Churchill Asset Management LLC: investment adviser

CAM provides investment advice and investment management services with respect to first lien senior secured loans (including unitranche loans) (“senior loans”), second lien, junior secured or unsecured mezzanine debt and hybrid capital instruments (“junior capital”), as well as equity co-investments, private equity fund commitments and secondary market investments in private equity fund interests (“private equity”). Senior loans and junior capital investments are made principally to private U.S. middle market companies whose typical profile is consistent with below-investment-grade debt ratings categories and that are, in most cases, controlled by private equity investment firms. Senior loans typically pay interest at rates that are determined periodically on the basis of a floating base lending rate, such as the Secured Overnight Financing Rate (“SOFR”), plus an additional margin and/or original issue discount. “Unitranche” loans are senior loans that typically have a first lien on all assets of the borrower but have leverage levels comparable to a combination of first lien and second lien or subordinated loans. Investments rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds,” and may be considered high risk compared to debt instruments that are rated above investment grade. Junior capital investments are subordinated or junior secured debt instruments, predominantly comprised of current-pay debt securities (but may also include certain types of non-cash pay or pay-in-kind securities). Junior capital investments are often made alongside private equity sponsors, typically in middle market companies. Such investments often include structural protections and stable contractual returns with upside potential that compare favorably to other fixed income investments. Private equity investments are made in funds or other investment vehicles including private investment fund interests acquired through secondary market purchases or GP-led investments in secondary transactions, controlled and/or managed by a diverse network of almost exclusively unaffiliated third-party private equity fund sponsors. Underlying fund strategies include junior debt and credit strategies, buyout strategies, venture capital and growth equity strategies. Equity

co-investments are made principally alongside private equity sponsors in middle market companies, with a target on growth-oriented businesses with a broad industry focus. CAM provides portfolio management services to (i) pooled investment vehicles, operating as private investment funds, including collateralized loan obligations (“CLO”) vehicles, collateralized fund obligation (“CFO”) vehicles, open-end and closed-end funds and single investor funds, (ii) investment companies registered under the Investment Company Act of 1940, as amended (the “Company Act”) and business development companies that have elected to be regulated under the Company Act, (together “Regulated Funds”) ((i) and (ii), collectively, “Funds”) and (iii) institutional or other large individually-managed accounts for sophisticated clients (“Managed Accounts”). In addition, CAM provides sub-advisory services to other investment advisers who in turn advise their clients (“Adviser Clients”). Funds, Regulated Funds, Managed Accounts and Adviser Clients are collectively referred to as “Clients”. Affiliates of the CAM serve as general partner of certain Clients. Prior to June 30, 2023, certain Clients of CAM were sub-advisory clients of Nuveen Alternatives Advisors LLC (“NAA”) and Churchill DLC Advisor LLC, which are both affiliates of CAM and indirect subsidiaries of Nuveen, LLC. On June 30, 2023, the advisory relationships for those clients of CAM that were sub-advisory clients of NAA were transferred and assigned to CAM, such that CAM thereafter became the primary adviser to such Clients. As of December 31, 2025, CAM acts as primary adviser to all of its Clients, other than Nuveen Churchill Direct Lending Corp. and Nuveen Churchill Private Capital Income Fund, for which CAM acts as sub-adviser to Churchill DLC Advisor LLC and Churchill PCIF Advisor LLC, respectively. CAM has full discretionary authority with respect to the investment decisions of its advisory clients, unless otherwise specifically specified by the Client. All such investment advice is provided in accordance with the investment objectives and guidelines set forth in each client’s offering memoranda, prospectuses, registration statements, limited partnership agreements, investment management agreements and or other relevant offering document or constituent documents (collectively, “Operative Documents”). Operative Documents include the collateral management agreement, offering circular and indenture in the case of a securitization vehicle. Investment decisions and advice with respect to separately managed accounts will be provided in accordance with the investment objectives and guidelines set forth in the relevant investment management agreement, to which the relevant account owner is a party as well as any other instructions or restrictions that the relevant account owner may provide.

Separate Managed Account Fees Fees for advisory services provided to separately managed accounts, CAM bills its clients periodically (which can be as often as monthly) for the management fees for separately managed accounts. The basic fee schedules charged by CAM for separate accounts are based on a percentage of the total or average gross and/or net assets of each account as of a particular determination date and will vary per mandate and may also include an incentive fee charged on a percentage of profits or earnings above a particular threshold. The minimum account size is, generally, not less than $100 million. Pooled or Commingled Investment Account Fees Fees for advisory services provided to pooled investment vehicles (e.g., commingled unregistered funds, business development companies (“BDCs”) and closed end funds registered under the Company Act) are established at a rate based on each investment vehicle’s particular circumstances, including its investment program, tax, regulatory and contractual restrictions, and any requirements of applicable law. Fees for such services will be set forth in the Operative Documents for such client account,. Pooled investment accounts typically have higher fees and expenses than large separate accounts because there are certain administrative and fund expenses that do not exist for separate accounts. Pooled investment accounts each have their own investment parameters as described in their offering materials and may offer breakpoints on fees for larger investments. From time to time, CAM may enter into negotiated fee arrangements that, in light of a particular investor’s special circumstances, may result in fee schedules that differ from the basic fee schedules referenced above. Such circumstances may include, without limitation, the type of relationship such investor has with CAM; the complexity and extent of services provided; whether a new account is expected to grow rapidly; the number of different accounts and total assets under management for that investor (and its affiliates or related persons); the investment product mix selected by the investor across any applicable funds or mandates in which it invests, and other circumstances or factors that CAM deems relevant. Additionally, CAM from time to time enters into economic and/or other fee sharing

arrangements with respect to one or more Clients and/or certain limited partners thereof, the rights of which will not generally be made available to other limited partners. Agented Loans Senior loans and junior capital investments purchased for certain accounts may be subject to certain administration and agency provisions, pursuant to which CAM or its related persons may act as the administrative agent and/or collateral agent or in a similar capacity. Under these arrangements and consistent with market practice for senior loans and private credit investments generally, the obligors with respect to such transactions will typically grant a lien to the agent on behalf of the lenders and / or secured parties, including any accounts that hold such investment. The agent is responsible for receiving and distributing payments on the debt instrument to the lenders or holders, and for administering and enforcing remedies under the documentation thereof. The agent may arrange for a third-party sub-agent to carry out any or all of such services. The documentation for the applicable debt instrument may permit the agent to resign with notice but may not in all cases permit the holders of such instrument to cause such agent to be removed. CAM or its related persons will receive compensation from borrowers for such agency services, which compensation generally will not offset any other fees paid to CAM for investment advisory services. Transaction Fees In connection with certain investments (e.g., senior loans), CAM or its affiliates will receive sourcing, syndication, arrangement, structuring, origination and/or similar fees from portfolio companies or their owners (“Arrangement Fees”). CAM may receive Arrangement Fees on investments in which one or more Client invests. The receipt of Arrangement Fees by CAM could create conflicts of interest as such fees could incentivize CAM to invest in and/or favorably negotiate financing terms with such portfolio companies. To mitigate such potential conflicts of interest, CAM’s investment risk procedures are designed to ensure that CAM underwrites such investments for purposes of its client accounts without regard to such potential economic benefits to CAM. CAM may agree on a case-by-case basis to wholly or partially offset such Arrangement Fees against management fees charged to a Client that invests in the related portfolio companies in connection with which Arrangement Fees are received. To mitigate the risk that CAM allocates investments to Client accounts for which any such full or partial waiver does or does not apply, CAM’s investment allocation procedures are designed to ensure that each Client account is allocated investment opportunities in all or substantially all senior loans sourced by CAM on a fair and equitable basis over time (including those for which no Arrangement Fees are received by CAM). CAM’s Fees in General

Investment management fees payable by a Client to CAM are exclusive of transaction costs. In addition, Clients may incur certain other charges imposed by custodians, brokers, distributors and other third-parties, such as fees charged by managers, custodial fees, deferred sales charges, oddlot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The charges, fees and commissions discussed above are exclusive of and in addition to CAM’s fee, and CAM shall not receive any portion of these commissions, fees, and costs. CAM may also charge fixed-fees for certain Client accounts and may charge fixed fees for ancillary services, such as asset transfers or other services associated with administering Client directions or investment guidelines. Costs and Expenses CAM may incur administrative and/or third-party out-of-pocket costs and expenses for or on behalf of each or certain of its Clients, including those associated with the investment and other investment management related activity of the particular Client. To the extent that CAM or its affiliates incur or otherwise advance amounts related to such fees, costs and expenses, such persons will be permitted to be reimbursed (directly or indirectly) by the Client, (or such or Clients and/or co-investors, as applicable) at the same time or different times, as the case may be to the extent permitted in the relevant Operative Documents . In the case of costs and expenses that are incurred on behalf of more than one Client, CAM will allocate such costs and expenses on a fair and equitable basis. If the Operative Documents for a particular Client do not permit the allocation of such costs and expenses to the Client, then any portion of such costs and expenses will be borne by CAM or its affiliates, unless otherwise agreed to in writing by the Client. If the Operative Documents for a particular Client do permit the allocation of such costs and expenses to the Client (or if the client otherwise approves), then such costs and expenses will be paid by the Client directly or reimbursed to CAM or its affiliates that initially paid the relevant costs or expenses. In any such instance, each Client will be allocated no more than its appropriate share of such cost and expenses, which will be determined in accordance with expense allocation factors designed to ensure a fair and equitable allocation of such costs and expenses. Allocations of costs and expenses will, in certain circumstances, be calculated based on the Client's assets under management, capital commitments, invested capital, exposure to the particular investment giving rise to such costs and expenses, or other relevant considerations or metrics, as determined by CAM in good faith pursuant to the terms of the applicable Operative Documents. In connection with private Fund investments, CAM has entered (and will in the future enter) into co-investment opportunities alongside current or prospective investors in such private Funds under which the investors are expected to bear less overall fee relative to the private Fund or other

investors, to the extent permitted by applicable law. CAM may excuse a particular Client from certain costs and expenses after consideration of any special or unique facts or circumstances applicable to such Client. In such circumstances, costs and expenses that would otherwise have been paid or reimbursed by the Client who was excused will be allocated to CAM or its affiliates. Each Client will typically be responsible for all expenses related to its operation, including all costs and expenses of maintaining the operations of the Client and its investments paid by or on behalf of the Client. The Operative Documents of each Client provide a description of any additional fees and expenses for which such Client would be responsible in addition to the management fees and any performance-based allocations or fees (see Item 6 – PerformanceBased Fees and Side-By-Side Management below).

For example, such performance-based compensation arrangements could create an incentive for CAM to recommend riskier investments to Clients with subject to these arrangements in generate performance fees, or to allocate higher-yielding investments to those Clients. Additionally, performance-based compensation arrangements that include capital gainbased fees could incentivize CAM to seek to realize such gains or otherwise earn such capital gain-based fees through portfolio management activities that might not otherwise be in the best interest of the Client. Each of these circumstances could create a potential conflict of interest, particularly when viewed in relation to Clients whose accounts are not subject to a performancebased compensation arrangement. To mitigate the risk of these potential conflicts of interest, CAM has instituted policies and procedures (such as the investment allocation procedures described in Item 12 – Brokerage Practices) to ensure that investment opportunities are made available to all client accounts and allocated on a fair and equitable basis over time, without regard to such compensation arrangements.

