MGG’s investment strategy. Breach of a covenant is not necessarily material to a given loan and not necessarily material to the Funds’ portfolio as a whole. MGG discloses material developments with respect to the Fund’s portfolio and such developments are reflected within the Fund’s valuation. MGG does not report to investors every covenant breach, but this type of information is available for any investor to review, upon request. Disciplined Investment Process. MGG seeks complex and special situations that deter other lenders and that reduce the availability of other sources of financing. MGG typically selects target companies that satisfy certain criteria determined by MGG. These criteria may include, without limitation, the following:

• • • • • •

Seasoned management teams Companies with a reason to exist and/or in defensive industries Healthy cash flows and strong enterprise value Appropriate capital structures Strong downside structural protections (e.g., asset coverage, amortizing loans, robust covenants, excess cash flow sweeps) Ability to monitor loans post-close, including via access to management and reporting requirements

MGG looks for investments that MGG originates and where it leads or co-leads proprietary diligence using best-in-class audit, industry, and legal experts. A Fund’s investment strategy will be differentiated by the following attributes: Sourcing. MGG seeks to originate or co-lead most transactions. This original sourcingfocused approach helps to provide greater control and deeper access to information and enhances MGG’s ability to layer in many levels of risk management into its investment process. To source differentiated investment opportunities, MGG employs a bottom-up company-by-company evaluation. As part of its approach, MGG maintains close relationships with, and may receive information about prospective investment opportunities from, a diverse multi-channel sourcing network. MGG also uses its network of relationships to gain market insights and to obtain knowledge about industry niches and specific companies within those niches. Focused Triage. Once sourced, potential investment opportunities are reviewed by MGG’s investment team generally on a weekly basis. MGG assesses each investment opportunity in relation to the portfolio construction of its Clients and seeks to ensure that the transaction size and industry exposure fits within such client’s investment strategy and targeted allocations, as applicable. As part of this early read and focused triage, MGG typically “desk kills” most opportunities (generally due to poor company fundamentals, concern about the industry, poor structure or weak pricing) or elects to monitor an opportunity before deciding whether or not to pursue it further. For approximately 10% to 20% of sourced opportunities, MGG decides to create a two-page summary of such opportunity and actively seek additional information. Preliminary Analysis. The investment team meets periodically to discuss all outstanding opportunities and to evaluate prospective courses of action in pursuit of an opportunity. MGG’s process is geared to identify and focus on opportunities where its competences, coupled with the situation facing a target company, can be expected to create abovemarket risk-adjusted returns. When MGG identifies a prospective investment, it conducts an initial company, industry, business, financial and asset evaluation by utilizing a combination of MGG’s own proprietary processes, public filings, and industry research.

Deep Diligence; Transaction Structuring; Investment Approval. After its preliminary analysis, to the extent MGG concludes that an investment may, pending further diligence, result in superior risk-adjusted returns, the investment team prepares a proprietary financial model and conducts deep, PE-style due diligence and credit analysis. As part of its process, MGG’s deal team memorializes its diligence in an investment memorandum, which is revised periodically during the assessment of an investment opportunity if deemed appropriate by MGG. During its in-depth diligence process, MGG engages directly with the target company management and also generally speaks with the target company’s current investors, customers, suppliers, competitors and/or other related parties. At the same time, MGG and also any third parties assisting MGG in its diligence focus on ongoing collateral, operational and financial monitoring, which is important to managing risk over the life of an investment. Third-party due diligence is used to supplement and verify MGG’s inhouse due diligence and to help identify and assess red flags and fraud risk. MGG generally engages nationally recognized forensic accountants, attorneys and industry consultants to assist in diligence, and runs background checks on key target company personnel. Concurrent with its diligence, MGG seeks to structure transactions to minimize risk and maximize risk-adjusted returns. MGG typically establishes the structure, covenants, reporting and examination requirements so that MGG can real-time post-investment continually gauge the financial health and operating performance of the target company. Environmental, Social and Corporate Governance. MGG endeavors to build strong and sustainable partnerships with borrowers and portfolio companies based upon sound ethical principles and seeks to run MGG’s business efforts responsibly as a good corporate citizen. Environmental, social, and governance (“ESG”) issues have an impact on the communities in which MGG and its borrowers and portfolio investments operate. Incorporating ESG-related principles into MGG’s operations and investments supports MGG’s mission of seeking strong, risk-adjusted returns and building long-term value. To this end MGG has: • • • •

Become a signatory to the United Nations’ Principles for Responsible Investment (“Principles”); Employed NorthPeak Advisory, one of the leading independent governance and ESG advisory firms globally, and Apex, one of the leading independent ESG data analytics firms globally, to support ongoing ESG implementation; Employed independent non-executive directors for MGG’s corporate fund structures; and Generally permitted investors to exclude from their holdings identified sectors on a go-forward basis pursuant to their written ESG policies and instructions.

MGG is guided by the six Principles in its ESG efforts and strives to incorporate them into the firm’s investment and operating procedures. MGG also may make investments that it believes will promote the UN’s 17 Sustainable Development Goals. MGG is a PRI Signatory and the resources and expertise from the PRI will be utilized to further develop the ESG investment process, including the self-assessment transparency report. Reporting is done in a timely and transparent manner to MGG’s borrowers, portfolio companies, investors, and other stakeholders. Portfolio Management. Once Investment Committee approval has been received and the transaction documents are fully negotiated and executed, MGG funds and completes the portfolio investment. MGG monitors each investment closely. MGG’s investment team meets weekly to discuss every investment in the portfolio. MGG also typically requires that MGG receive privileged access to management, monthly reporting packs, and borrower adherence to tight financial and other covenants as discussed above. This permits MGG to obtain early warning signs of any weakness or other issues in company performance. Investors and prospective investors should carefully review the Governing Documents of the applicable Fund for further discussion of its investment objective and strategy. Such documents are available only to current investors or prospective investors who are eligible to invest in the applicable Fund, as determined in the sole discretion of MGG. Risk Factors Prospective investors should carefully consider the risks involved in an investment in a Fund, including, without limitation, those discussed below. Additional or new risks not addressed below may affect the Funds. The following list of risk factors cannot be and is not intended to be exhaustive. Prospective investors should consult their own legal, tax and financial advisers about the risks of an investment in a Fund. The following risk factors and other relevant risks could have a material adverse effect on a Fund and the limited partners’ investments therein. Capitalized terms not defined herein shall have the meaning given them in the Governing Document of the applicable Fund. 1. Effect of Substantial Losses. If, due to extraordinary market conditions or other reasons, a Fund were to incur substantial losses, the revenues of MGG may decline substantially. Such losses may hamper MGG’s ability to (i) retain employees, (ii) provide the same level of service to such Fund as it has in the past, and (iii) continue operations. 2. MGG’s Payment of Funds’ Expenses. From time to time, the general partner, MGG or their affiliates may elect to bear certain expenses on behalf of the Funds that otherwise would or could be Fund expenses. To the extent that the general partner, MGG or any of their affiliates makes such an election, the general partner, MGG or such affiliate will not have any obligation to continue to bear such expenses.

3. Limited Liquidity of Interests. The Funds are intended for long-term investors who can accept the risks associated with investing primarily in securities that involve a high degree of financial risk and are potentially illiquid. There is no public market for the Funds’ interests, and no such market is expected to develop in the future. Except as otherwise permitted by the Funds’ governing documents, limited partners typically have no right to withdraw from the Funds. Limited partners generally may not sell, transfer, exchange, assign, pledge, hypothecate or otherwise dispose of their Fund interests (or any portion thereof) without the consent of the general partner, which consent may be withheld for any reason or no reason in the general partner’s sole discretion. 4. Valuation of Assets and Liabilities. The Funds’ assets and liabilities are valued in accordance with MGG’s valuation policies and procedures (“Valuation Policy”). The valuation of any asset or liability involves inherent uncertainty. There is no guarantee that the value determined with respect to a particular asset or liability will represent the value that will be realized by the Funds on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. The value of a security determined in accordance with the Valuation Policy may differ materially from the value that could have been realized in an actual sale or transfer for a variety of reasons, including the timing of the transaction and liquidity in the market. Uncertainties as to the valuation of portfolio positions could have an impact on the net asset value of the Fund if the judgments of MGG regarding the appropriate valuation should prove to be incorrect. 5. Idle Funds. From time to time, an investment may require capital to be funded in the future (e.g., a delayed draw feature, a revolving credit facility or similar feature). As a result, a Fund may hold assets in cash and cash equivalents (or such Fund may reserve remaining capital commitments and leave them unfunded pending funding of those future obligations). Holding assets in cash (and requiring investors to reserve capital pending drawdown for the future funding obligations) may negatively impact a limited partner because of the inherent “cash drag” associated therewith. To the extent a Fund holds a significant portion of its assets in cash and cash equivalents, the investment returns of the Fund may be adversely impacted. However, if such Fund does not have sufficient remaining capital commitments from investors, it may be excluded from participating in revolvers or other investments with future funding obligations (although the Fund may participate in the term loans related to such revolvers or other investments). The investment returns of such Fund may benefit from such Fund’s exclusion from such investments, as such investments may give rise to a “cash drag” as described above. 6. Counterparty Risk. The Funds expect to establish relationships to obtain financing and other services. However, there can be no assurance that the Funds will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit the Funds’ trading activities, create losses, preclude the Funds from engaging in certain transactions or prevent the Funds from trading at optimal rates and terms. Moreover, a disruption in the services provided by any such relationships could

have a significant impact on a Fund’s business due to such Fund’s reliance on such counterparties. 7. Risk of Loss. No guarantee or representation is made that a Fund’s investment program, including, without limitation, such Fund’s investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. 8. Exposure to Material Non-Public Information. From time to time, MGG may receive material non-public information with respect to an issuer of securities. In such circumstances, the Funds may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position, (ii) establishing an initial position or taking any greater position, and (iii) pursuing other investment opportunities. Such restrictions might apply with respect to the issuer(s) with respect to which MGG receives such material non-public information, or other issuers. If such restrictions or limitations apply to securities in which the Funds have an existing investment, then the Funds may be prevented from exiting or reducing its investment in that position at the desired time, giving rise to substantial investment losses. 9. General Economic and Market Conditions. The success of a Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of such Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the amount of attractive opportunities and level and volatility of the prices and the liquidity and performance of the Fund’s investments. Volatility or illiquidity could impair the Fund’s profitability or result in losses. 10. Trade Wars. The Funds’ investments are subject to risks arising from trade policies and practices adopted by the U.S. and other jurisdictions, including the adoption or expansion of trade restrictions and the imposition of tariffs on goods being imported into these jurisdictions. Such policies and practices, and any changes in these policies and practices, may adversely impact relationships among trading partners and/or trigger retaliatory actions by affected countries, resulting in “trade wars.” “Trade wars” may lead to reduced global economic activity, increased costs, reduced demand, and changes in purchasing behaviors for affected goods, limits on trade with certain jurisdictions or other potentially adverse economic outcomes. Such trade policies and practices, and any resulting consequences, may adversely impact the performance of the Funds’ investments. 11. General Credit Risks. Although the Funds intend primarily to make loans and invest in other debt instruments or obligations secured by collateral, the Funds may be exposed to losses resulting from default and foreclosure of any such loans or interests in loans in which it has invested. Therefore, the value of underlying collateral, the

creditworthiness of borrowers and the priority of liens are each of great importance in determining the value of the Funds’ investments. No guarantee can be made regarding the adequacy of the protection of the Funds’ security in the loans or other debt instruments in which it invests. Moreover, in the event of foreclosure, the Funds or an affiliate thereof may assume direct ownership of any assets collateralizing such foreclosed loans. The liquidation proceeds upon the sale of such assets may not satisfy the entire outstanding balance of principal and interest on such foreclosed loans, resulting in a loss to the Funds. Any costs or delays involved in the effectuation of loan foreclosures or liquidation of the assets collateralizing such foreclosed loans will further reduce proceeds associated therewith and, consequently, increase possible losses to the Funds. In addition, no assurances can be made that borrowers or third parties will not assert claims in connection with foreclosure proceedings or otherwise, or that such claims will not interfere with the enforcement of the Funds’ respective rights. 12. Investments in Private Middle-Market Companies. In addition to limited liquidity, investments in loans issued to, and debt instruments of, private middle-market companies may involve a number of additional risks. Generally, little public information exists about such companies, and the Funds will rely on the ability of MGG to obtain adequate information to evaluate the potential returns from investing in such loans or debt instruments. If the Funds are unable to uncover all material information about such companies, they may not make a fully-informed investment decision and may lose money. Private middle-market companies typically have shorter operating histories, less predictable operating results, narrower product lines, and smaller market shares than larger businesses, which characteristics tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Private middlemarket companies are also more likely to depend on the management talents and efforts of a small group of persons, the loss of which could have a material adverse impact. In addition, private middle-market companies may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. As a consequence, certain loans invested in by the Funds could be or become nonperforming loans and borrowers could default with respect to such loans. 13. Ability to Lend on Advantageous Terms; Competition and Supply. The Funds originate loans. Success in this area will depend in part on the ability of the Funds to originate and obtain loans on advantageous terms. In making loans, the Funds will compete with a broad spectrum of lenders, some of which may be willing to lend money on terms more favorable to borrowers. Such competing lenders may include private investment fund, public funds, commercial and investment banks, commercial financing companies and other entities. Some competitors may have a lower cost of fund and access to funding sources that are not available to the Funds. In addition, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than the Funds. The Funds may also choose not to compete for investment opportunities based on interest rates. Ultimately, increased competition for, or a diminution in the available supply of, qualifying borrowers

may result in lower yields on loans to such borrowers, which could reduce returns to the Funds. 14.

Leverage and Borrowing.

Leverage for Investment Purposes. The use of leverage will allow certain Funds to make additional investments, thereby increasing their exposure to assets, such that their total assets may be greater than their capital. However, leverage will also magnify the volatility of changes in the value of the Funds’ respective portfolios. The effect of the use of leverage by the Funds in a market that moves adversely to their investments or where certain investments perform poorly could result in substantial losses to the Funds, which would be greater than if the Funds were not leveraged. Borrowing for Cash Management Purposes. The Funds have the authority to borrow for cash management purposes. The rates at and terms on which the Funds can borrow will affect the operating results of the Funds. Collateral. The instruments and borrowings utilized by a Fund to leverage investments may be collateralized by all or a portion of the Fund’s portfolio. Accordingly, the Funds may pledge their securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to brokers to secure a Fund’s margin accounts decline in value, such Fund could be subject to a “margin call”, pursuant to which the Fund must either deposit additional Fund or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing to the Funds in certain circumstances can apply essentially discretionary margin, “haircut”, financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing to the Funds may have similar rights. There can be no assurance that the Funds will be able to secure or maintain adequate financing. Costs. Borrowings will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on a Fund’s portfolio. Differing Use of Leverage. Certain Funds with investment objectives, programs or strategies that are similar to those of other Funds may use leverage as an integral part of their investment strategy, to purchase investments that are the same or similar. Dispositions of certain investments in such Funds employing leverage as an integral part of their investment strategy may affect the value of such investments also held by Funds which do not, or MGG’s decision with respect to the disposition of such investments also held by Funds which do not use leverage as an integral part of their investment strategy. 15. Diversification and Concentration. MGG may select investments that are concentrated in a limited number or types of securities. In addition, a Fund’s portfolio may become significantly concentrated in securities related to a single or a limited number of

issuers, industries, sectors, strategies, countries, or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose such Fund to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. 16. Loans and Participations. A Fund’s investment program may include investments in loans and participations. These obligations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; (iv) limitations on the ability of such Fund to directly enforce its rights with respect to participations; and (v) possible claims for the return of some or all payments in a debt made within 90 days (and in some cases, within one year) of the date of the issuer’s/borrower’s insolvency came under Title 11 of the United States Code (the “US Code”) and under certain state laws. In analyzing each loan or participation, MGG compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the applicable Fund. Although the Funds intend to originate loans, they may also invest in loans through the secondary markets. As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading, which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to other markets. 17. Priority of Debt Instruments and Loans. The Funds may invest in secured debt issued by companies that have or may incur additional debt that is senior to the secured debt owned by the Funds. In the event of insolvency, liquidation, dissolution, reorganization, or bankruptcy of any such company, the owners of senior secured debt (i.e., the owners of first priority liens) generally will be entitled to receive proceeds from any realization of the secured collateral until they have been reimbursed. At such time, the owners of junior secured debt (including, in certain circumstances, the applicable Fund) will be entitled to receive proceeds from the realization of the collateral securing such debt. There can be no assurances that the proceeds, if any, from the sale of such collateral would be sufficient to satisfy the loan obligations secured by subordinate debt instruments. To the extent that a Fund owns secured debt that is junior to other secured debt, such Fund may lose the value of its entire investment in such secured debt. 18. Participation and other Indirect Economic Interests. A portion of the assets of the Funds may consist of participation interests or other indirect economic interests in loans or other debt obligations. In such circumstances, the Funds will not directly own the debt

obligations underlying such participation or other economic interests and/or have custody thereof. As a result, the Funds will be exposed to the risk that the assets of the holder/custodian of any such underlying debt obligation may be subject to the claims of third-party creditors or other parties. In addition, as an owner of participation interests or other indirect economic interests (including as a member of a loan syndicate), the Funds may not be able to assert any rights against borrowers of the underlying indebtedness, and may need to rely on the holder/custodian (or other financial institution) issuing the participation interests or such other entity charged with the responsibility for asserting such rights, if any. Such holders/custodians and financial institutions or other entities may have reasons not to assert their rights, whether due to a limited financial interest in the outcome, other relationships with the underlying defaulting borrowers, the threat of potential counterclaims or other reasons, that may differ from the interests of the Funds. The failure of such holders/custodians and financial institutions or other entities to assert their rights (on behalf of the Funds) or the insolvency of such entities could materially adversely affect the value of the assets of the Funds. 19. Syndication and/or Transfer of Debt Instruments. The Funds originate secured debt obligations. The Funds may in some instances originate such secured debt obligations with the intent of syndicating and/or otherwise transferring a significant portion thereof. In such instances, the Funds will bear the risk of any decline in value prior to such syndication and/or other transfer. In addition, the Funds will also bear the risk of any inability to syndicate or otherwise transfer such secured debt obligations or such amount thereof as originally intended, which could result in the Funds owning a greater interest therein than anticipated. 20. Distressed Borrowers. The Funds may invest in loans and debt instruments of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to the Funds, they involve a substantial degree of risk. Distressed borrowers may be less likely to meet their obligations in connection with such loans or debt instruments, and the inability to meet such obligations may result in certain loans of the Fund becoming nonperforming. The level of legal and financial sophistication necessary for successful investment in the loans issued to, or the debt instruments of, companies experiencing significant business and financial difficulties is unusually high. There is no assurance that MGG will correctly evaluate the value of the assets collateralizing the loans invested in by the Fund or the prospects for a successful reorganization or similar action, if any, or the general performance of such loans. In addition, to the extent that the Funds invests in loans or debt instruments with respect to companies that subsequently undergo bankruptcy or similar liquidation proceedings, such investments may be subject to additional risks. 21. Lender Liability. The Funds may incur liability as a result of its lending activities or the lending activities of the sellers that have originated the loans. In past years, a number of judicial decisions have upheld the right of borrowers to sue on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is

founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower, its other creditors or shareholders, or third parties harmed by the borrower. Even if a Fund purchases its loans in the ordinary course of its investment activities, such Fund may be subject to allegations of lender liability by reason of the actions of the sellers that originated those loans. MGG cannot assure investors that these claims will not arise, or that the Funds will not be subject to significant liability if a claim of this type were to arise. 22. Co-Investments with Third Parties. The Funds may co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of the Fund, has direct participation or control of such investment (rather than participation through an entity controlled by MGG) or is in a position to take (or block) action in a manner contrary to the Funds’ investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments that likely will differ from those compensation arrangements otherwise applicable to other investors such as the Funds, including management fee and incentive compensation arrangements. Such differing compensation arrangements will reduce the returns to participants in the investments. 23. Cybersecurity. MGG, the Funds and each Fund’s portfolio companies generally rely on information technology systems for current and planned operations. Information and technology systems of MGG and each Fund’s portfolio companies may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. If any systems designed to manage such risks are compromised, become inoperable for extended periods of time or cease to function properly, MGG, a Fund and/or a portfolio company may have to make a significant investment to fix or replace them. Any disruption in any of these systems or the failure of any of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect the fund’s investment results and its ability to make distributions to its partners. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in MGG’s, the Funds’ and/or a portfolio company’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm MGG’s, the Funds’ or a portfolio company’s reputation, subject them and their respective affiliates to legal claims and otherwise affect their business and financial performance. Service providers to MGG and the Funds are subject to the same electronic information security threats as those faced by MGG. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information

relating to the transactions of a Fund and personally identifiable information of the limited partners may be lost or improperly accessed, used, or disclosed. 24. Alternative Data. MGG may use alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications, and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. These data are sometimes referred to as “big data” or “alternative data”. MGG applies these alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part—by the Funds. No assurance can be given that MGG will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for MGG and the Funds in numerous jurisdictions. MGG cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to MGG or to the Funds. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Funds. 25. Potential Interest Rate Increases. Uncertainty of the U.S. and global economy, and sensitivity of interest rates to changes in U.S. government and other nations’ monetary and fiscal policies, including changes in the federal funds rate, create a risk that interest rates will be volatile in the future. Interest rate volatility is difficult to predict, and may cause the value of any assets sensitive to interest rates, including fixed income instruments, held by Accounts to decrease, which may result in substantial client withdrawals that, in turn, force the liquidation of such instruments at disadvantageous prices negatively impacting the performance of Clients. 26. Assumption of Catastrophe Risks. The Funds may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); terrorism; and public health crises, including the occurrence of a contagious disease. To the extent that any such event occurs and has a material effect on global financial markets or specific markets in which MGG participates (or has a material effect on locations in which MGG operates), the risks of loss can be substantial and could have a material adverse effect on the Funds. Furthermore, any such event may also adversely impact one or more individual limited partners’ financial condition, which could result in such limited partners failing to make,

when due, all or any portion of any capital contributions required to be contributed by such limited partners to the Funds as a result of their individual financial situations and irrespective of the Funds’ performance. 27. Public Health Risks A public health crisis, including but not limited to COVID19, may materially adversely impact the global economy and may cause or contribute to significant volatility or other adverse events in the financial market. Therefore, the Funds’ investments could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises with the impact dependent upon containment or other remedial measures undertaken or imposed by government and private actors. The short-term and long-term impact of COVID-19 or other public health crises, as applicable, on MGG’s operations and the performance of Funds, across sectors, industries and geographies is difficult to predict. 28. Mezzanine Debt. Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of the Funds to influence a company’s affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company of the Funds or similar event, the Funds’ debt investment therein will be subject to fraudulent conveyance, subordination, and preference laws. 29. Second Lien Loans. The Funds may invest in loans that are secured by a second lien on assets. Second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy that can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. Beginning in August 2007, the market for many loan products, including second lien loans, contracted significantly which made virtually all leveraged loan products, particularly second lien loan products, less liquid or illiquid. Many participants ceased underwriting and purchasing certain second lien loan products. There can be no assurance that the market for second lien loans will not contract further. 30. Bridge Loans. It is a common practice for financial institutions to commit to providing bridge loans to facilitate investments where they serve as advisers to the purchaser. Bridge loans are frequently made because, for timing or market reasons, longerterm financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn

upon due to the availability of other sources of financing; however, due to market conditions affecting the availability of these other sources of financing (principally highyield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities. Borrower and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer term loan. If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by MGG, there may be an adverse effect upon the ability of MGG to manage the assets of a Fund in accordance with MGG’s models and projections, or upon such Fund’s performance and ability to make distributions. 31. Unrated or Below Investment Grade Loans and Debt Instruments. The Funds may invest in debt securities of companies unrated or below investment grade. Such debt instruments may have speculative characteristics. The market values of certain of these lower-rated and unrated loans and debt instruments tend to reflect individual corporate developments and changes in economic conditions to a greater extent than do higher-rated debt instruments. As a result, the market prices of such loans and debt instruments may be subject to abrupt and erratic movements in price and liquidity. Borrowers that are the subject of such loans and that issue such debt instruments are often highly leveraged and may not have available to them more traditional methods of financing. Fluctuations in market value of certain of these instruments may impact the Funds’ ability to utilize leverage. 32. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency, or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. 33. Equity and Equity-Linked Securities. In connection with a Fund’s investment in loans, and incidental to such Fund’s primary investment strategy, a Fund may receive and ultimately will sell equity and equity-linked securities. Such acquisitions may include,

without limitation, warrants, publicly traded equity, privately placed equity that is subject to restrictions on transfer, debt that can be converted into equity based on certain conditions, and preferred equity. The value of equity and equity-linked securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, a Fund may suffer losses if the return on securities it owns diverges from MGG’s expectations or if markets generally move in a single direction and a Fund has not properly hedged against such a general move. In addition, by holding privately-placed securities, a Fund is exposed to risks that issuers will not fulfill their contractual obligations to such Fund, such as delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. 34. Convertible Securities. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, such Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on such Fund’s ability to achieve its investment objective. 35. Structured Credit Products. Special risks may be associated with investments in structured credit products, collateralized debt obligations, synthetic credit portfolio transactions and asset-backed securities. For example, synthetic portfolio transactions may be structured with two or more classes of tranches that receive different proportions of the interest and principal distributions on a pool of credit assets. The yield to maturity of a tranche may be extremely sensitive to the rate of defaults in the underlying reference portfolio. A rapid change in the rate of defaults may have a material adverse effect on the yield to maturity. It is therefore possible that a Fund may incur losses on its investments in structured products regardless of their ratings by S&P or Moody’s. Additionally, the securities in which a Fund is authorized to invest may include securities that are subject to legal or contractual restrictions on their resale or for which there is a relatively inactive trading market. Investments subject to resale restrictions may sell at a price lower than similar securities that are not subject to such restrictions. 36. Special Investment Opportunities. MGG has complete discretion to pursue special investment opportunities involving sharing in future revenues regardless of the investment theme. MGG will opportunistically pursue any investment strategies or techniques that it believes are consistent with the investment objectives of a Fund. Such investments can be highly speculative and involve factors beyond MGG’s control. In addition, any new investment theme may involve unanticipated risks and there is no assurance that MGG will be successful in pursuing these opportunities. 37. Call and Put Options. A Fund may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option’s

strike price or (ii) in the case of a put option, the excess, if any, of the option’s strike price above the reference price or value of the underlier (as so determined). Under a conventional physically-settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option’s time value (i.e., the component of the option’s value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the purchaser at various times prior to its expiration date, the purchaser’s ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of the transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the “style” of the option. Uncovered option writing (i.e., selling an option when the seller does not own a like quantity of an offsetting position in the underlier) exposes the seller to potentially significant loss. The potential loss of uncovered call writing is unlimited. The seller of an uncovered call may incur large losses if the reference price or value of the underlier increases above the exercise price by more than the amount of any premiums earned. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the reference price or value of the underlier declines below the exercise price by more than the amount of any premiums earned. Such loss could be substantial if there is a significant decline in the value of the underlier. 38. Structured Notes. Structured notes, variable rate mortgage-backed and assetbacked securities each have rates of interest that vary based on a designated floating rate formula or index. The value of these investments is closely tied to the absolute levels of such rates or indices, or the market’s perception of anticipated changes in those rates or indices. The movements in specific indices or interest rates may be difficult or impossible to hedge. 39. Restricted Securities. Restricted securities cannot be sold to the public without registration under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by a Fund. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses.

40. Undervalued Securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from a Fund’s investments may not adequately compensate for the business and financial risks assumed. 41. Unlisted Securities. Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. 42. Non-U.S. Investments. Investing in the securities of companies (and, from time to time, governments) outside of the United States involves certain considerations not usually associated with investing in securities of U.S. companies or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict a Fund’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the U.S. generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the U.S. than for those located in the U.S. As a result, a Fund may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce a Fund’s rights in such markets. For example, securities traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the CFTC or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to a Fund under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. 43. Currencies. Although certain Funds intend primarily to acquire loans and investments that are denominated in U.S. dollars, such Funds may, on an opportunistic basis, invest in loans, secured debt, equity or other investments that are denominated in a currency other than the U.S. dollar. In such an event, the prices of such investments will be determined with reference to currencies other than the U.S. dollar but such Fund will value its securities and other assets in U.S. dollars. To the extent that such Fund makes

investments that are denominated in a currency other than the U.S. dollar, the Fund generally expects to hedge its foreign currency exposure. However, to the extent that such Fund’s foreign currency exposure is not hedged, the value of such Fund’s assets will fluctuate with U.S. dollar exchange rates as well as the price changes of such Fund’s investments. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. An increase in the value of the U.S. dollar compared to the other currencies in which such Fund makes its investments will reduce the effect of increases and magnify the effect of decreases in the prices of such Fund’s investments in foreign markets. As a result, such Fund could realize a net loss on an investment, even if there were a gain on the underlying investment before currency losses were taken into account. Cross-Collateralization. Certain Funds are expected to obtain financing 44. collateralized by undrawn capital commitments (including through the use of a subscription line of credit) and/or make guarantees on a joint and/or several or cross-collateralized basis with certain other Funds or Client accounts (“Other Accounts”). The assets of a Fund, including the undrawn capital commitments, may be pledged by such Fund to secure such financings and guarantees and, accordingly, each Fund investor may be required to make capital contributions to pay all or any part of any Other Account’s indebtedness in the event of default by any such Other Account. In addition, each Other Account may agree to guarantee the repayment of certain borrowings of a Fund. In the event that a Fund is required to repay all or any portion of the indebtedness of any Other Account, or in the event that any Other Account is required to repay all or any portion of the indebtedness of a Fund, such Fund or such Other Account (as applicable) whose indebtedness was repaid through calls on guarantees provided by the Fund or one of the Other Accounts (the “Supporting Fund”) will, to the fullest extent permitted by law, be required to indemnify the Supporting Fund and reimburse it for any amounts paid to a Lender pursuant to its guarantee. MGG will have full authority pursuant to the terms of a Fund agreement and the operative documents of such Other Accounts, without the consent of any other person, to adjust the relative interests of the Fund and any other Funds in investments pursuant to the mechanisms set forth in the Fund agreement as may be necessary to satisfy the Supporting Fund’s indemnification and reimbursement obligations to the Fund or Other Account. 45. Derivative Instruments Generally; Regulation in the Derivatives Industry. Certain swaps, options, warrants and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. Derivatives traded over-the-counter may not have an authoritative source of valuation and the models used to value such derivatives are subject to change. Special risks may apply in the future that cannot be determined at this time with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available.