Investors in Client accounts are required to meet certain suitability and eligibility requirements as set forth in each Accounts Operative Document and/or managed account agreement. In addition, the minimum investment amount for CAM Account is stated in the applicable Operative Documents and is subject to waiver. CAM also provides investment advisory and investment subadvisory services to Regulated Funds that are marketed to retail investors.

Senior loans and junior capital investments will generally range between $20 million and $300 million, although the size of investments may exceed this range as the business grows or as market conditions and/or client investment capacity may warrant. This summary should not be interpreted to limit CAM’s investment activities in any way. CAM may offer any advisory services, provide advice with respect to any investment strategies and make any investments, including those that may not be described in this Brochure, that CAM considers appropriate, subject to each client’s investment objectives and guidelines. Clients should understand that all investment strategies and the investments made pursuant to such strategies involve risk of loss, including the potential loss of the entire investment, which clients should be prepared to bear. The investment performance and the success of any investment strategy or investment can never be predicted or guaranteed, and the value of a Clients’ investments will fluctuate due to market conditions and other factors. The investment decisions

and actions taken to manage client assets are subject to various markets, liquidity, currency, economic, political, and other risks, and investments may lose value. Methods of Analysis Senior Lending and Junior Capital Investments With respect to its direct lending investments in senior loans and junior capital instruments, CAM performs significant research into each prospective investment and disposition. This includes a strong credit orientation that (a) focuses on companies with experienced senior management teams, leading market positions and strong historical and projected cash flow, (b) engages in extensive financial accounting, legal and environmental due diligence, (c) focuses on companies with conservative capital structures and (d) looks for significant equity investment from the private equity investment firms and their senior management teams, as well as a history of working cooperatively with their debt financing partners and investing additional equity capital in the portfolio companies, if needed. For each investment, CAM implements a regimented credit monitoring system that involves ongoing review and analysis, enabling CAM to identify issues early, assist borrowers and work with other lenders before difficult liquidity constraints present themselves. Private Equity Funds, Secondaries and Co-investments With respect to its private equity investments, CAM aims to be highly selective while moving quickly to meet the capital needs of the third-party private equity funds and companies in which it invests. CAM believes that its ability to execute a deliberate and scalable investment process enables it to act quickly, which is crucial to its position as a preferred co-investment partner. The private equity investment process consists of distinct phases during which the investment team applies a thorough, consistent and disciplined approach to investment evaluation, at any stage of which an investment may be declined. These phases include initial vetting and structuring review, during which marketing materials and financial models are reviewed and analyzed, an early assessment covering transaction structure and the private equity sponsor’s investment thesis, during which key risks and due diligence issues are identified, and comprehensive due diligence with the target fund or company, leading to final investment committee review. Material Risks The information contained in this Brochure cannot disclose every potential risk associated with an investment strategy, individual investment, or all risks applicable to any given Client. Rather, it is a general description of the nature and risks of CAM's strategies and related investments. This summary is qualified in its entirety by reference to the Operative Documents that apply to Client accounts that are managed by CAM (as referred to in this section, "Accounts"). Prospective investors should carefully read the Operative Documents before making an investment in an

Account. Below are a few of the key risks associated with such investments (some of which will not apply to a particular investment): Account Structure Risks — The performance of a strategy could be adversely affected by a number of structural aspects of a strategy, including the impact of: side letters with certain investors which will give that investor specific rights, privileges and benefits not applicable to all investors, the illiquidity of unregistered strategies, the effect of fees and expenses on performance, defaulting investors, indemnification and the return of prior distributions made to investors, holding investments beyond the targeted return period, and no assurance of confidentiality of information shared by investors. Allocation Risks — CAM seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with their respective allocation policies. Additionally, in order to allocate investment opportunities among its affiliates, private funds and institutional separate accounts alongside certain accounts regulated under the Company Act, certain CAM Regulated Funds, their investment advisers, and certain other related entities received an exemptive order from the SEC (Company Act Release No. 35705) (the "CoInvestment Order") that permits such co-investing that would otherwise be prohibited under the Company Act. Due to the application of conditions under the Order, from time to time there could be limits or other impacts on an Account's ability to participate in an investment opportunity, by, for example, adversely impacting the price paid or received by an Account, including commission prices; adversely impacting the size of a position purchased or sold by an Account; precluding an Account from participating, or delaying an Account's participation, in an investment; or limiting the rights that an Account may exercise with respect to an investment. In situations where such co-investment is limited or impacted under the Order, CAM must decide which Accounts will proceed with the investment. CAM makes these determinations based on its allocation policy and procedures, which generally require that such opportunities be offered to eligible accounts on a basis that will be fair and equitable over time and which takes into consideration the ability of the relevant account(s) to acquire securities in an amount and on terms suitable for the relevant transaction. However, the participation of any Account in any particular transaction opportunity cannot be guaranteed. Additionally, CAM's allocation procedures contemplate that CAM will set target hold amounts for its Accounts, which are intended to achieve a high level of investment diversification in each Account. Target hold and level of concentration are dependent upon various factors, including written investment guidelines, stated investor preference, the committed capital available to the Account and overall market conditions, and such target hold amounts may be less than the

maximum hold position permitted under the investment restrictions applicable to a particular Account. As a result, additional investment capacity may exist beyond total client Account capacity, which may result in excess investment opportunities being allocated to co-investment vehicles. Anti-Money Laundering Requirements Risks — Pooled vehicles domiciled in Luxembourg and other non-U.S. jurisdictions may be subject to additional anti-money laundering and sanctions requirements than are applicable to U.S.-domiciled vehicles. Such accounts may be ineligible to participate in some investment opportunities as a result of these requirements, and investment outcomes may differ as a result. Additionally, while CAM uses commercially reasonable efforts to comply with any such screening requirements required under the laws of these non-U.S. jurisdictions where required, CAM may ultimately be unable to ensure compliance with such requirements, especially to the extent that they conflict with U.S. laws or require the participation or assistance of third parties. Artificial Intelligence Risks — The use of artificial intelligence technologies presents risks that could adversely affect CAM's operations, investment decisions, and the business of portfolio companies. Recent technological advances in artificial intelligence and machine learning technology may pose risks to CAM and its portfolio companies. CAM and its affiliates may utilize artificial intelligence tools in business activities, including generative artificial intelligence technologies, machine learning, data analytics, and aggregation tools. The use of artificial intelligence is in its early stages, and ineffective or inadequate development or deployment could be costly and may involve unforeseen difficulties, such as undetected errors or material performance issues. Additionally, whether or not known to CAM, third-party service providers or other counterparties of CAM or its portfolio companies may use artificial intelligence and machine learning technology in their own business activities. Because artificial intelligence is reliant on the collection and analysis of large amounts of data, the effectiveness of the results generated by such technology could be impacted by inaccuracies and/or errors, which may be material. To the extent that CAM or its portfolio companies are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse impacts on investments. Artificial intelligence and its applications, including in the investment management and capital markets industries, continue to develop rapidly, and it is impossible to predict the future risks applicable to CAM that may arise from such developments. In addition, regulators are increasingly scrutinizing and considering regulation of the use of artificial intelligence technologies. CAM cannot predict what, if any, actions may be taken or the impact such actions may have on business and results of operations. Uncertainty in the legal and regulatory regime relating to artificial intelligence, such as evolving review by the SEC, the U.S. Federal Trade Commission, and other U.S. and non-U.S. agencies and regulators, may require

significant resources to modify and maintain business practices to comply with such regulations. Banking System Risks — The financial markets have periodically encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that have experienced significant losses in connection with previous events of insolvency. In such distress events, it may be difficult for such banks to fund demands to withdraw deposits and other liquidity needs. Although the federal government previously announced measures to assist these banks and protect depositors, there can be no assurance that similar measures will be implemented during future periods of volatility. Our business is dependent on bank relationships, including small and regional banks, and CAM proactively monitor the financial health of banks with which we (or our portfolio companies) do or may in the future do business. To the extent that our portfolio companies work with banks that are negatively impacted by the foregoing, such portfolio companies' ability to access their own cash, cash equivalents and investments may be threatened. In addition, such affected portfolio companies may not be able to enter into new banking arrangements or credit facilities or receive the benefits of their existing banking arrangements or credit facilities. Any such developments could harm our business, financial condition, and operating results, and prevent us from fully implementing our investment plan. Any continued strain on the banking system may adversely impact our business, financial condition and results of operations. Bankruptcy Considerations Risks — A portfolio company could become involved in a reorganization, bankruptcy, or other proceeding. In the event of a Chapter 11 filing by a borrower, the Bankruptcy Code of 1978, as amended (the "Bankruptcy Code"), authorizes the borrower to use a creditor's collateral and to obtain additional credit by grant of a priority lien on its property, senior even to liens that were first in priority prior to the filing, as long as the borrower provides what the presiding bankruptcy judge considers to be "adequate protection," which may but need not always consist of the grant of replacement or additional liens or the making of cash payments to the affected secured creditor. The imposition of priority liens on the Accounts' collateral would adversely affect the priority of the liens and claims held by the Accounts and could adversely affect the Accounts' recovery on the affected loans. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by a borrower may adversely and permanently affect the borrower. If the proceeding is converted to liquidation, the value of the borrower may not equal the liquidation value that was believed to exist at the time of the Account's investment. The duration of a bankruptcy proceeding is also difficult to predict, can involve substantial legal, professional and administrative costs and a creditor's return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. Certain Portfolio Allocation and Timing Risks — Certain tax issues apply differently to various Accounts. CAM may from time to time acquire certain originated loans, which can be

acquired by certain offshore accounts only in secondary market transactions under specific conditions enumerated in written tax guidelines. To seek to ensure that any such secondary market transaction is conducted at arm's length, and to address potential conflicts and tax guidelines applicable to certain Accounts, an independent investment professional or other independent third-party may be appointed with the authority to approve or disapprove of the acquisitions by such Accounts of such originated loans. As a result, it is possible that certain originated loans acquired may not be subsequently acquired by such accounts. It is also possible that the various accounts could acquire certain originated loans from other affiliates of CAM, in each case when approved by the independent investment professional or other independent third-party. This may result in various Accounts acquiring investments at different times and on different terms. Changes in U.S. Trade Policy and Other Government Policies — The U.S. government continues to enact and propose the imposition of new tariffs on specific countries and commodities, and may in the future increase or propose additional tariffs. In response, certain foreign trading partners, and others in the future, may impose retaliatory tariffs on certain U.S. goods or take other actions with respect to U.S. trade barriers. The foregoing has created significant uncertainty about the future relationship between the United States and certain other countries with respect to trade policies, treaties and tariffs. These developments, or the continued uncertainty relating to U.S. trade policies, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. The uncertainty relating to U.S. trade policies has increased market volatility. Additionally, trade tensions, political disagreements, and regulatory concerns from trading partners may make customers, governments and investors more hesitant to engage with, purchase from, or invest in U.S.-based companies. Any of these factors could depress economic activity and restrict portfolio companies' access to suppliers or customers or the cost of such goods and have a material adverse effect on their business, financial condition and results of operations, which in turn could negatively impact an Account. It is not possible to predict the impact that these or similar future events will have on the United States and other economies, specific industries, us or our underlying portfolio companies from an economic, tax or regulatory perspective, but any such impact could be material and adverse for us. Competitive Market for Investment Opportunities Risks — The activity of identifying, completing, and realizing attractive portfolio investments is competitive and involves a high degree of uncertainty. There can be no assurance that an Account will be able to locate and complete portfolio investments which satisfy the Account's investment criteria and meet its rate of return objectives, or that it will be able to invest fully its available capital. It is possible that competition for appropriate investment opportunities may increase, which may reduce the number of opportunities available to the Account and/or adversely affect the terms upon which such investment can be made. Market disruptions may prevent the Account from obtaining suitable

investments. CAM competes with a number of specialty and commercial finance companies, traditional commercial banks, private investment funds, regional banking institutions, small business investment companies, investment banks, and insurance companies. Additionally, with increased competition for investment opportunities, alternative investment vehicles, such as hedge funds, may seek to invest in areas they have not traditionally invested in, including investing in middle market companies. As a result, competition for investments in middle market companies has intensified, and this trend is expected to continue. Certain existing and potential competitors are large and may have greater financial, technical, and marketing resources than CAM. Some competitors may have lower costs of funds and access to funding sources that are not available to CAM. 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. These characteristics could allow competitors to consider a wider variety of investments, establish more relationships, and offer better pricing and more flexible structuring than CAM offers. If CAM is forced to match competitors' pricing, terms, and structure, it may not be able to achieve acceptable returns on investments or may bear substantial risk of capital loss. Furthermore, many competitors are not subject to the same regulatory restrictions that apply to CAM. The competitive pressures faced may have a material adverse effect on business, financial condition, and results of operations. As a result of this competition, CAM may not be able to take advantage of attractive investment opportunities from time to time, and may not be able to identify and make investments that are consistent with investment objectives. Conflict of Interest Risks — The risk that conflicts of interest may arise between CAM, its officers and affiliates, on the one hand, and one or more clients or Accounts, on the other.  For example, senior investment professionals and members of the investment committees of CAM serve as officers, directors or principals of entities that operate in the same or a related line of business as an Account. In serving in these multiple capacities, they have obligations to other Accounts or investors in those entities whose interests could conflict with the interests of certain of the Accounts.  CAM or its affiliates act as the administrative agent or arranger on credit facilities under which such securities are issued, which may contemplate additional compensation to such affiliates for the service of acting in such capacity.  CAM has separate account, fund-of-one or other managed account arrangements in place with TIAA or subsidiaries thereof. Consistent with CAM's investment allocation policies and the Order, CAM also manages certain investments for itself and/or its affiliates or parent company and allocates the same investments to TIAA (or subsidiaries thereof) pursuant to such arrangements, which may lead to conflicts of interest. In certain instances, other Accounts managed by CAM (including a proprietary account of TIAA)

invest in the same or similar loans or securities held by other Accounts, and which are acquired at different times at lower or higher prices. Those investments in some cases are also in securities or other instruments in different parts of the relevant portfolio company's capital structure that differ significantly, including with respect to material terms and conditions, including without limitation seniority, interest rates, dividends, voting rights and participation in liquidation proceeds. Consequently, in certain instances certain of the Accounts hold investments in positions or interests which are potentially adverse to those taken or held by other Accounts. In such circumstances, measures will be taken to address such actual or potential conflicts, which may include, as appropriate, establishing an information barrier between or among the applicable personnel of the relevant affiliated entities, requiring recusal of certain personnel from participating in decisions that give rise to such conflicts, or other protective measures as shall be established from time to time to address such conflicts. Further, an affiliate of CAM may serve as the administrative or other named agent on behalf of lenders with respect to investments by the Accounts and/or one of its affiliates. In some cases, investments that are originated or otherwise sourced by CAM are funded by a loan syndicate organized by CAM or its affiliates. The participants in such loan syndicate (the "Loan Syndicate Participants"), in addition to the Accounts, may include other lenders and various institutional and sophisticated investors. The entity acting as agent serves as an agent with respect to loans made at varying levels of a borrower's capital structure. As a result of an affiliate of TIAA acting as agent for an agented loan where a Loan Syndicate Participant may own more of the related indebtedness of the obligor or hold indebtedness in a position in the capital structure of an obligor different from that of the Accounts, such Loan Syndicate Participants will be in a position to exercise more control with respect to the related loan facility than that which CAM could exercise on behalf of the Accounts, and may exercise such control in a manner adverse to the interests of the Accounts. In addition, TIAA, which is a client of CAM, and other Accounts, in connection with an advisory relationship with CAM or its affiliates, are limited partner investors in many of the private equity funds that own the portfolio companies in which the Accounts may invest, or TIAA may otherwise have a relationship with the private equity funds or portfolio companies, which may give rise to certain conflicts or limit the ability of the Accounts to invest in certain portfolio companies. Conflicts Arising from Continuation Vehicles and GP-Led Secondary Transactions — CAM reserves the right to establish one or more investment vehicles for the purpose of purchasing one or more investments from an Account (sometimes, but not always, where the selling Account is approaching the end of its term) in connection with, or alongside another Account making an investment (such vehicles, "Continuation Vehicles" and such transactions, "Continuation Transactions").

In certain Continuation Transactions, investors in the selling Account are provided the opportunity to elect either to sell their interests in the applicable underlying investments for cash or to roll over some or all of such interests into the applicable Continuation Vehicle. The Continuation Vehicle may also admit new investors, which generally provides liquidity to investors electing to sell. As a result of differing investor elections, the transfer of an underlying investment to a Continuation Vehicle results in certain investors exiting their investment while other investors continue their exposure to the investment through the Continuation Vehicle. Additionally, in such circumstances, CAM and its affiliates act on behalf of, and make investment decisions for, both the selling Account and the Continuation Vehicle simultaneously, which creates inherent conflicts of interest. These conflicts include, among others, determinations regarding whether to pursue a Continuation Transaction rather than an outright sale to an unaffiliated third party or a continued hold within the existing Account, the timing of such transaction, the valuation of the underlying investments, the transaction price and structure, the selection of counterparties, and the allocation of rights among participating investors. There can be no assurance that the terms of any such transaction will be equivalent to those that would be obtained in a fully arm's-length sale to an unaffiliated third party. CAM may seek to mitigate these conflicts through processes such as obtaining third-party valuations or fairness opinions or seeking approval from an Account's advisory board or committee; however, these mechanisms are designed to manage, rather than eliminate, the conflicts described herein. Additionally, Continuation Transactions and GP-led secondary transactions are subject to increased regulatory scrutiny and evolving market practices. As regulatory expectations and industry standards continue to develop, CAM and its Accounts face increased compliance obligations and regulatory risk in connection with such transactions. Contingent Liabilities Risk — CAM makes a number of investments in securities of portfolio companies that are private companies. If CAM is required or desires to dispose of an investment in a private company, we may be required to make representations about the business and financial affairs of the portfolio company typical of those representations made by an owner in connection with the sale of its business. CAM also may be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that could result in the satisfaction of funding obligations through our return of distributions previously made to us. Covenant-Lite Loan Risks — "Covenant-lite" loans generally refers to loans that do not have a complete set of financial maintenance covenants. Generally, "covenant-lite" loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower's financial

condition. Accordingly, to the extent Accounts are exposed to "covenant-lite" loans, there may be a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Credit Derivatives Risks — Credit default derivatives are linked to the price of reference securities or loans after a default by the issuer or borrower, respectively. Market spread derivatives are based on the risk that changes in market factors, such as average credit spreads, can cause a decline in the value of a security, loan or index. The use of credit derivatives involves strategies and risks different from those associated with ordinary portfolio security transactions. If the forecasts of default risks, market spreads or other applicable factors are incorrect, investment performance will diminish compared with what it would have been if these techniques were not used. Moreover, if the forecasts are correct, there is a risk that a credit derivative position may correlate imperfectly with the price of the asset or liability being hedged. To the extent desired for strategic purposes, exposure may be attained through the use of derivatives described herein, through credit default swap transactions and through other derivatives. Credit Rating Downgrade and Government Shutdown Risks — U.S. debt ceiling and budget deficit concerns have increased the possibility of credit-rating downgrades or a recession in the United States. Concerns over the United States' budget deficit have led ratings agencies to lower, or threaten to lower, the long-term sovereign credit rating of the United States, including downgrades by Fitch from AAA to AA+ in August 2023 and by Moody's from AAA to AA1 in May 2025. There is no guarantee that there will not be further downgrades, or downgrades by other ratings agencies, in the future. The impact of increased debt ceiling concerns and/or downgrades to the U.S. government's sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. These developments could cause interest rates and borrowing costs to rise, which may negatively impact the ability to access debt markets on favorable terms. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time, including most recently in the fall of 2025, and future disagreements may lead to additional shutdowns during periods of budget negotiation. Continued adverse political and economic conditions could have a material adverse effect on business, financial condition, and results of operations. Credit Risk — Involves the risk that the issuer of bonds or loans may not be able to meet interest or principal payments when the bonds or loans become due. Portfolio companies that issue debt securities purchased for the Accounts may face intense competition, changing business and economic conditions, or other developments that may adversely affect their performance. An economic downturn would generally lead to a higher non-payment rate, and a loan may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan's value.

Cybersecurity Risks — CAM and others in the industry are targets of malicious cyber activity. A successful cyber-attack, whether perpetrated by criminal or state-sponsored actors, against CAM or its service providers, or an accidental disclosure of non-public information, could have an adverse effect on the ability to conduct business and on results of operations and financial condition, particularly if those events affect computer-based data processing, transmission, storage, and retrieval systems or destroy data. The rapid evolution and scale of artificial intelligence technologies may also increase the likelihood or effectiveness of a cyberattack against CAM, Churchill, or third-party service providers. For example, artificial intelligence-enabled fraud can materially impact the effectiveness of traditional cybersecurity controls by accelerating and scaling social engineering, creating realistic synthetic documents, and defeating common authentication methods. CAM and its third-party service providers depend heavily upon computer systems to perform necessary business functions. Despite the implementation of a variety of security measures, computer systems could be subject to unauthorized access, acquisition, use, alteration, or destruction, such as from the insertion of malware (including ransomware), physical and electronic break-ins, or unauthorized tampering. CAM may experience threats to data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize confidential, proprietary, personal, and other information processed and stored in, and transmitted through, computer systems and networks, or otherwise cause interruptions or malfunctions in operations, which could result in damage to reputation, financial losses, litigation, increased costs, regulatory enforcement action and penalties, and/or customer dissatisfaction or loss. Additionally, if a significant number of the members of our management were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised. Third parties with which CAM does business are sources of cybersecurity or other technological risks. Cybersecurity failures or breaches by service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which Accounts invest, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate valuations, impediments to trading, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement or other compensation costs, or additional compliance costs. Substantial costs may be incurred in order to prevent any cyber incidents in the future. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. For example, the SEC has adopted rules requiring disclosure of material cybersecurity incidents and disclosure relating to cybersecurity risk management, and