There are many rules related to derivatives that may negatively impact the Funds, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared over-the-counter (“OTC”) instruments and mandatory trading on electronic facilities, and other transaction-level obligations. Parties that act as dealers in swaps, are also subject to extensive business conduct standards, additional “know your counterparty” obligations, documentation standards and capital requirements. All of these requirements add costs to the legal, operational and compliance obligations of the Funds, and increase the amount of time that the Funds spend on non-investment-related activities. Requirements such as these also raise the costs of entering into derivative transactions, and these increased costs will likely be passed on to the Funds. These rules are operationally and technologically burdensome for the Funds. These compliance obligations require employee training and use of technology, and there are operational risks borne by the Funds in implementing procedures to comply with many of these additional obligations. These regulations may also result in the Funds forgoing the use of certain trading counterparties (such as broker-dealers and futures commission merchants (“FCMs”)), as the use of other parties may be more efficient for the Funds from a regulatory perspective. However, this could limit a Funds’ trading activities, create losses, preclude the Funds from engaging in certain transactions or prevent the Funds from trading at optimal rates and terms. Changes in the regulatory and tax environment for derivative instruments in which the Partnership may participate may have a material adverse effect on the Partnership. 46. Subscription Facilities. The Funds may, either directly or through a subsidiary investment vehicle or an alternative investment vehicle, borrow funds or incur indebtedness in the form of subscription facilities, which may include the grant of security interests in the investors unfunded capital commitments. Such facilities (sometimes referred to as subscription credit lines, or capital call facilities) have been utilized by private funds for many years to bridge the time between the closing of an investment and the calling of capital and for broader cash management purposes. From the investor’s perspective, such facilities can smooth cash flows and ease the administrative burden of responding to capital calls. In addition, MGG may use subscription facilities to permit the Funds to have ready access to cash in the event short-term funding obligations arise, which MGG allows for more efficient cash management as opposed to holding larger cash reserves. However, certain bodies, including the SEC and the Institutional Limited Partners Association (“ILPA”), have suggested that investors, and the private fund industry generally, take into account a number of factors when considering the use of such facilities. In guidelines recently released by ILPA, some of the concerns and risks that are noted regarding such facilities include the following: (i) the use of such facilities can impact performance (i.e., if such facilities are drawn upon, the delay in calling capital can distort the calculation period for returns); (ii) drawdowns from a subscription facility may delay or reduce the drawdown of capital contributions from investors and will not be subject to

performance-based compensation, which may result in investors being entitled to lesser amounts of return than such investors might otherwise have been entitled in the absence of such a subscription facility and may result in the reported performance of a fund being greater than it would have been in the absence of use of such a subscription facility; (iii) because the use of such facilities is not universal among fund managers, the use of such facilities makes it more challenging for investors to compare reported returns across funds; (iv) the use of such facilities creates the potential for general partners to receive performance-based compensation in cases where unlevered performance may not meet a preferred return or other hurdle, and could potentially lead to clawback issues; (v) such facilities give rise to fund expenses, which can limit any positive leverage impacts on performance and decrease returns realized by investors; and (vi) the terms and provisions that may apply to such facilities may pose legal risks for investors, including, without limitation, transfer restrictions, documentation requests and other requirements of lenders. Notwithstanding the foregoing, MGG believes that the Funds’ use of subscription facilities will be in the best interests of the Funds and consistent with MGG’s fiduciary duties to the Funds. 47. Subscription -based or Other Credit Facilities. The Funds may utilize a subscription-based or other credit facility (directly or indirectly) (each, a “Facility”) and enter into other similar arrangements and extensions of credit, which may also be for the benefit of co-investors who may include, without limitation, any investors in the Funds and third parties who are not investors in the Funds, including service providers (including lenders and law firms), third parties, current or former portfolio investment management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio investment and/or other others. For example, the Funds may borrow to fund a co-investor’s pro rata share of any interest expenses (but not necessarily origination and other costs) allocable to such extensions of credit. However, any such coinvestors, although they benefit from the Funds’ facility, would not bear any portion of the costs of establishing and maintaining the Funds’ facility, which will be borne entirely by the Funds. Additionally, conflicts of interest also have the potential to arise to the extent that a facility is used to make an investment that is later sold in part to co-investors, as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the facility and neither the Funds nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. MGG will, in certain circumstances, receive direct and indirect benefits from such uses as well, including as a result of the facilitation of co-investment by other vehicles. The Funds will pay interest expenses and other expenses incurred in relation to any such facility. 48. Sanctions. The Funds’ operations are or may become subject to economic sanctions laws and regulations of various jurisdictions. At any given time, whether under applicable law, by contractual commitment or as a voluntary risk management measure, the Funds may be required, or elect, to comply with various sanctions programs, including the Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions

programs administered by OFAC, the sanctions regimes administered by subsidiary organs of the United Nations Security Council, the Sanctions Orders of the Cayman Islands (including as extended to the Cayman Islands by Order of the government of the United Kingdom from time to time), and the Restrictive Measures adopted by the European Union. Some sanctions that may apply to the Funds prohibit or restrict dealings with particular identified persons. Other potentially applicable sanctions programs broadly prohibit or restrict dealings in certain countries or territories or with individuals and entities located in such countries or territories. In addition to such current sanctions, additional sanctions may be imposed in the future. Such sanctions may be imposed with little or no advance warning or “safe harbor” for compliance and may be ambiguous, including as to the scope of financial activities that regulators may ultimately deem to be covered by the sanctions. Depending on the scope and duration of a particular sanctions program, compliance by the Funds may result in a material adverse effect on the Funds and the Fund investors’ investments therein. MGG and the Funds may be subject to heightened or targeted regulatory scrutiny and information requests as a result of such sanctions. In addition, if MGG or the Funds were to violate or be deemed in violation of any such sanction, it could face significant legal and monetary penalties. Sanctions may negatively impact MGG’s ability to effectively implement a Fund’s investment strategy and have a material adverse impact on the Funds’ investments in various ways, including by preventing or inhibiting the Funds from making certain investments, forcing a Fund to divest from investments previously made, and leading to substantial reductions in the revenues, profits and value of the Funds’ investments. Finally, sanctions may have broader economic implications, such as influencing the price of certain commodities, which may have adverse effects on inflation and the value of the U.S. dollar, which may adversely affect investment objectives and strategies of the Funds. 49. Climate Change-Related Risks. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the investments held by the Funds. MGG believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic, and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries, and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the Funds’ investments. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate

change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the value of the Funds’ investments if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of Funds’ investments whose performance is linked to assets and revenue streams that are exposed to climate change risk, may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. 50. Russia-Ukrainian Conflict. The unpredictable and evolving economic effects resulting from the Russia-Ukrainian conflict and the regulations, orders, and sanctions adopted by governments in response to this conflict may affect the value of the Funds’ investments or a Fund’s ability to acquire or dispose of such investments in an efficient manner. These factors may have negative consequences for the valuation of the Fund portfolios that MGG may be unable to anticipate or hedge against. 51. Global Political Risks. Some of the companies in which the Funds may invest may be particularly exposed to the risk of political change and governmental action. With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the Funds, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of the Funds’ investments in those countries. Investing in such markets poses greater risks than investing in other countries. Securities of companies in these markets generally are more volatile and may be much more volatile than securities issued by companies located in other countries. 52. Israel-Hamas Conflict. The active armed conflict in the Middle East between Israel and Hamas that commenced on October 7, 2023 has contributed, and may continue to contribute, to volatility and instability in global markets in an unpredictable fashion for an uncertain duration. This active armed conflict could negatively impact the business and financial condition of the Funds in unpredictable ways. Actions taken in connection with armed conflicts are impossible to predict, and may have a negative impact on the Funds and their business strategies. Even if any existing conflict is resolved in the near-to-midterm, the Middle East has historically been subject to unsettled political conditions, ethnic, religious, and social conflict and regional hostilities. Any geopolitical concerns that arise due to continued tensions in the Middle East may impede business activity and adversely affect the environment for the Funds’ investments. The threat of potential or actual warfare or escalating political tensions in the Middle East may continue to contribute to instability and volatility in global financial markets in the future. There can be no assurance that such continued tensions will not become a problem in the future and thus adversely affect the Funds’ returns. Continued volatility in the financial markets and political systems in the Middle East may have adverse spill-over effects into the global financial markets generally (including the U.S.). The success of the Funds will be dependent on general economic and