amendments to Regulation S-P governing policies and procedures designed to address unauthorized access to customer information. CAM may face increased costs to comply with any new or changing regulations. Additionally, remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit weaknesses in a remote work environment, heightening the cybersecurity risks described above. Defaults Risk — A portfolio company's failure to satisfy financial or operating covenants imposed by CAM or other lenders could lead to defaults and, potentially, the termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company's ability to meet its repayment and other obligations under the loans and other investments held by an Account. In addition, many of our investments will likely have a principal amount outstanding at maturity, which could result in a substantial loss to the Account if the borrower is unable to refinance or repay. An Account may incur expenses to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. A portfolio company also may file for bankruptcy to stay foreclosure proceedings, delaying CAM's ability to enforce the Accounts' rights. This process will require time and resources that, if not resolved quickly and efficiently, could negatively impact an Account's operating results. Direct Lending Risk — Some Accounts may participate in direct lending investments. In connection with such activities there is the possibility of material misrepresentation or omission on the part of the borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of Account to perfect or effectuate a lien on the collateral securing the loan. Accounts will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable but cannot guarantee such accuracy or completeness. Accounts may invest in loans to high-risk borrowers, such as companies or individuals with limited or poor credit histories. The risk of default by such borrowers is high, and any such default may lead to material losses. Enhanced Scrutiny and Regulation of the Private Fund Industry — The financial services industry and the activities of private funds and their managers in particular have been subject to increasing regulatory scrutiny. CAM is subject to the risks and costs associated with compliance with rules and regulations, including federal and state securities laws, antitrust laws, anti-money laundering laws, anti-bribery laws, laws relating to foreign officials, tax laws, and privacy laws with respect to Account information, as well as the Employee Retirement Income Security Act of 1974, as amended. We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels, as well as oversight from governmental agencies and self-regulatory organizations in foreign jurisdictions in which we operate. These laws and regulations, as well as their interpretation, could change from time to time, and new laws, regulations and interpretations

could also come into effect, which could have a material adverse effect on our business and the business of our portfolio companies. The SEC and other regulatory bodies with jurisdiction over CAM and our Accounts retain broad regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. In recent periods, the SEC and its staff have focused more narrowly on issues relevant to alternative asset management firms, including by forming specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against such firms, their principals and employees. Recent SEC examination priorities have highlighted increased focus on certain alternative investment strategies, including private credit, with particular attention to valuation practices, leverage, liquidity management, fee and expense disclosures, conflicts of interest and risk management practices. Our Accounts may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, the Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, the U.S. Department of Justice or other U.S. or foreign governmental regulatory authorities, or by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. The additional legislation and increasing global regulatory oversight of fundraising activities applicable to the alternative asset management industry has included, among other things, increased registration requirements, enhanced oversight and expanded disclosure obligations with respect to alternative asset management firms and the vehicles they sponsor or advise. Such oversight and regulation may cause us or our Accounts to incur significant additional expenses, may divert the attention of our management and employees, and may result in fines if we or an Account are deemed to have violated any applicable regulations. If we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and could be subject to civil fines and criminal penalties. There can be no assurance that we or our Accounts will avoid regulatory examination or enforcement actions. Even if an investigation or proceeding does not result in sanctions or fines, we, our affiliates and any Accounts may be subject to negative Accounts in relation to such investigation or proceeding, which could increase the exposure of our Accounts to potential liabilities and additional legal, compliance and other related costs that adversely affect the ability of our Accounts to achieve their investment objectives. Equity Investment Risks — Accounts may make investments in equity-related securities, such as equity co-investments or equity rights and/or warrants convertible into or exchanged for common stock or the cash value thereof. Equity interests received may not appreciate in value and, in fact, may decline in value. Accordingly, CAM may not be able to realize gains from equity investments, and any gains realized on the disposition of any equity interests may not be sufficient to offset any other losses experienced. CAM will generally have little, if any, control over the

timing of any gains realized from equity investments. CAM may also be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow for the sale of the underlying equity interests. CAM may be unable to exercise any put rights acquired, which would grant the right to sell equity securities back to the portfolio company, for the consideration provided in its investment documents, if the issuer is in financial distress. Additionally, CAM may make equity or equity-related investments alongside a senior loan or junior capital investment, including a senior loan or junior capital investment in which CAM is the majority holder, which may result in conflicts related to the rights of those investments. ESG Factors Risks — CAM has established a Responsible Investing policy for its investment program. CAM is focused on delivering attractive risk-adjusted returns to its clients while upholding the highest ethical standards. CAM assesses material environmental, social and governance ("ESG") factors as part of its investment process, which CAM believes helps both create and protect value for its clients and is consistent with its fiduciary duties and efforts to maximize returns. As part of its investment process, CAM evaluates ESG-related risks that CAM believes have the potential to damage a company's operations and reputation. During due diligence, CAM's responsible investing team performs an analysis of each proposed portfolio company's operating history to identify material ESG risk factors to potentially minimize defaults and losses in its portfolio. CAM's responsible investment team utilizes a proprietary ESG ratings template which applies a set of criteria against each proposed investment, the output of which helps to inform CAM's determination of portfolio company suitability. Post-investment, portfolio companies are monitored on an ongoing basis, and ESG updates are discussed at periodic portfolio review meetings in order to perform an ongoing risk assessment. Our business faces increasing public scrutiny related to environmental, social and governance activities. CAM risks damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency, and the consideration of ESG factors in our investment processes. Additionally, we risk damage to our brand and reputation if CAM fails to originate, underwrite and manage assets on our behalf consistent with its ESG disclosures and practices. Adverse incidents with respect to ESG activities could impact the value of CAM’s brand, the cost of our operations, and our relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could increase our costs and adversely affect our business. On the other hand, CAM may similarly face damage to our brand or reputation if we do not adequately address differing stakeholder and regulator perspectives on ESG policies and

disclosure. Some stakeholders have increasingly expressed opposing views and investment expectations with respect to ESG initiatives, and certain regulators, including federal agencies, state legislatures and the U.S. Congress, have proposed, enacted, or indicated an intent to pursue, “anti-ESG” policies or initiated related investigations or litigation. This divergence increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and could adversely impact our reputation and business. Rules, regulations and stakeholder expectations concerning ESG matters have been subject to increased attention and shifting focus in recent years. If CAM fails, or is perceived to fail, to comply with applicable rules, regulations and stakeholder expectations, it could negatively impact our reputation and our business results. Regional and investor specific sentiment may differ in what constitutes a material positive or negative ESG corporate practice. There is no guarantee that CAM’s ESG and sustainability practices will uniformly fit every investor’s definition of best practices for all environmental, social and governance considerations across geographies and investor types. If CAM does not successfully manage expectations across varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities. CAM’s consideration of ESG factors could, to the extent material economic risks or opportunities associated with an investment are identified, cause CAM to consider taking a different action than may have been taken in the absence of such consideration, which could cause us to perform differently compared to funds or other investors that do not consider such risks and opportunities. The consideration of ESG factors as part of CAM’s underwriting and portfolio management process, however, does not mean that CAM pursues a specific ESG investment strategy or that an investment will be selected solely on the basis of ESG factors. Investment decisions are made solely on the basis of pecuniary factors, including CAM’s determination that a particular investment features appropriate risk/reward characteristics, in particular the level of borrower creditworthiness and likelihood of repayment in light of all apparent risk factors, in order to arrive at a prudent assessment of the risk and return characteristics of such investment. Although CAM’s view is that considering ESG factors as part of the investment process could potentially enhance or protect the performance of investments over the long-term, CAM cannot guarantee that any consideration of ESG factors will positively impact the performance of the Fund. In addition, CAM receives ESG-related data from third parties and evaluates potential investments in part based on third-party ESG rating systems. The criteria used in these ratings systems may conflict with actual results and may change frequently. CAM cannot predict how these third parties will score portfolio companies, nor can CAM have any assurance that they score portfolio companies accurately. Equity Investment Risks — Accounts may make investments in equity-related securities, such as equity co-investments or equity rights and/or warrants convertible into or exchanged for

common stock or the cash value thereof. Equity interests received may not appreciate in value and, in fact, may decline in value. Accordingly, CAM may not be able to realize gains from equity investments, and any gains realized on the disposition of any equity interests may not be sufficient to offset any other losses experienced. CAM will generally have little, if any, control over the timing of any gains realized from equity investments. CAM may also be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow for the sale of the underlying equity interests. CAM may be unable to exercise any put rights acquired, which would grant the right to sell equity securities back to the portfolio company, for the consideration provided in its investment documents, if the issuer is in financial distress. Additionally, CAM may make equity or equity-related investments alongside a senior loan or junior capital investment, including a senior loan or junior capital investment in which CAM is the majority holder, which may result in conflicts related to the rights of those investments. Follow-on Investments Risks — Following an initial investment in a portfolio company, Accounts may make additional investments in that portfolio company as "follow-on" investments or provide protective advances to portfolio companies. If Accounts fail to make such follow-on investments or protective advances, this may in some circumstances, jeopardize the continued viability of a portfolio company and impair the value of the Accounts' existing investment. Failure to make such follow-on investments may also result in participating lenders or investors receiving super-priority securities that are structurally senior to the existing investments, or a greater share of equity or other securities of the portfolio company, if the follow-on investment occurs in connection with a workout or restructuring transaction. An Account may be unable to make a follow-on investment because, among other things, it is outside of the investment period, all capital has been deployed, or the investment exceeds concentration limits. Even if an Account has sufficient capital to make a desired follow-on investment, CAM may elect not to make a follow-on investment because it may not want to increase the Account's level of risk, prefer other opportunities or is inhibited by compliance with 1940 Act requirements (including our Order). Foreign Exchange Risks — Investment positions may be taken which create exposure to foreign currencies. Although a significant portion of the investments are expected to be U.S. dollardenominated, any investments denominated in a foreign currency (and any U.S. dollardenominated investments converted to a foreign currency at an investor or client's request) will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. 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. Hedging techniques may be employed to minimize these risks.

Foreign Investment Risks — Some of our Accounts invest a portion of their assets in the equity, debt, loans, or other securities of issuers located outside the United States. Investments in nonU.S. securities involve certain factors not typically associated with investing in U.S. securities. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, legal, regulatory, currency, market or economic developments and can result in greater price volatility and perform differently from securities of U.S. issuers. This risk may be heightened in emerging or developing markets. General Investment Risks — The risk that the entire amount invested may be lost. Participation in Accounts is only suitable for investors who have knowledge and expertise in financial and business matters and are capable of evaluating the merits and risks of an investment in such Account. The acquisition of interests or shares in an Account and the investments made by such Accounts are highly speculative and could involve the risk of total loss of an investor's capital. No guarantee or representation is made that the Account's investment program will be successful or that an investor will not lose money on its investment in the Account, and investment results may vary substantially over time. General Market and Economic Conditions Risks — We are currently operating in a period of significant market disruption and economic uncertainties, which may affect the Account's activities. Changing economic, political, regulatory or market conditions, rising interest rates and credit spreads, elevated levels of inflation, supply chain disruptions, labor and resource shortages, general levels of economic activity, the price of securities and debt instruments and participation by other investors in the financial markets may affect the value and number of investments made by the Account or considered for prospective investment. The value of investments may fluctuate in accordance with changes in the financial condition of portfolio companies and other factors that affect the markets in which the Account invests. Economic, political, regulatory or market developments can affect a single obligor, obligors within an industry, economic sector or geographic region, or the market as a whole. Different parts of the market and different types of investments can react differently to these developments. Every investment has some level of market volatility risk. Economic slowdowns or downturns could lead to financial losses in the Account's investments. In addition, many portfolio companies may be similarly subject to the same economic conditions, which could adversely impact the ability to repay loans made by the Account. The current economic conditions have resulted in an adverse impact on the ability of lenders to originate loans, the volume, type, and quality of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment. The U.S. credit markets (in particular for middle

market loans) have experienced, among other things: (i) increased draws by borrowers on revolving lines of credit and other financing instruments; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans and increased uses of PIK features; and (iii) greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility. Geopolitical Conflicts and Risks — Terrorist acts, acts of war, global health emergencies, or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, global health emergencies or natural disasters could further weaken the domestic and global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks, global health emergencies and natural disasters are generally uninsurable. In late February 2022, Russia launched a large-scale military attack on Ukraine, which significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the West, including the United States. In response to the ongoing military action by Russia, various countries, including the United States, the United Kingdom, and the European Union, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications ("SWIFT"), the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. Additional sanctions may be imposed in the future. Such sanctions and other actions against Russia may adversely impact, among other things, the Russian economy and various sectors of the economy, including but not limited to financials, energy, metals and mining, engineering and defense and defense-related materials sectors; result in a decline in the value and liquidity of Russian securities; result in boycotts, tariffs, and purchasing and financing restrictions on Russia's government, companies and certain individuals; weaken the value of the ruble; downgrade the country's credit rating; freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets; and have other adverse consequences on the Russian government, economy, companies and region. Further, several large corporations and U.S. states have divested their interests or otherwise curtailed business dealings with certain Russian businesses. The ongoing conflicts in Europe and the Middle East and escalating tensions in the region may

create volatility and disruption in the global markets. The ramifications of the hostilities and sanctions, however, may not be limited to Russia and the Middle East and Russian or Middle Eastern companies, respectively, but may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility, cause severe negative effects on regional and global economic markets, industries, and companies and have a negative effect on investments and performance, which may, in turn, impact the valuation of investments that CAM makes for its Accounts. In addition, parties in such conflicts may take retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and the companies in which your account invests. The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related events could have a significant impact on the value of investments and on investment performance. Other geopolitical conflicts could arise in the future, and such conflicts could have material adverse consequences on CAM, its Accounts and their portfolio companies. Global Economic Risks — National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibility that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of an Account's investments. Additionally, major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which an Account invests. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. Such events could materially increase risks, including market and liquidity risk, and significantly reduce Account values. These types of events could also impair the information technology and other operational systems upon which service providers rely and could otherwise disrupt the ability of employees of service providers to perform essential tasks on behalf of an Account. There is no assurance that governmental and quasi-governmental authorities and regulators will provide constructive and effective intervention when facing a major economic, political or social disruption, disaster or other public emergency. Hedging Transactions Risks — Hedging interest rate and credit risks is based on economic

conditions, changes in the credit markets and other factors. In seeking to hedge pursuant to the foregoing, Accounts may use various financial instruments, including without limitation, forward contracts, interest rate swaps, caps, collars and floors. While Accounts may enter into such transactions, unanticipated changes in interest rates may result in poorer overall investment performance than if the Account had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, the Accounts may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent the Accounts from achieving the intended results of the hedge and expose the Accounts to risk of loss. Illiquid Investment Risks — The risk that illiquid investments may be difficult to sell for their fair market value. Investments in private equity and private middle- market loans and securities are highly illiquid and subject to industry cycles, downturns in demand and market disruptions. In general, no active trading market may exist for certain Account investments, which may make it difficult to sell them quickly or at a fair price. To the extent a secondary market does exist for certain illiquid investments, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Accordingly, there can be no assurance that an Account will be able to dispose of loans or other investments in a timely manner and/or on favorable terms. Incentive Fee Risks — The risk that an incentive fee may create an incentive for CAM to pursue investments that are riskier or more speculative than would be the case in the absence of such compensation arrangement. Any incentive fee payable to CAM could be calculated based on a percentage of our return on invested capital. This may encourage CAM to use leverage to increase the return on investment. An incentive fee payable to CAM could also be calculated based upon net capital gains realized on investments. This may encourage CAM to invest more capital in investments that are likely to result in capital gains as compared to income-producing securities, which could result in CAM investing more in speculative securities than would otherwise be the case, and which could result in higher investment losses, particularly during economic downturns. Furthermore, incentive compensation may be calculated and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible, and there may be no obligation to reimburse any part of the incentive fee that was based on accrued income never received. Inflation Risks — Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on the economies and financial markets, particularly in emerging economies, but also in more developed economies, including in the U.S. economy which could be experiencing inflation in certain markets. For example, if such portfolio

companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and their ability to pay interest and principal on loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of investments could result in future unrealized losses and therefore reduce net assets resulting from operations. Interest Rate Risks —Interest rate fluctuations may have a substantial negative impact on the Accounts. In response to market indicators showing a rise in inflation, from March 2022 to September 2024, the Federal Reserve rapidly increased interest rates. Since September 2024, however, the Federal Reserve has gradually decreased interest rates in response to easing inflation. While the Federal Reserve has indicated that there may be additional rate cuts in the future, policymakers continue to emphasize their commitment to monitoring and addressing inflationary pressures, and there can be no assurance regarding the magnitude or timing of future federal funds rate adjustments in either direction. An increase in interest rates (or a sustained period during which interest rates remain at elevated levels) could decrease the value of any investments the Accounts hold which earn interest at fixed rates and could also increase the Account's interest expense, thereby decreasing its net income. Rising interest rates (or interest rates that remain at elevated levels compared to the interest rates that predominated in the previous decade) make it more difficult for borrowers to repay debt, which could increase the risk of payment defaults and cause portfolio companies to defer or cancel needed investment. Any failure of one or more portfolio companies to repay or refinance their debt at or prior to maturity, or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates, could have a material adverse effect on an Account's business, financial condition, results of operations and cash flows. Alternatively, in a prolonged low interest rate environment, including a reduction of base rates, such as SONIA or SOFR, to zero, the difference between the total interest income earned on interest-earning assets and the total interest expense incurred on interest-bearing liabilities may be compressed, reducing the Account's net interest income. Investments in Distressed Securities Risks — Investments can be made that are rated "below investment grade" or unrated, and loans and other obligations of issuers in weak financial condition, experiencing poor operating results including, but not limited to, negative earnings, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These securities and obligations are likely to be particularly risky investments, although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such companies' securities may be

considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. There is no assurance that CAM will correctly evaluate the creditworthiness of the obligor or issuer of a portfolio asset, the value of any assets collateralizing any such portfolio asset or the prospects for a successful reorganization or similar action of any such obligor or issuer. Investments in Middle Market Companies Risks — Investing in middle market, privately owned companies involves a number of significant risks, including but not limited to, that middle market companies: 

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may have limited financial resources and may be unable to meet their obligations under their debt securities that Accounts hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of Accounts realizing any guarantees they may have obtained in connection with the investment; typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and changing market conditions, as well as general economic downturns; are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the company and, in turn, on the Accounts; generally have less publicly available information about their businesses, operations and financial condition. Accounts will rely on the abilities of CAM's investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If CAM is unable to uncover all material information about these companies, CAM may not make an informed investment decision and may lose money on their investments; generally have less predictable operating results, may be particularly vulnerable to changes in customer preferences or market conditions, and may depend on one or a limited number of major customers; may from time to time be parties to litigation, 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; typically have more limited access to capital markets, which may hinder their ability to refinance borrowings and may limit their ability to grow or to repay their outstanding indebtedness upon maturity; and may utilize off-balance sheet arrangements or maintain obligations that are not fully reflected on their balance sheets, such that CAM may not be able to identify, diligence or quantify the risks associated with providing financing to such portfolio company.

Investments in Junior Capital and Mezzanine Debt Risks — Junior capital and mezzanine debt investments are typically comprised of second-lien loans, unsecured debt, subordinated debt and last-out positions in unitranche loans (including fixed- and floating-rate instruments and instruments with PIK income). Such junior or subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same portfolio company. These subordinated securities may not be protected by financial covenants, such as limitations on the incurrence of additional indebtedness, that may apply to certain types of senior secured debt instruments. Holders of junior and subordinated debt generally are not entitled to receive full payments in bankruptcy or liquidation until senior creditors are paid in full. In addition, the remedies available to holders of junior debt are normally limited by restrictions benefiting senior creditors. This may result in an above-average amount of risk and volatility or a loss of principal. These investments may involve additional risks that could adversely affect investment returns. To the extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such debt could subject the Account and investors to noncash income. Since the Account will not receive cash prior to the maturity of some of its mezzanine debt investments, such investments may be of greater risk than cash-paying loans. Investments in Securitization Vehicles Risks — Certain Accounts may be structured in the form of (or invest through) collateralized loan obligation vehicles or collateralized fund obligation vehicles ("Securitization Vehicles"). A Securitization Vehicle is typically a bankruptcy-remote vehicle that issues classes of fixed- and/or floating-rate notes secured by such collateral assets. CLOs primarily own debt or similar fixed income instruments while CFOs primarily own interests in underlying funds, as well as other forms of collateral. Investors in a Securitization Vehicle managed by CAM may purchase different classes of such Securitization Vehicle’s notes, thereby exposing themselves to different risks of principal and interest repayment. Accounts and investors invested in or that have direct or indirect exposure to Securitization Vehicle securities rely on payments made from the underlying collateral assets of the Securitization Vehicles, but do not have direct claims on the underlying assets of such Securitization Vehicles. If proceeds of the underlying collateral assets are insufficient to cover debt service on the notes issued by a Securitization Vehicle, then investors in the Securitization Vehicle may lose money. The notes issued by a Securitization Vehicle may be illiquid and unable to be traded. While the senior classes of such notes are typically rated by one or more rating agencies, the ratings agencies may not provide accurate ratings of the Securitization Vehicles' notes or may withdraw or downgrade such ratings, which could trigger an event of default with respect to the related Securitization Vehicle and a liquidation of its assets. Under current regulations in the United States and European Union, sponsors of CLOs are