market conditions and activity, including interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These and similar factors could have an adverse effect on the liquidity and value of the Funds’ investments and on returns to investors. 53. U .S. Presidential Election. Donald J. Trump took office as the U.S. president in January 2025. It is expected that he and the new administration will seek to enact changes to numerous areas of law and regulations currently in effect. Any such changes could significantly impact the Funds or their portfolio investments. Specific legislative and regulatory proposals discussed during election campaigns that might materially impact the Funds include changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements and antitrust enforcement. Changes in federal policy, including tax policies, and at regulatory agencies, occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by various entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the next presidential administration remain highly uncertain. Future changes may adversely affect the Funds’ operating environment and therefore the Funds’ business, financial condition and results of operations. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on the Funds and their investments, including the ability of the Funds to execute its investment objectives and to generate attractive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which the Funds are permitted to invest, and any negative sentiments towards the U.S. as a result of such changes, could adversely affect the performance of the Funds’ investments. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions both within the U.S. and in international relations, which could cause social unrest and could negatively impact stock markets and economics around the globe and the Funds’ investments. 54. Artificial Intelligence and Machine Learning Developments. The rapid advancement of artificial intelligence and machine learning technology (collectively, "Machine Learning Technology"), including the widespread deployment of large language models and generative AI tools such as OpenAI’s ChatGPT and Anthropic’s Claude, poses risks to MGG, the Funds and the Funds’ portfolio investments. MGG is using Machine Learning Technology in connection with its business activities, including, without limitation, to assist with certain investment research and operational functions. MGG also is exposed to the risks of Machine Learning Technology through third parties (including,

but not limited to, MGG’s or the Funds’ service providers or counterparties) that use Machine Learning Technology in their business activities. MGG will not necessarily 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 sentence or by MGG personnel could include the input of confidential information into Machine Learning Technology applications, resulting in such confidential information being used as training data or otherwise by AI companies. 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 or to fully know or evaluate all such sources. Certain data in such models and the outputs of Machine Learning Technology 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. Any such inaccuracies or errors could have adverse impacts on MGG, a Fund or a Fund’s portfolio investments. Additionally, the use of Machine Learning Technology may involve (a) cybersecurity risks (including, but not limited to, the increased likelihood that MGG, the Funds and the Funds’ portfolio investments become a victim of cybercrime), (b) threats to proprietary, personally identifying and confidential information, (c) intellectual property violations, and (d) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats and/or violations could have adverse impacts on MGG, the Funds, the Funds’ portfolio investments and investors. Artificial Intelligence continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. Numerous jurisdictions across the United States and internationally have enacted laws and regulations governing the use of Machine Learning Technology and affecting Machine Learning Technology companies, with additional legislation actively under consideration, which could adversely affect MGG’s portfolio investments and their businesses. 55. Dependence on Service Providers. MGG is dependent upon its counterparties and third-party service providers (collectively, the “Service Providers”), as well as its employees. Errors are inherent in the business and operations of any organization. Although MGG will implement measures to prevent and detect errors by and misconduct of, its own employees, counterparts and Service Providers and aims to engage with those it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on MGG and its investments. Employee misconduct at MGG may include, among others, binding MGG to transactions that exceed authorized limits or present unacceptable risks and failure to adhere to policies and procedures established by MGG. Losses could also result from actions taken by Service Providers, including from the misappropriation of assets, particularly where Service Providers may act in capacities that grant them signing authority over certain MGG assets. Furthermore, there is a risk that employees and Service Providers might improperly use or disclose confidential information of MGG, potentially leading to litigation or serious

financial harm, including limitations on MGG’s business prospects or future marketing activities. No assurance can be given that measures adopted to prevent and detect misconduct will be effective. In addition, without any misconduct, employees and Service Providers may make errors that cause significant losses to MGG and its investors, including, among others, in the calculation of net asset value, handling of assets and wiring of withdrawal proceeds, handling of personal information, negotiation of contracts, maintenance of data, or safeguarding of MGG’s systems. As MGG relies on the performance of the Service Providers, each investor’s relationship in respect of its interests is with MGG only. Accordingly, absent a direct contractual relationship between the investor and the relevant Service Provider, no investor will have any contractual claim against any Service Provider for any reason related to its services to MGG. Instead, the proper plaintiff in an action in respect of which a wrongdoing is alleged to have been committed against MGG by the relevant Service Provider is, prima facie, MGG. MGG may, even when it is evident that a Service Provider has made an error, choose not to pursue legal remedies against such Service Provider. 56. Banking Relationships. MGG and the Funds will hold cash and other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. The Funds may also enter into credit facilities and have other relationships with Banking Institutions. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of MGG or the Funds to access, transfer or otherwise deal with its assets, draw upon a credit facility, or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on the Funds. For example, in such a scenario, the Funds could be forced to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such a case, MGG or the Funds may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). MGG does not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its or the Funds’ banking relationships, and there can be no assurance that MGG or the Funds will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. 57. Investment and Due Diligence Process. Due diligence generally entails evaluation of important and complex business, financial, tax accounting, environmental and legal

issues. Before making investments, MGG and the relevant Service Providers will conduct due diligence that they deem reasonable and appropriate based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to MGG (both of which, at times, may be limited). When conducting due diligence, and making an assessment regarding an investment, MGG and the relevant Service Providers will rely on the resources reasonably available to them. For example, outside consultants, legal advisors, accountants and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto, and MGG may rely on the advice of such parties. However, whether or not known to MGG and such Service Providers at the time, and especially with respect to illiquid investments, such resources may not be sufficient, accurate, complete or reliable. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that MGG will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. At times, the investment opportunities pursued by the Funds require rapid execution, and investment analyses and due diligence, negotiations and decisions by MGG may be required to be undertaken on an expedited basis. From time to time, in such cases, the information available to MGG at the time of an investment decision may be limited, and, in such cases, and especially with respect to illiquid investments, MGG may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that MGG will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and MGG rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners (which, in either case, even of themselves may be very limited in scope) in the due diligence process when it makes an investment or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which the Funds invests will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants (e.g., “covenant lite” instruments), and the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if financial statements had been prepared in accordance with

GAAP. Accordingly, information available to MGG, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. 58. Uncertainty of Financial Models and Projections. MGG may use financial models and projections to help analyze a potential investment or future capital raises by, and financing for, public and private companies or other transactions. Modeled and projected operating results will often be based on management judgments, with adjustments to such models and protections made by MGG in its discretion. 59. Financial Institution Risk; Distress Events. An investment in the Funds is subject to the risk that one of the Funds’ banks, brokers, hedging counterparties, lenders or other custodians of some or all of the Funds’ assets (each, a “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, MGG, the Funds and/or their portfolio investments may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of MGG to manage the Funds and their investments, and on the ability of MGG, any fund and/or portfolio investments to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to cause the Funds to pay fees and expenses in the event the Funds are not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of investors to make capital contributions or otherwise), as well as the inability of the Funds to acquire or dispose of investments at prices that MGG believes reflect the fair value of such

investments and/or the inability of portfolio investments to make payroll, fulfill obligations and maintain operations. Although MGG expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses or delays. Many Financial Institutions require, as a condition to using their services or otherwise, that MGG and/or the Funds maintain all or a set amount or percentage of their respective accounts or assets with such Financial Institution or its affiliate(s) (each, a “Custodian”), which heightens the risks associated with a Distress Event with respect to such Custodians. Although MGG seeks to do business with Custodians that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, MGG is under no obligation to use a minimum number of Custodians with respect to the Funds, or to maintain account balances at or below the relevant insured amounts. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with MGG’s investment program or an investment in any Fund. The risks mentioned in the foregoing list, as well as additional or new risks, may affect a Fund of One. Prospective clients and investors must consult their own advisers before deciding whether to make such an investment. Investors and prospective investors should carefully review the sections on Risk Factors of the offering documents of the applicable Fund. Such documents are available only to current investors or prospective investors who are eligible to invest in such Fund, as determined in the sole discretion of MGG.

These are described in more detail below and, in some cases, will cause MGG’s or a related person’s interests to diverge from the best interests of a Client. Conning & Company owns a majority interest in MGG and controls the Board of Directors of MGG. Conning & Company is a subsidiary of Conning Holdings Limited. Conning Holdings Limited is one of the family of companies whose controlling shareholder is GIH. Assicurazioni Generali S.p.A. is the ultimate controlling parent of all GIH subsidiaries. Conning Holdings Limited subsidiaries also include Conning, Inc., Conning Investment Products, Inc., Goodwin Capital Advisors, Inc., Conning Asset Management Limited, Conning Asia Pacific Limited, Global Evolution Holding ApS and its subsidiaries, Pearlmark Real Estate, L.L.C. and its subsidiaries and Octagon Credit Investors, LLC and its subsidiaries. Conning, Inc., Conning Investment Products, Inc., Goodwin Capital Advisors, Inc., Global Evolution USA, LLC, and PREP Investment Advisers, L.L.C. are registered with the SEC under the Advisers Act. Conning has investment centers in Asia, Europe, and North America. Certain individuals have assumed dual responsibilities within MGG and Conning. In the event such individuals have access to current MGG investment information, they are subject to relevant portions of MGG Code of Ethics as outlined in Item 11. All Conning employees are also subject to Conning’s Code of Conduct. Conning Investment Products, Inc. is also a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”). MGG does not use Conning Investment Products, Inc. for loan or securities transactions within Client accounts.