required to retain a minimum "skin in the game" investment in their sponsored CLOs, which may reduce the return on certain asset classes of CLO investments. CAM or its affiliates (including client accounts) may hold or manage investments in one or more classes of Securitization Vehicles. In addition, certain Accounts may sponsor and hold the equity of Securitization Vehicles in which other client Accounts of CAM may invest. Affiliates of CAM may also contribute or sell assets to a Securitization Vehicle on arms-length terms in accordance with the procedures for principal transactions described in Item 11. Due to the illiquid nature of the investments managed by CAM and the lack of an active trading market for such investments, in the case of any such asset transfers there can be no assurance that the assets contributed by CAM, or its affiliates will be able to be sold by such Securitization Vehicles at the same or greater prices. Any such entity that sells assets to such a Securitization Vehicle will not be obligated to sell all qualifying assets that it holds to such Securitization Vehicle, or to do so on a pro rata basis among all its assets. Certain investment restrictions in the governing documents for the Securitization Vehicles may further restrict the assets that the Securitization Vehicle may purchase in any such transaction. Further, the primary purpose of the CFO vehicles sponsored by CAM is to generate proceeds to be utilized to make capital commitments to various fund strategies sponsored by CAM and/or its affiliates. CAM may make investment decisions with respect to a CFO's investment in underlying funds managed by CAM and/or its affiliates based on a CFO's investment program and cash flow requirements and without regard to any liquidity or other constraints of the underlying fund. In addition, CAM may take actions with respect to each underlying fund that it sponsors solely from the viewpoint of such underlying fund and may not take into account the interest, if any, of the CFO as an investor in such underlying fund. An additional conflict arises because the underlying funds in which the CFO may invest have different fees, expenses, and compensation structures. Key Personnel Risk — The ability of an Account to achieve its investment objective will be dependent on the diligence, skill, judgment, business contacts and personal reputations of senior investment professionals or other key personnel. These individuals possess substantial experience and expertise in investing, are responsible for locating and executing our Accounts' investments, and have significant relationships with the institutions that are the source of many of our investment opportunities. Therefore, any unforeseen business, medical, personal or other circumstances that would cause any current key personnel to leave or terminate their relationship with CAM could have a material adverse effect on the ability of the Account to achieve its investment objectives. Lack of Controlling Equity Interests Risks — Accounts make minority equity investments in companies and generally do not expect to hold controlling positions in the future. Debt investments in portfolio companies may provide limited control features such as restrictions on

the ability of a portfolio company to incur additional debt and limitations on a portfolio company's discretion to use the proceeds of an investment for certain specified purposes. When a controlling equity position is not acquired in a portfolio company, CAM will not typically be in a position to exercise control over their portfolio companies or to prevent decisions by management of portfolio companies that could decrease the value of the Accounts' investments. Accordingly, the Accounts are subject to the risks that a portfolio company may make business decisions with which CAM disagrees, and management and/or shareholders may take risks or otherwise act in ways that are adverse to the Accounts' interests. Due to the lack of liquidity for the debt and equity investments that the Accounts typically expect to hold in portfolio companies and transfer restrictions imposed on such investments, the Accounts may not be able to dispose of their investments if CAM disagrees with the portfolio company's actions and may therefore suffer a decrease in the value of the Accounts' investments. Lack of Diversification and Portfolio Concentration Risks — To the extent a portfolio is concentrated in a limited number of portfolio companies and industries, the value of an account or such sub-portfolio is likely to experience greater fluctuations and may be more susceptible to any single economic or regulatory occurrence. Further, a concentration of portfolio assets or collateral securing portfolio assets of a limited number of obligors or obligors within a particular industry or region or a concentration of portfolio assets secured by a limited class of assets could impair the Accounts’ portfolios if the industry or region were to experience economic difficulties or if the asset class were to fall out of favor in the market. The unfavorable performance of one or more of the Accounts relatively large investments could have a substantial adverse impact on the aggregate return of the Account. Limited Liquidity of Investments Risks — Accounts may make investments in private companies. These investments will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of Accounts’ investments may make it difficult for Accounts to sell such investments quickly or on favorable terms if the need arises. In addition, if Accounts are required to liquidate all or a portion of an investment in a portfolio company quickly, Accounts may realize significantly less than the value at which it previously recorded the investments. Lender Liability Risks — A number of judicial decisions have upheld the right of borrowers and others to sue lending institutions 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 or its other creditors or shareholders. CAM may be subject to allegations of lender liability, which could be time-consuming and expensive to defend and could result in significant liability. In the course of providing significant managerial assistance to

certain portfolio companies, certain management personnel may serve as directors on the boards of such companies. To the extent that litigation arises out of investments in these companies, such officers may be named as defendants in such litigation, which could result in an expenditure of funds and the diversion of management time and resources. Leveraged Nature of Portfolio Companies Risks — The companies in which the Accounts will invest may employ considerable leverage, a significant portion of which may be at floating interest rates. The leveraged capital structure of the portfolio companies will increase the sensitivity of the Accounts' investments to any deterioration in a company's revenues, condition or industry, competitive pressures, an adverse economic environment or rising interest rates. In the event any such portfolio company cannot generate adequate cash flow to meet debt service, the Accounts may suffer a partial or total loss of capital invested in the portfolio company, which, given the size of the Accounts' investments, could adversely affect the return of the Accounts. Market Volatility, Liquidity and Valuation Risks (types of Market Risk) — The risk that volatile or dramatic reductions in trading activity make it difficult for an Account to properly value investments it holds and that the Account may not be able to purchase or sell an investment security at an attractive price, if at all. Multiple Levels of Fees and Expenses Risks — Underlying funds in which CAM invests generally (i) pay (or require their investors to pay) the respective general partner and investment manager certain fees; and (ii) bear certain costs and expenses. Those fees, expenses and costs are in addition to those of the CAM Account described in its respective Operative Documents. Such fees and expenses are expected to materially reduce the actual returns to limited partners, although the impact of such fees and expenses on investment returns may be reduced by time and money discounts associated with the initial acquisition of funds acquired through secondary transactions. Fees and expenses of underlying funds in which the Account invests will generally be paid regardless of whether the Account or the underlying funds produce positive investment returns. No Assurance of Investment Returns — CAM cannot give assurance that investments will generate returns or that returns will be commensurate with the risks of investing in the type of investments or assets that fall within such Accounts’ individual investment objectives. An Account could experience fluctuations in quarterly operating results due to a number of factors, including CAM's ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire and the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which CAM encounters competition in the markets in which it operates and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Non-Performing Nature of Loans — A loan or debt obligation may become non-performing for a variety of reasons. Such non-performing loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of the principal amount of the loan and/or the deferral of payments. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery. Accounts also may incur additional expenses to the extent that they are required to seek recovery upon a default on a loan or participate in the restructuring of such obligation. There can be no assurance as to the amount and timing of payments with respect to such loans. Although CAM will attempt to manage these risks, there can be no assurance that these investments will increase in value or that an Account will not incur significant losses. Portfolio Company Due Diligence Risks — Before making portfolio investments, CAM will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each portfolio investment. Due diligence may entail evaluation of important and complex business, financial tax, accounting, regulatory, environmental and legal issues, some of which may be based on information or projections by the target company. The due diligence investigation the due diligence investigation conducted with respect to an investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. General economic conditions, which are not predictable, along with other factors, may cause actual performance to fall short of projections that were used to establish a given portfolio investment’s capital structure. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment. The uncertainty of financial projections may result in lower than expected returns on our Accounts’ portfolio investments. Principals' Past Performance Risks — The track record and achievements of the senior investment professionals of CAM are not necessarily indicative of future results that will be achieved by CAM. In their respective roles at past investment firms, CAM's principals were part of other investment teams and were not solely responsible for generating investment ideas. In addition, such investment teams arrived at investment decisions by consensus. Such processes may not be present at CAM. As a result, CAM may not be able to achieve the same or similar returns as those previously achieved by the senior investment professionals of Churchill prior to their employment at CAM. In addition, we depend upon the senior investment professionals of CAM to maintain their relationships with financial institutions, sponsors and investment professionals, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the senior investment professionals of CAM fail to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the

senior investment professionals of CAM have relationships are not obligated to provide us with investment opportunities, and therefore we can offer no assurance that these relationships will generate investment opportunities for us in the future. Underlying Funds Investing Risks — CAM will seek to invest (directly or indirectly) in private equity funds and any partnership or other entity that is the issuer of one or more portfolio investments ("underlying funds"). The success of CAM's investments is therefore subject to those risks which are inherent in the private equity funds in which it invests. These risks are generally related to, among other things, (i) the ability of each of the private equity fund sponsors to select and manage successful investment opportunities; (ii) the quality of the management of each fund sponsor; (iii) the ability of the portfolio funds to liquidate their investments; (iv) general economic conditions; and (v) the ability of CAM to liquidate its investments. Further, although CAM will attempt to evaluate underlying funds based on criteria such as the performance history of such underlying funds or their fund sponsor, CAM will not have the opportunity to evaluate the specific investments made by such underlying funds before they are made and, generally, will have limited or, in some circumstances, no ability to dispose of CAM's indirect investment in such underlying funds, either in the manner or at the time preferred by CAM, if CAM is dissatisfied with the underlying fund's performance. CAM will not be able to participate in the management and control of the underlying funds in which it holds investments nor of the portfolio companies in which such underlying funds have invested. Underlying funds in which CAM Accounts invest may utilize leverage as a part of their investment strategy. Although the use of leverage may enhance returns and increase the number of investments that can be made, it may also substantially increase the risk of loss. Private Debt Securities Risks — The private debt investments intended to be made by the Accounts may be unrated or below-investment grade securities. Portfolio companies that issue private debt securities purchased by the Accounts may face intense competition (including competition from companies with greater resources and capabilities), changing business and economic conditions or other developments which may adversely affect their performance. The success of portfolio companies will be dependent on their management, and there can be no assurance that their performance will meet expectations. In addition, in connection with investments in loans there exists the possibility of material misrepresentations or omissions on the part of the borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Accounts to perfect or effectuate a lien on any collateral securing the loan. Private Debt Terms Risks — A private debt investment may have a contractual return that is not paid entirely in cash, but rather partially or wholly in-kind or as an accreting liquidation preference, thus lengthening the time before cash is received and increasing the risk exposure to the portfolio company. While CAM seeks to achieve targeted returns for a given investment,

including private debt, other factors, such as overall economic conditions, the competitive environment and the availability of potential purchasers of the securities, may shorten or lengthen the holding period of the investment, and some investments may take several additional years from the initial investment date to achieve a realization. In some cases, there may be a prohibition by contract from selling certain securities for a period of time. Liquidating all or a portion of portfolio positions quickly may realize significantly less than the value at which the investments were previously recorded. Regulatory and Compliance Risks — CAM is subject to the risks and costs associated with compliance with rules and regulations, including federal and state securities laws and the Employee Retirement Income Security Act of 1974, as amended. CAM and its portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Any new or changed laws or regulations, as well as changes in the positions of regulatory agencies, which may lead to changes in the level of oversight in the financial service industry, could have a material adverse effect on CAM's business, and political uncertainty could increase regulatory uncertainty in the near term. The nature, timing and economic effects of any potential changes to the current legal and regulatory framework affecting the financial service industry remain uncertain. The effects of legislative and regulatory proposals directed at the financial services industry or affecting taxation could negatively impact the operations, cash flows or financial condition of CAM or its portfolio companies, impose additional costs on CAM or its portfolio companies, intensify the regulatory supervision of CAM or its portfolio companies or otherwise adversely affect the business of CAM or its portfolio companies. In addition, if CAM does not comply with applicable laws and regulations, it could lose any licenses that it then holds for the conduct of its business and could be subject to civil fines and criminal penalties. CAM invests in securities of issuers that are subject to governmental and non-governmental regulations, including by federal and state regulators and various self-regulatory organizations. Companies participating in regulated activities could incur significant costs to comply with these laws and regulations. If a company in which CAM invests fails to comply with an applicable regulatory regime, it could be subject to fines, injunctions, operating restrictions or criminal prosecution, any of which could materially and adversely affect the value of CAM's investment. There can be no assurance that the relevant government will not legislate, impose regulations, or change applicable laws, or act contrary to the law in a way that would materially and adversely affect the business of a portfolio company. As a result, Accounts and/or CAM could be subject to unduly burdensome and restrictive regulations.