Relationships with Related Persons As discussed in the subsection titled “Participation or Interest in Client Transactions” below, MGG and its related persons are, directly or indirectly, the general partners, limited partners and/or managing members of the general partner of each Fund. MGG and its related persons manage multiple Funds. This can create conflicts in the allocation of time, resources, and investment opportunities among the Funds. Please refer to the Governing Documents of the applicable Fund for complete information on the requisite time commitments (if any) of MGG and its related persons to such Fund and the allocation of investment opportunities to the Fund. Please also refer to the description of MGG’s investment allocation policy described in the subsection titled “Side-by-Side Management” above. Employees of MGG and its affiliates may serve as officers, advisors, directors or in comparable management functions for portfolio companies in which the Funds invest, or provide other services to portfolio companies, and may receive compensation in connection therewith. The foregoing individuals may spend a substantial portion of their time with these Fund-related management activities. Employees of MGG may also from time to time serve on the board of directors of a portfolio company or be given access for other reasons to confidential information relating to companies in which the Funds invest and/or be subject to legal or contractual restrictions on their ability to effect transactions for the Funds. As a result, the Funds may, under certain circumstances, be prohibited for a period of time from engaging in transactions with respect to the debt or equity securities of certain portfolio companies, which prohibition may have an adverse effect on the Funds. Selection or Recommendation of Other Advisers MGG neither recommends or select other investment advisers for its Clients nor receives compensation from such advisers in a manner that would create a material conflict of interest. MGG does not have other business relationships with other advisers that create a material conflict of interest. Other Activities of MGG and its Affiliates MGG and its respective affiliates may encounter potential conflicts of interest in connection with the Funds’ interests, assets, or activities (including certain conflicts of interest as among the interests of different Funds). If any matter arises that MGG determines in its good faith judgment constitutes an actual conflict of interest, MGG will take such actions as may be necessary or appropriate to ameliorate the conflict. Conflicts of interest likely will arise from the fact that MGG, its general partners and their affiliates: (i) provide investment management services to multiple Funds and (ii) may in the future provide investment management services to Clients other than the Funds, including, without limitation, “funds of one”, proprietary accounts and other investment accounts (such non-Fund clients, together with the Funds, the “Clients” and each, a

“Client”). Although typically the Fund will not have an interest in any non-Fund Client, conflicts of interest likely will arise from the existence of such non-Fund Client. Clients have investment objectives, programs, strategies, and positions that are similar to or at times conflict with those of one or more other Clients, or at times compete with or have interests adverse to one or more other Clients. Such conflicts could affect the prices and availability of securities in which a Client invests. Even if a Client has investment objectives, programs or strategies that are similar to those of one or more other Clients, MGG may give advice or take action with respect to the investments held by, and transactions of, one Client that differs from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, one or more other Clients for a variety of reasons, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of the one Client, on the one hand, and another Client, on the other hand. As a result, one Client may have substantially different portfolios and investment returns relative to another Client. Conflicts of interest may also arise when MGG makes decisions on behalf of a Client with respect to matters where the interests of MGG or one or more other Clients differs from the interests of such Client. A Client with investment objectives, programs, strategies, and positions that are similar to those of one or more other Clients could result in significant overlapping positions among such Clients. In addition, such other Clients may have different or additional terms, including different fees, information rights and liquidity rights (including the right to wind down and terminate a Fund of One without cause). Additional information may affect an investor’s decision to invest additional capital in, to remain invested in, to withdraw from or to terminate a Client. Any such withdrawals or terminations could cause any such Client to liquidate its positions ahead of another Client. Similarly, to the extent that a Client establishes classes of interests with different liquidity rights, certain investors may be able to act on information before any investor in a different class that has less frequent liquidity rights. MGG, its affiliates and personnel will devote as much of their time to the activities of a Fund or other type of Client as they deem necessary and appropriate. Subject to the terms set forth in the relevant Governing Documents, MGG, its affiliates and personnel will not be restricted from raising successor Funds, from entering into investment advisory relationships with other types of Clients (such as Funds of One) or from engaging in other business activities, even if such activities may be in competition with a Fund and/or may involve substantial time and resources of MGG, its affiliates or personnel. These activities could be viewed as creating a conflict of interest in that the time and effort of MGG, its affiliates and personnel will not be devoted exclusively to the business of any one Fund but will be allocated between the business of such Fund and other Clients and businesses. MGG and its affiliates, from time to time, offer one or more investors and/or other thirdparty investors the opportunity to co-invest with a Fund in particular investments. MGG and its affiliates are not obligated to arrange co-investment opportunities, and no investor

will be obligated to participate in such an opportunity. MGG and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular investment and may allocate co-investment opportunities to investors in the Funds or to third parties. If MGG determines that an investment opportunity is too large, or otherwise not appropriate for the Funds, MGG and its affiliates may, but will not be obligated to, make proprietary investments therein. MGG or its affiliates at times receive fees and/or allocations from co-investors, which likely will differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Principals and employees of MGG at times serve as directors and officers of certain portfolio companies and, in that capacity, will be required to make decisions that consider the best interests of such portfolio company and its shareholders. In certain circumstances (for example in situations involving bankruptcy or near-insolvency of a portfolio company), actions that may be in the best interests of the portfolio company may not be in the best interests of a Fund, and vice versa. Accordingly, in these situations, conflicts of interests at times arise between such individual’s duties as an employee or principal of MGG and such individual’s duties as a director of such portfolio company. Joint venture investments by a Fund may under certain circumstances involve risks not otherwise present, including the possibility that the co-venturer might become bankrupt, that such co-venturer might at any time have economic or other business interests or goals which are inconsistent with the business interests or goals of the Fund, and that such co-venturer may be in a position to take action contrary to the instructions or the requests of the Fund or contrary to the Fund’s policies and objectives. Such investments may also have the potential risk of an impasse on decisions because neither co-venturer may have full control over the joint venture. To the extent a dispute arises between affiliates of MGG, on the one hand, and such joint venture partners, on the other hand, the affected Fund’s separate investments with such joint venture partners may also be adversely affected. Investors may have conflicting investment, tax, and other interests with respect to their investments in the Funds. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by the Funds, the structuring or the acquisition of investments and the structure, timing, or manner of disposition of investments. As a consequence, decisions made by MGG, including with respect to the nature or structuring of investments or dispositions, may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for the Funds, MGG will consider the investment and tax objectives of each Fund as a whole, not the investment, tax, or other objectives of any investor individually.

All supervised personnel must acknowledge the terms of the Code annually, or as amended. It is the expressed policy of MGG that no person employed by MGG shall prefer his or her own interest to that of a client or make personal investment decisions based on the investment decisions of Clients. To supervise compliance with its Code, MGG requires each supervised person to provide annual securities holdings reports and quarterly brokerage statements (or equivalent quarterly transaction reports) to the CCO. MGG requires supervised personnel to also receive written approval from the CCO prior to investing in various types of securities and digital assets. In an effort to prevent inappropriate securities transactions by MGG’s personnel, the CCO will maintain and make available a list of restricted securities. The restricted securities list will be updated periodically and will include securities about which any access person is in possession of, or knows, material nonpublic information. Access persons are strictly prohibited from trading on their own behalf in restricted securities without obtaining the prior written approval of the CCO. MGG requires that all individuals act in accordance with all applicable federal and state regulations governing investment advisory practices. MGG’s Code also includes the firm’s policy prohibiting the use of material non-public information. Any individual not in observance of the above may be subject to discipline or termination. The Code of MGG places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to MGG on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, MGG’s employees may not invest in the same financial instruments as the Funds. MGG will provide a complete copy of its Code to any Client or prospective Client upon request.

Participation or Interest in Client Transactions As general partners, limited partners or managing members of the general partner of the Funds, MGG and its related persons have indirect beneficial interests in the securities owned by the Funds and will share in any profits and losses generated by the Funds’ respective investments. In certain situations, related persons of MGG may purchase interests in portfolio investments held by one or more Fund. All such purchases are subject to compliance with MGG’s Code as described above. Before MGG makes a recommendation that a Fund buy or sell interests in a portfolio company, all Access Persons that have direct ownership of such issuer at the time of such recommendation are required to disclose such interest to MGG and will not be permitted to participate in the discussions or authorizations to recommend that the Fund buy or sell the securities of such issuer. An Access Person shall not be so restricted if such person’s only interest in a portfolio company is (i) indirectly held through one of the general partner entities, a Fund or otherwise or (ii) related to service as a director or advisor of a portfolio company to facilitate MGG’s ability to monitor the investment in such portfolio company. Further, as noted in the subsection titled “Performance-Based Fees and Side-by-Side Management” above, the possibility that MGG or its related persons could receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for MGG to make more speculative investments than it might otherwise make. However, MGG believes that these financial interests align MGG and its related persons interests and incentives with those other investors in the Funds. Nevertheless, as noted in the subsection titled “Allocations of Trades and Investment Opportunities” below, MGG has adopted investment allocation policies and procedures designed so that MGG allocates investment opportunities to its Clients in a fair and equitable manner, to the extent practicable and over a period of time, without taking into account whether one Client pays MGG higher performance-based (or other) fees than another Client. Cross Trades/Principal Transactions A principal trade is a transaction between MGG or an affiliate thereof and a Client account. Pursuant to Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any principal trade must be disclosed to, and requires the consent of, the Fund or other Client that is opposite MGG or its principals or affiliates in such principal trade. Principal trades create a potential conflict of interest between the duties of MGG and/or its principals and affiliates to MGG’s Clients and their desire to maximize their own profits or obtain other benefits with respect to their proprietary trading activities. To the extent MGG does engage in principal transactions, MGG will comply with all applicable requirements under Section 206(3) of the Advisers Act. MGG may also effect cross trades between Clients where it determines that such trades are in the interest of both Clients. MGG and/or its affiliates may have a potential conflict of interest when engaging in cross trades on behalf of its Clients, as they may have financial incentives (such as the receipt of higher management fees or fees related to the purchase

or sale transaction) to engage in such transactions and/or to favor certain Client accounts over others. MGG seeks to mitigate any conflicts of interest in connection with cross trades. The loans negotiated by MGG are bespoke and not the type that are readily available in the marketplace with third party quotes. As such, in consultation with its outside counsel and advisors, MGG has put in place and relies on a robust valuation process to confirm that the terms of cross transactions are no less favorable to its Clients than those that could be obtained from unaffiliated third parties in arm’s length transactions, including the involvement in such valuation process of both an independent third party member of MGG’s Valuation & Risk Committee, and the engagement of nationally recognized independent third party valuation firms. Additionally, prior to each cross trade, MGG considers whether any material event has occurred since the most recent valuation date that would require a change in the applicable valuation. Other Conflicts of Interest Allocations of Trades and Investment Opportunities It is the policy of MGG to allocate investment opportunities to Clients on a fair and equitable basis, over a period of time, to the extent practicable and in accordance with Clients’ applicable investment strategies. Investment opportunities will generally be allocated among those Clients for which participation in the respective opportunity is considered permissible and appropriate (such Client accounts, “Eligible Accounts”), taking into account, among other considerations: (i) whether the risk-return profile of the proposed investment is consistent with a Client’s objectives; (ii) the potential for the proposed investment to create an imbalance in a Client’s portfolio; (iii) the liquidity considerations of a Client; (iv) potentially adverse tax consequences; (v) regulatory restrictions that would or could limit a Client’s ability to participate in a proposed investment; (vi) leverage considerations and (vii) the need to re-size risk in a Client’s portfolio. If an investment opportunity is permissible and appropriate for only one Eligible Account, the investment opportunity is allocated in its entirety to such Eligible Account. Currently, only certain Clients are eligible to invest in pure equity investments (“Pure Equity Investments”). However, MGG may determine that other accounts are eligible to participate in an investment opportunity that is a Pure Equity Investment. “Pure Equity Investment” means an investment in the equity of an issuer (preferred, common or otherwise) that is not being made concurrent with or in connection with a debt investment in the same issuer or an affiliate thereof; provided, that the term “Pure Equity Investment” shall exclude any investment in, of or related to the equity or equity warrants of a special purpose acquisition company or a transaction related thereto. For the avoidance of doubt (i) investments made in the equity of an issuer at same time or in connection with a loan made to the same issuer (or an affiliate thereof) shall be considered part of the same investment and shall not be a Pure Equity Investment and (ii) lending deals with equity

kickers included in connection with the loan (e.g., an equity incentive issued by a borrower in connection with a loan, such as a warrant) are not Pure Equity Investments. When MGG encounters an investment opportunity that is permissible and appropriate for more than one Eligible Account, MGG will allocate the investment opportunity on a fair and equitable basis over a period of time. In such a situation, the investment opportunity will generally be allocated to the Eligible Accounts prior to or at the trade date or closing of an investment, pro rata based on their respective available investment capital. Notwithstanding the foregoing, allocations of investment opportunities may be made on a basis other than pro rata for a number of reasons, and the determination may be based on factors that include, but are not limited to: (i) an Eligible Account’s investment guidelines, and parameters, restrictions, current portfolio, liquidity considerations, and/or capacity; (ii) the current investment pipeline and the projected yield to maturity of an investment or investments; (iii) clearing, credit, and trading line considerations, including leverage considerations; (iv) tax, regulatory, ERISA, or legal considerations; (v) the current market environment; (vi) to avoid odd lots, enhance diversification, minimize concentration, or enhance terms to parties, (vii) whether or not an Eligible Account is in ramp-up, start-up period or wind-down or liquidation and/or (viii) the financial instruments comprising an investment (e.g., whether the investment consists of debt, equity and/or other assets and whether the instruments are expected to perform like debt or equity). MGG is not obligated to purchase or sell for a Client account every investment which MGG or its employees may purchase or sell for any other Client account(s), if such a transaction or investment appears unsuitable, impracticable or undesirable for the Client account; provided, that MGG, to the extent within its control, may not favor itself in any way to a Client account’s detriment and will act in a manner that, over the long term, is fair and equitable to all its Clients. To the extent an investment opportunity is a follow-on investment to a pre-existing investment, MGG may first allocate such follow-on investment to such Eligible Accounts holding such pre-existing investment based on their respective available investment capital. MGG will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, a Client account solely because MGG purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to, another Client account if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the Client account that will not participate in such investment opportunity. Some prospective investment opportunities pursued by MGG may be projected to be lower-yielding investments that may be less suitable (or not suitable) for certain Clients. MGG may allocate a greater percentage of a lower-yielding investment to certain Clients (when compared to the percentage that would have been allocated if the investment were

not a lower-yielding investment) if MGG determines that such investment is more consistent with the investment objectives and parameters of those Clients. MGG may also allocate a greater percentage of a “higher” yield investment to certain Clients (when compared to the percentage of such investment that would have been allocated if the investment were not a “higher” yield investment) if MGG determines that such investment is more consistent with the investment objectives and parameters of those Clients. In the event an investment’s projected yield is at a level that is deemed to be too low for a Client at the time it is being made (taking into account factors deemed relevant by MGG, including without limitation, the current portfolio of the Client, the current market environment, the pipeline of investments for Clients, available capital and similar factors used in determining allocations, which may include any applicable “opt out” rights), MGG may, in its sole discretion, determine to allocate the entire investment, or a disproportionate share of such investment, to only those Clients for which MGG determines such investment is suitable, which will result in a disproportionate allocation of such investments among Clients. The determination of whether an investment is “low-yield”, whether a “low-yield” investment will be made, in whole or in part, by the Client and whether an investment’s projected yield is too low to be suitable for the Client will be made by MGG in its good faith discretion, taking into account factors deemed relevant by MGG. including those described above. Co-Investments MGG and its affiliates, from time to time, offer one or more existing Fund investors and/or other third-parties the opportunity to co-invest with a Fund in particular investments either on a direct basis or through a co-investment fund. MGG and its affiliates are not obligated to arrange co-investment opportunities, and no existing Fund investor will be obligated to participate in such an opportunity (or have the right to do so absent a contractual (e.g., side letter) right to the contrary). Absent a contractual right granted to an existing Fund investor to the contrary, MGG and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular existing Fund investor and/or third parties based on factors including, but not limited to, the nature of the opportunity, speed of execution required, tax considerations, such persons’ familiarity with, capability and history of making similar investments, such person’s prior expressions of interest in making similar investments (including, in the case of Fund investors, the level of private investment participation selected by such investor in subscribing to the applicable Fund), the ability of such persons to generate future investment opportunities or provide other benefits to Clients and/or MGG and/or to provide analytical and market advice or other expertise that may be valuable to Clients, and other factors deemed by MGG to be relevant. In addition, Employees may co-invest with our Clients whether or not the particular co-investment opportunity is offered to Investors or other third parties. In addition, if MGG determines that an investment opportunity is too large, or otherwise not appropriate, for the Funds and other Client accounts, MGG and its affiliates may, but will not be obligated to, make proprietary investments therein. MGG or its affiliates may receive fees and/or allocations from co-investors, which likely will differ as among co49

investors and also may differ from the fees and/or allocations borne by investors in the primary Funds. Side Letter Agreements MGG or a related person, will have the discretion to waive or modify the application of, or grant special or more favorable rights with respect to, any provision of a Fund’s Governing Documents to the extent permitted by applicable law. To effect such waivers or modifications or the grant of any special or more favorable rights, MGG or a related person, may enter into separate agreements with one of more Fund investors. Valuation The Funds’ assets and liabilities are valued in accordance with MGG’s Valuation Policy. In making valuation determinations, MGG is at times subject to a conflict of interest, as the valuation of such assets and liabilities affects its compensation and the compensation of a general partner. There is no guarantee that the value determined with respect to a particular asset or liability by MGG will represent the value that will be realized by a Fund on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. MGG primarily addresses the potential conflicts noted above by enforcing a robust Code that (i) requires Access Persons to place the interests of the Clients over their own, (ii) requires all Access Persons to acknowledge their receipt and understanding of the Code, upon hire and annually thereafter, and (iii) prohibits Access Persons from making investments in certain securities/companies without appropriate preclearance from the CCO. Services by MGG Borrowers or Portfolio Companies The Funds, Clients, MGG Portfolio Companies and MGG and/or its affiliates (“MGG Entities”) can be expected to engage an MGG Portfolio Company to provide services that would otherwise be provided by a third party. Some of the services performed by an MGG Portfolio Company could also be performed by a MGG or an MGG Entity from time to time and vice versa. Fees paid by a Fund or to, or value created by, MGG Portfolio Companies or other MGG Entities do not offset or reduce the Management Fee payable by the limited partners of a Fund and are not otherwise shared with the Fund, unless otherwise required by the Organizational Documents. Furthermore, in certain circumstances, MGG can be expected to play a substantial role in overseeing the personnel of MGG Portfolio Companies that provide services to Funds, Clients or other MGG Portfolio Companies on an ongoing basis, including, without limitation, with respect to the selection, hiring, retention and compensation of such personnel.

Conflicts in Investments in Tranches In pursuing the investment strategies of the Funds, the Funds at times invest in a loan to a single borrower that is comprised of different “tranches.” For example, a senior secured term loan may be comprised of a “first out” tranche, a “second out” tranche, and a “last out” tranche. Funds at times invest in different tranches of the same loan. Similarly, Funds also make investments in an issuer at different levels of the issuer’s capital structure. For example, a Fund may invest in the senior secured debt of such issuer, while another Fund invests in the issuer’s unsecured debt and/or equity. As a result, a Fund’s investment in a tranche of a loan (or at different levels of an issuer’s capital structure) may be subordinated, senior or otherwise adverse to one or more investments in other tranches of the same loan held by another Fund (or to one or more investments held by another Fund at other levels of the issuer’s capital structure). MGG is subject to conflicts of interest determining whether Funds should invest in various tranches of a single loan (or at different levels of an issuer’s capital structure), and is also subject to conflicts when negotiating the terms of one or more tranches of the same loan, particularly when Funds invest in different tranches of that loan. There may be times where the Funds are the only investors in a loan with multiple tranches or otherwise control the negotiations and have significant influence in the terms and size of the various tranches. In those cases, MGG will have the responsibility of negotiating all of the terms corresponding to each tranche of the loan. Similar conflicts may arise when a Fund invests in different levels of an issuer’s capital structure. Affiliates of MGG receive performance-based compensation from the Funds, and the terms of the performance-based compensation differ among such Funds. Accordingly, MGG is at times incentivized to size the various tranches, obtain terms related to particular tranches and allocate those tranches among the Funds to maximize the performance-based compensation to its affiliates. Other factors that can influence MGG’s negotiation and determination of the terms (including size) of the various tranches of a loan include, but are not limited to: (i) the available capital of the Funds, (ii) the rights of the investors in the Funds (including termination and/or withdrawal rights), (iii) differing investment guidelines and target returns for the Funds, (iv) the current portfolio of the Funds, (v) the current market environment, (vi) the current pipeline of investments for the Funds, (vii) the expected yield of an investment in a tranche and (viii) whether or not a Fund is in rampup, its start-up period or wind-down or liquidation. All of these and other factors cause or can cause conflicts of interest in structuring the terms of the various tranches (such as interest rates, covenants, and events of default) that may not be present if an independent third party was investing in the different tranches. Ultimately, if Funds invest in different tranches of a loan, MGG will seek to obtain terms for each tranche comparable to those that would have been obtained had such terms been negotiated between independent third parties in an arm’s length transaction.