The financial services industry and the activities of private funds and their managers in particular have been subject to increasing regulatory scrutiny. This could increase the exposure of Accounts to potential liabilities and additional legal, compliance and other related costs that, as a result, adversely affect the ability of Accounts to achieve their investment objectives. Additionally, over the last several years, there has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulations. Increased regulation of non-bank credit extension could negatively impact operations, cash flows or financial condition, impose additional costs, intensify regulatory supervision, or otherwise adversely affect business, financial condition and results of operations. On the other hand, regulatory changes in the traditional banking sector may provide more flexibility to bank lenders and increase competition for the types of investments that we make. Secondary Investments Risks — Certain Accounts are privately offered pooled investment vehicles that acquire and hold interests in underlying private equity funds as investments, functioning as "secondary" funds of funds. In this capacity, such Account may acquire interests in underlying funds from existing investors rather than through primary commitments. When an Account makes a secondary investment by purchasing an interest from an existing investor, the Account generally will not have the opportunity to negotiate the terms governing such interests, other than the purchase price, nor will it typically be able to secure special rights or privileges. In certain secondary transactions, the Account may also assume contingent liabilities of the selling investor, potentially creating obligations to return previously received distributions in order to satisfy liabilities of the underlying fund. These contingent obligations can be difficult to quantify at the time of acquisition and may expose the Account to unforeseen financial burdens. Secondary investment opportunities in underlying funds are also frequently presented by sellers on a "pooled" or "all-or-nothing" basis, requiring the Account to acquire a bundled portfolio of interests rather than selectively choosing among them. As a result, certain interests within such a portfolio may be less attractive than others, and certain fund sponsors may be less familiar to, or less highly regarded by CAM than others. In such circumstances, it may not be possible for CAM to exclude investments it considers less desirable. This limitation could result in the Account holding interests in funds that it would not have selected independently, potentially affecting overall portfolio quality and performance. Furthermore, there is no established market for secondary investments, and while transaction volumes in the secondary market have grown in recent years, no liquid market for such interests is expected to develop. Accordingly, investors should anticipate limited exit options. Senior Secured Loans Risks — The risks that the collateral securing the Account’s loans may decrease in value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Moreover, in some

circumstances, the Account’s lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including any inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that the Account will receive principal and interest payments according to the loan’s terms, or at all, or that the Account will be able to collect on the loan should the Account be forced to enforce the Account’s remedies. Special Situation Risks — Accounts may make investments in companies involved in (or the target of) acquisition attempts or tender offers, or companies involved in spin-offs and similar transactions. In any investment opportunity involving any such type of business enterprise, the transaction in which such business enterprise is involved will either be unsuccessful, take considerable time or result in a distribution of cash or a new security, the value of which will likely be less than the purchase price to us of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not occur, Accounts may be required to sell its investment at a loss. In connection with such transactions, Accounts may purchase securities on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and are often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price and/or interest rate receivable with respect to a when-issued security are typically fixed when Accounts enter into the commitment, but such securities are subject to changes in market value prior to their delivery. Suitability Risks — All prospective investors, either individually or together with their professional advisers, must have the financial sophistication and expertise to evaluate the merits and risks of an investment in the CAM accounts. An investment in an Account may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment may not be suitable for someone with a lower risk tolerance. Swap Agreement Risks — The use of securities, interest rate, credit, currency, equity, commodity, index, and total return swaps, swap options (or swaptions), and interest rate caps, floors, and collars is a highly specialized activity that involves investment techniques and risks different from those associated with other investment transactions. The Accounts may write (sell) and purchase put and call swaptions. Swaps are individually negotiated transactions where each party agrees to make a one-time payment or periodic payments to the other party. The parties to a swap typically do not obligate themselves to make "principal" payments, but only to pay the agreed-upon rates or amounts as applied to an agreed-upon "notional" amount. Nevertheless, the majority of swap agreements are currently principal-to-principal transactions, in which performance is the responsibility of the individual counterparty and not an organized exchange or clearinghouse. As such, the Accounts may be exposed to counterparty default risk. In the future, it is expected that many interest rate and other standardized swaps will be executed through

clearinghouses, in which case the Accounts may be exposed to the credit of the clearinghouse in the event of counterparty default. Moreover, CAM's forecasts of market values, interest rates, and currency exchange rates may be inaccurate and may result in overall performance results that are worse than the results that would have been achieved without engaging in swap transactions. Finally, all parties to swaps cleared through clearinghouses must post initial margin to the exchange and may be further required to post additional variation margin ("margin calls") if the value of their swap position decreases by certain amounts. The CAM Accounts' obligation to post initial margin and variation margin to a clearinghouse may adversely affect their ability to achieve their various investment objectives. Syndicated Loan Agency Risks — From time to time, Account investments may consist of syndicated loans. Under the documentation for such loans, a financial institution or other entity is typically designated as the administrative agent and/or collateral agent. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, CAM does not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Accordingly, CAM may be precluded from directing such actions unless it acts together with other holders of the indebtedness. There is a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or collateral. In addition, CAM may be unable to remove the agent in circumstances in which removal would be in its best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice, which could further delay enforcement actions. Tax Risks — The impact of country, state, provincial, municipality and other local jurisdictions' taxes imposed on a fund or Account, or the underlying investments owned by that fund or Account. Legislative or other actions relating to taxes could have a negative effect on an Account. The laws pertaining to U.S. federal income tax are subject to ongoing review by the legislative branch, the Internal Revenue Service, and the U.S. Treasury Department. New legislation, U.S. Treasury Regulations, administrative interpretations or court decisions could have adverse consequences, including significantly and negatively affecting the tax consequences applicable to an Account and its investors. Additionally, portfolio investments may present special tax issues, Accounts may invest in certain debt and equity investments through subsidiaries that are classified as corporations for U.S. federal income tax purposes and the taxable income of these subsidiaries will be subject to U.S. federal and state income taxes imposed at corporate rates. Accounts may invest in certain foreign debt and equity investments that could be subject to foreign taxes such as income tax, withholding and value added taxes. Unitranche Loans Risks — Unitranche loans provide leverage levels comparable to a

combination of first lien and second lien or subordinated loans and may rank junior to other debt instruments issued by the portfolio company. Unitranche secured loans provide all of the debt needed to finance a leveraged buyout or other corporate transaction, both senior and junior, but generally in a first-lien position, while the borrower generally pays a blended, uniform interest rate rather than different rates for different tranches. Unitranche secured debt generally requires payments of both principal and interest throughout the life of the loan. In some cases, a portion of the total interest may accrue or be paid in kind. Because unitranche secured loans combine characteristics of senior and junior financing, unitranche secured loans have risks similar to the risks associated with senior secured and second-lien loans and junior debt in varying degrees according to the combination of loan characteristics of the unitranche secured loan. Use of Leverage Risks — CAM Accounts may utilize leverage as a part of their investment strategy where such leverage may be obtained on terms that are deemed by CAM to be beneficial to the Accounts and within prescribed limits. Although the use of leverage may enhance returns and increase the number of investments that can be made, it may also substantially increase the risk of loss. Amounts borrowed by the CAM Accounts will be subject to interest costs, which will be an expense of the Accounts, and, to the extent not covered by income attributable to the assets acquired, will adversely affect the operating results of the Accounts. If the Account defaults on a borrowing, the lender will be entitled to liquidate the assets pledged to secure the loan on such terms as the lender determines. The investors could suffer losses as a result of any such default. Leverage facilities arranged by CAM for its Accounts may be short-term in nature and may not be able to be renewed due to market disruptions or lack of available credit from leverage providers. In such cases, the Accounts may be forced to sell assets in order to repay such leverage facilities at their expiry, potentially at a loss to the applicable Accounts. Valuation Risks — A large percentage of portfolio investments will be in the form of debt and equity investments that are not publicly traded. The fair value of these securities may not be readily determinable. CAM will value these investments in accordance with its valuation policy, which will be at all times consistent with U.S. generally accepted accounting principles ("GAAP") and the Investment Company Act, as applicable. The factors that may be considered in the fair value pricing of investments include the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings, the markets in which the portfolio company does business, comparisons to publicly traded companies, discounted cash flow, relevant credit market indices, and other relevant factors. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, CAM's determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. In instances where CAM personnel determine, approve, or are involved in the determination of the fair value of the investments of certain Accounts and such Accounts pay management fees and/or performance fees that fluctuate with changes in value, such personnel will have a conflict of interest in determining fair value. In addition, in certain circumstances, the amount and timing

of incentive fees received by CAM or its affiliates with respect to an Account will depend in part on the value of such Account's assets and liabilities. If the valuations are incorrect, the amount of incentive fee received, or the timing of receipt of such incentive fee, could also be incorrect. From time to time, CAM may engage valuation management to unaffiliated third-party service providers, conducted in a manner consistent with CAM's valuation policies and procedures. Variable and Floating Rate Securities Risks — The interest rate on floating-rate assets is often determined by reference to an interest rate index, such as a money-market index or SOFR. The interest rate on floating-rate assets typically resets on a periodic basis, e.g., every one, three or six months. Because of the interest rate reset feature, floating-rate assets provide a certain degree of protection against increases in interest rates, although Accounts invested in floating-rate assets will participate in any declines in interest rates as well. See "Interest Rate Risks" for additional discussion of the impact of floating interest rates on the value of Account investments. SOFR is the customary index rate used by CAM in its floating rate investments, though other benchmark rates may be used in the future. There is no guarantee that SOFR will remain the predominant benchmark rate used in the private credit industry, or that CAM will be able to consistently use SOFR as a benchmark rate for the floating rate loans that it originates as well as the floating rate loans that its Accounts use to finance their investments or activities. To the extent that a lender to an Account (e.g., an asset-backed loan lender or a subscription finance lender) requires a loan to an Account to reference an index other than SOFR (or a tenor of SOFR that is different from the tenor of SOFR that predominates in the investments held by such Account or a SOFR floor that is higher than the SOFR floor that predominates in the investments held by such Account), then such Account would be subject to interest rate basis risk, which could result in losses to investors, or reduced income payable to investors.