If the borrower of such a loan breaches its credit agreement, defaults on its obligations or seeks protection from creditors in bankruptcy or reorganizations, conflicts of interest will arise for MGG in its decision-making process. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. For instance, it may be in the best interest of the holders of the “first out” tranche to foreclose on their tranche of the loan so they are out in full while the holder of the “last out” tranche may prefer to waive the default or renegotiate the terms of their tranche. Similarly, it may be in the best interest of holders of senior debt of an issuer to approve of a plan of reorganization that favors such senior debt holders at the expense of holders of junior debt of such issuer. Accordingly, MGG may be in a position where it would ordinarily seek to protect the interest of a Fund to the potential detriment of another Fund to the extent such Funds own different tranches of a loan or invest at different levels of an issuer’s capital structure. In addition, to the extent a Fund holds securities or loans that differ (including with respect to their relative seniority) from those held by other Funds in the same investment or portfolio company, MGG will be presented with decisions when the interests of the Funds are in conflict. For example, conflicts could arise where a Fund lends funds to a portfolio company while another Fund invests in equity securities of such portfolio company. In this circumstance, for example, if a portfolio company were to go into bankruptcy, become insolvent or otherwise be unable to meet its payment obligations or comply with its debt covenants, conflicts of interest could arise between the holders of different types of securities or loans as to what actions the portfolio company should take. Further conflicts could arise after the Funds have made their respective initial investments. For example, if additional financing is necessary as a result of financial or other difficulties, it is not always in the best interests of Funds to provide such additional financing. If other Funds were to lose their respective investments as a result of such difficulties, the ability of MGG to take actions in the best interests of such Fund might be impaired. MGG could, in its discretion, take steps to reduce the potential for adversity between such Funds, including causing Funds to take certain actions that, in the absence of such conflict, they would not take. Such conflicts will be more difficult if the Fund or other Funds hold significant or controlling interests in competing or different tranches of a portfolio company’s capital structure. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. In addition, there could be circumstances where MGG agrees to implement certain procedures to ameliorate conflicts of interest that involve a forbearance of rights relating to Funds, such as where MGG could cause the Funds to decline to exercise certain control- and/or foreclosure-related rights with respect to a portfolio company (including following the vote of other third party lenders generally (or otherwise recusing itself with respect to decisions), including with respect to defaults, foreclosures, workouts, restructurings and/or exit opportunities), subject to certain limitations. There can be no assurance that any conflict will be resolved in favor of the Funds. There can be no assurance that the return on a particular Fund’s investment will be equivalent to or better than the returns obtained by other Funds participating in the transaction. In addition, it is possible that in a

bankruptcy proceeding, a Fund’s interests will be subordinated or otherwise adversely affected by virtue of another Fund’s involvement and actions relating to its investment. For example, in circumstances where a Fund holds a junior mezzanine interest in a portfolio company, holders of more senior classes of debt issued by such portfolio company (which can include other Funds) could take actions for their benefit (particularly in circumstances where such portfolio company faces financial difficulties or distress) that further subordinate or adversely impact the value of such Fund’s investment in such portfolio company. MGG will seek to resolve such conflicts in a manner that it deems appropriate for the Funds. In resolving such conflicts, MGG may, among other things, (i) determine to protect or otherwise favor the interests of holders of investments in one or more tranches of a loan (or holders of investments at one or more levels of an issuer’s capital structure) if prioritizing that investment or those investments could, in MGG’s reasonable discretion, yield the fairest results to the holders of all of the various investments, (ii) request the applicable advisory committee’s review of and consent to MGG’s proposal to resolve such conflict, (iii) recuse itself from voting on any matter relating to an investment when that investment is also held by one or more third parties, (iv) seek the approval of an independent third party (e.g., an investment bank or other service provider) or the loan acquisition officer for certain non-U.S. Funds that are generally offered to persons who are non-U.S. persons and certain tax-exempt U.S. persons or (v) take another action that MGG determines in its reasonable discretion is appropriate under the circumstances. MGG will seek to resolve such conflicts of interest in a fair and equitable manner over time. Conflict resolution may result in a Fund receiving more or less consideration than it may otherwise have received in the absence of such conflict. It is critical that investors and prospective investors refer to the applicable Fund’s Disclosure Documents and/or Governing Documents for a detailed description of potential conflicts of interest related to an investment in such Fund. The information contained herein is a summary only, and investors and prospective investors are advised to carefully review all conflicts of interest set forth in the relevant Fund’s Disclosure Documents and/or Governing Documents.

With respect to those limited instances in which the Funds purchase or sell or distribute publicly traded securities through a broker-dealer, MGG seeks to satisfy its best execution obligation by considering all relevant facts and circumstances, including the price and size of the order, the trading characteristics of the securities involved, the value of the research provided by each broker, the broker’s execution abilities commission rates, and financial responsibility and responsiveness. MGG does not generally have any soft dollar arrangements with respect to securities transactions for the Funds. MGG does not consider referrals of investors to the Funds in determining its selection of broker dealers or other third parties. Trade Aggregation Although MGG does not often trade in public securities, in such circumstances where more than one Fund is either selling or buying the same type of security, MGG will, to the extent possible, generally place a combined order for two or more Funds engaged in the purchase or sale of the same security if, in its good faith determination, joint execution would be consistent with its duty to seek best execution, consistent with the terms of each such Fund’s Governing Documents, and otherwise in the best interest of each such Fund.

Investors are requested to refer to the Governing Documents of the applicable Fund investment vehicle for further information on the reports provided to such Fund’s investors by MGG.

To mitigate potential conflicts, MGG will generally offset a portion of such benefits against advisory fees payable by the applicable Fund or otherwise remit such benefits to the investors in such Fund in accordance with such Fund’s Governing Documents. Investors are requested to refer to the Governing Documents of the applicable Fund for complete information on the additional compensation received by MGG or its affiliates or supervised persons in connection with such Fund’s investments and the methodology used to calculate the applicable advisory fee offset. Third Party Compensation for Client Referrals MGG and related persons of MGG may from time to time enter into, and have entered into, cash compensation arrangements with unaffiliated placement agents or third parties for introducing investors to the Funds. In accordance with the terms of the applicable Fund’s Governing Documents, any such placement agent fees will usually ultimately be payable by MGG and/or its related entities, either directly or through an offset of the advisory fee payable by such Fund to MGG. A Fund investor will typically not bear any additional charges as a result of an introduction through a placement agent or other unaffiliated third party. MGG will provide prospective investors with detailed disclosures regarding a placement agent’s compensation (and associated conflicts) via applicable Fund offering documents or separately. Prospective investors should carefully review such disclosures. A placement agent’s receipt of the fees noted above presents an inherent conflict of interest for the placement agent in that the placement agent may have an incentive to recommend interests in the Fund to a prospective investor based on the fees it anticipates receiving from such sale (as opposed to the best interests of the prospective investor). Such a conflict will usually be mitigated (at least in part) by the placement agent’s fiduciary duty to place the interests of its Clients over its economic interests. Nevertheless, prospective investors should independently assess whether an investment in a Fund is in their best interests and appropriate aligned with their portfolios’ investment objectives and guidelines, investment

restrictions (if any), asset allocation guidelines and restrictions, liquidity needs, and overall risk/return profiles.

MGG anticipates that the majority of its investments will involve private securities that are (i) acquired from the issuer in a transaction or chain of transactions not involving any public offering; (ii) uncertificated, to the extent ownership thereof is recorded only on the books of the issuer or its transfer agent in the name of the Client; and (iii) transferable only with prior consent of the issuer or holders of the outstanding securities of the issuer. Such securities are not required to be maintained by a qualified custodian. Further, certain certificated, privately offered securities, in which the Fund may invest, are also not required to be maintained by a qualified custodian, provided that: (i) the Fund is subject to an annual audit as explained below; (ii) the certificate can be used only to effect a transfer or to otherwise facilitate a change in beneficial ownership of the security with the prior consent of the issuer or holders of the outstanding securities of the issuer; (iii) ownership of the security is recorded on the books of the issuer or its transfer agent in the name of the Client; (iv) the certificate contains a legend restricting transfer; and (v) the certificate is appropriately safeguarded by MGG and can be replaced upon loss or destruction. To the extent that a Fund’s investments in private securities involve securities that are certificated, but do not satisfy the conditions referenced above, MGG will maintain such certificates with a qualified custodian. MGG is generally exempt from the quarterly account statement delivery obligations and surprise audit requirement of the Custody Rule because each Fund will typically be audited each year by an independent public accountant, registered with and subject to inspection by the Public Company Accounting Oversight Board (“PCAOB”), and MGG will distribute audited financial statements to investors no later than 120 days after the end of each fiscal year. In addition, upon the final liquidation of any such Fund, MGG will obtain a final audit and distribute audited financial statements prepared in accordance with U.S. GAAP with respect to such Fund to all investors promptly after completion of the audit.

In exercising its voting discretion, MGG and its employees will seek to avoid any direct or indirect conflict of interest raised by such voting decision, or otherwise mitigate any conflicts that may arise. MGG’s investment professionals may serve as board members for a Fund’s portfolio companies. In situations where MGG votes the proxy for a company in which a member of MGG serves on the board of directors, MGG has determined that such voting and board service do not inherently present a conflict of interest as the purpose for serving on the board is to maximize the return on the investors’ investment and to ensure that the applicable Fund’s interests are protected. The CCO (or his designee) would deliver proxies in accordance with instructions related to such proxy. In the event proxy voting procedures were ever to be utilized, MGG would keep a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received and internal documents created that were material to voting decisions, and each investor request for proxy voting records and MGG’s response for the previous five years. All proxies that MGG receives will be treated in accordance with these policies and procedures. A copy of MGG’s written proxy voting policies and procedures, as well as a record of how MGG has voted in the past, will be maintained and available for review upon written request.