HPC and Temasek made minority investments in Nuveen Private Capital and Temasek will provide long-term capital commitments to the platform’s new and existing strategies. Nuveen maintains its majority ownership of Nuveen Private Capital, with Churchill and Arcmont Asset Management LLC senior management and employees retaining minority stakes. The transaction will have no impact on Churchill’s investment strategy or processes, leadership or day-to-day operations. CAM has arrangements with related persons that are material to its advisory business and to its Clients. TIAA’s other financial industry entities may be considered affiliates of CAM under various regulatory regimes, including the Investment Advisers Act of 1940, as amended (“Advisers Act”). TIAA subsidiaries include various financial industry entities, including brokerdealers, other investment advisers, commodity pool operators and/or commodity trading advisors, banking or thrift institutions, insurance companies or agencies, sponsors or syndicators of limited partnerships, and sponsors, general partners, or managing members of pooled investment vehicles, among other entities. For further information regarding these subsidiaries, please see Exhibit A. At any given time, each of CAM, on one hand, and TIAA and its affiliates, on the other hand, will engage in their own respective commercial activities with a view toward advancing their own respective business interests. These activities and interests potentially include multiple advisory, transactional, financial, and other interests in securities, financial instruments and companies, and a wide variety of financial services activities. CAM is committed to putting the interests of its Clients first and seeks to act in a manner consistent with its fiduciary and contractual obligations to its Clients and applicable laws. At times, CAM may determine in an exercise of its discretion, to limit or refrain from entering into certain transactions for some or all Clients in order to seek to avoid a potential conflict of interest, or where the legal, regulatory, administrative or other costs associated with entering into the transaction are deemed by CAM to outweigh the expected benefits. Further, certain regulatory and legal restrictions or limitations and internal policies may restrict certain investment activities of CAM on behalf of its Clients. For example, CAM’s investment activities with respect to certain securities, issuers, regulated industries and non-U.S. markets may be restricted where applicable laws or regulations impose limits or burdens with respect to exceeding certain investment thresholds when aggregated with its affiliates. To the extent permitted by the Advisers Act and other laws, as applicable, CAM may give advice, take action or refrain from acting in the performance of its duties for certain client accounts that

may differ from such advice or action, or the timing or nature of such advice or action, for other client accounts including, for example, for Clients subject to one or more regulatory frameworks. TIAA affiliates market, distribute, make referrals of, use and/or recommend CAM’s investment products and services (including accounts and pooled investment vehicles, and investment advisory services) and such affiliates pay and receive fees and compensation in connection thereto. As a result of the potential additional economic benefit to CAM and/or its affiliates resulting from such activities, there is a potential conflict of interest for CAM, which CAM seeks to mitigate in a variety of ways, depending on the nature of the conflict, such as through oversight of these activities. To the extent permitted by applicable law, CAM will in certain circumstances delegate some or all of its responsibilities to one or more affiliates, including affiliated investment advisers. CAM’s affiliation with these entities creates an incentive for CAM to initially delegate and maintain the delegation of its responsibilities to such entities, rather than unaffiliated thirdparty firms. CAM’s affiliates may likewise delegate some or all responsibilities to CAM. Affiliated broker-dealers and their personnel act as distributors with respect to CAM vehicles and may promote and provide marketing support to affiliated client accounts. Broker-dealer personnel are internally compensated for those activities. Such distribution activities are subject to the broker-dealer’s own procedures.

As a result, Access Persons must conduct all personal securities transactions consistent with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of a position of trust and responsibility. 2. Access Persons may not purchase or sell a security when they have actual knowledge that a Client account will be trading in that security (or a Related Security). While Access Persons and their household members may invest in securities that may also be purchased or held by client accounts, they must also generally pre-clear and report all transactions involving securities covered under the codes. In addition, “access persons” must generally provide

duplicates of all trade confirmations, account statements and other brokerage account reports to the personal trading compliance oversight unit for review. The Code of Ethics restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit “access persons” to invest in the same securities as Clients, there is a possibility that “access persons” might benefit from market activity by a client in a security held by an “access person.” The Code of Ethics is designed to ensure that the personal securities transactions, activities and interests of the “access persons” will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing “access persons” to invest for their own accounts. Under the Code, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of CAM’s Clients. “Access person” trading is continually monitored under the Code of Ethics to reasonably prevent conflicts of interest between CAM and its Clients. CAM will provide a copy of the Code of Ethics to any Client or prospective client upon request. All “access persons” must acknowledge the terms of the Code of Ethics annually, or as amended. Participation or Interest in Client Transactions Although CAM’s investment strategy focuses on investing in private equity and private middlemarket loans or debt instruments, and not publicly traded securities, CAM may purchase or sell securities for its Clients in which CAM or a related person may have a position or financial or other interests and may buy or sell for itself securities that it also recommends to its Clients. CAM has established a variety of restrictions, procedures and disclosures designed to address any potential conflicts of interest that may arise as a result of these arrangements. Pursuant to these policies, any principal or cross transaction must be fair and equitable in accordance with the requirements of Section 206(3) of the Advisers Act. In addition, unless otherwise executed after consultation with compliance and legal personnel, the sale price and purchase price in all principal transactions and cross transactions will be the market value of the securities. CAM may at times find it appropriate to engage in certain types of “cross trading” among its managed or affiliated accounts, as permitted by applicable law or regulation. The use of cross trading, when appropriate, can benefit clients by minimizing various costs, including brokerage commissions, market price impact, custody fees, and transfer taxes, and by enabling client accounts to access investments not readily available in the secondary market. CAM has developed policies and procedures with respect to cross transactions, as well as principal transactions arising under Section 206(3) of the Advisers Act. Such policies and procedures are designed to ensure that such transactions are carried out in compliance with applicable laws. Transactions covered by these policies and procedures include:

1. Cross transactions where CAM executes transactions between two accounts managed by CAM; and 2. Principal transactions where CAM, acting for its own account or that of an advisory affiliate, buys an investment from, or sells an investment to, its client’s account. Principal Transactions With respect to principal transactions, the policies and procedures require that CAM must disclose its role in the transaction to the client in writing and obtain the client’s consent before the transaction settles. All such transactions are conducted at fair market value, as determined in accordance with CAM’s valuation policies and procedures. The same is true for transactions between CAM’s Clients and its advisory affiliates. A firm’s advisory affiliates include: (i) all officers and directors (or any person performing similar functions); (ii) all persons directly or indirectly controlling or controlled by or under common control with the adviser; and (iii) all current employees other than those performing clerical, administrative, support or similar functions. Agency Cross Transactions Agency cross transactions are trades ordered by an adviser in which the adviser or an affiliate: (i) acts as agent for both the purchaser and seller of the relevant investment, and either the purchaser or seller, or both, are advisory clients; and (ii) the adviser or an affiliate receives compensation for so acting as agent above and beyond the investment management fees that the adviser stands to receive in the ordinary course of managing the assets of such clients(s). CAM is not a brokerdealer and does not trade through any affiliated broker-dealers and, therefore, does not expect to engage in any agency cross transactions. Other Cross Transactions CAM may arrange for cross transactions other than agency cross transactions. In such instances, CAM must ensure that the transactions do not disadvantage and is in the best interest of each client involved, and that the investments are suitable and appropriate for the client(s) acquiring or disposing of the investment(s). Cross transactions must be (i) permissible und the client’s organizational and advisory agreement(s), as applicable, (ii) executed consistently with the adviser’s duty to obtain best execution, and (iii) priced in accordance with applicable valuation policies and procedures, such that the execution price is attractive to both the buyer and the seller. Investment Criteria In general, CAM’s investment decisions are limited by the investment criteria established for each Client and CAM’s own internal guidelines. In making any investment decision, CAM will consider many factors, including but not limited to, the client’s policies and restrictions,

investment objectives, issuer, industry and sector concentration, tax implications and the size of the investment in relation to the account. Each potential investment undergoes a rigorous review process taking into account various factors including, historical and projected performance, quality of management, transaction structure and current economic condition. In structured transactions, credit enhancement, payment waterfalls, and other structural features are considered. The quality of the underlying collateral in each transaction is assessed using historical performance data, prepayment characteristics and various stress tests and stimulations. CAM also analyzes the issuer or service from a credit perspective, taking into account the financial strength of the entity, the sector in which it operates and the market conditions confronting such business. CAM evaluates the relative value of each transaction and negotiates pricing. Finally, investment decisions are made by the appropriate individuals or committee in a standardized authorization process. CAM, when appropriate, will advise its Clients to invest in securities or loans that are being purchased for its ultimate parent, TIAA. CAM has an established allocation policy to ensure that the purchased investments are allocated fairly.

Investment Allocation Policy and Procedures CAM has established policies and procedures for aggregating and allocating investment opportunities in private equity, junior capital and senior loans, which are intended to mitigate the risk that one or more client investment portfolios managed by CAM unfairly benefit from tradingand investment- related activity conducted at the expense of one or more other portfolios in cases when CAM conducts trading or investment activity for multiple portfolios. The allocation policy also governs how investments are exited and how allocations may be made where capacity exists for an investment in excess of the capacity required to satisfy the recommended allocation. It is CAM’s policy to allocate investment opportunities for the benefit of its Clients; (i) in a manner that is fair and equitable to its Clients over time; and (ii) consistent with applicable laws, rules and regulations that may apply to each respective Client. The policy and procedures are intended to address the risk that investment allocation decisions do not; (i) unduly favor one account at the expense of another, including any proprietary or personal accounts of CAM or its officers or employees; (ii) generate high fees or greater

performance compensation; (iii) develop or enhance a relationship with a client or prospective client; (iv) compensate a client for past services or benefits rendered to CAM or to induce future services or benefits to be rendered to CAM; (v) benefit customers of an affiliate, or attract customers of an affiliate in any related business, if such allocations do not independently benefit CAM Clients; or (vi) manage or equalize investment performance among different client accounts. Under the procedures, each account will be reviewed to determine whether the new proposed investment is eligible in accordance with the underlying account/fund documentation (eligibility criteria or limits). Eligible accounts generally will be allocated their pro rata share based on annual capacity, subject to adjustment for investment- or account-specific parameters or considerations. Annual capacity is the planned total investment amount, inclusive of leverage, of each account per year as adjusted for new accounts added during the year. Appropriate allocation adjustments will be identified in accordance with certain considerations specific to the investment or account (e.g., investment guidelines or restrictions which may apply to an account, target hold amounts established to ensure appropriate levels of investment diversification, or investment limitations arising under applicable law or regulation, as advised by counsel) and the remaining eligible accounts will be allocated their pro rata share based on the annual capacity of each remaining eligible account (as adjusted pursuant to such adjustments). If an initial order cannot be filled in its entirety, each account will receive its pro rata share based on the annual capacity of each account. CAM may decide to withdraw or reduce an allocation to a particular account if the amount allocated is too small in size or value or if the allocated amount does not comply with limits described in the relevant Client’s Operative Documents, limits set by rating agencies for CLO transactions, or to the extent such allocation will not have a meaningful impact on the portfolio. Partial sales of investments will be allocated pro rata based on each account’s outstanding hold position at the time of the sale. CAM may decide to withdraw or reduce a partial sale amount of a particular account (e.g., if such sale is other than for fundamental credit concerns, and such account is not impacted by the event or circumstance causing other accounts to sell such investment). If an investment is being sold for credit reasons, then it is generally expected that all accounts will be allocated their pro rata share of the partial sale amount.

These promoter arrangements and CAM’s related activities will comply with Rule 206(4)-1 of the Advisers Act, which allows compensation only pursuant to a written agreement that (1) describes the activities to be performed by the third party and the compensation to be provided, (2) contains a promise by the third party that it will perform its activities consistent with CAM’s directions and the Advisers Act and related rules, and (3) requires the third party to provide the potential investor with certain mandatory disclosures. In addition, CAM compensates its personnel or affiliates’ personnel for referring Clients or investors to CAM. Any such compensation will be in accordance with Rule 206(4)-1.

statements to the Clients. In all cases, CAM uses qualified third-party custodians to custody Client securities. CAM urges investors to carefully review all statements from qualified custodians and compare such official custodial records to the account statements that we may provide to you. CAM’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

However, from time to time CAM may (i) receive voting securities in exchange for Debt Obligations in connection with the management of such instruments (e.g., in connection with a workout or bankruptcy with respect to the issuer of a Debt Obligation) (“Exchanged Securities”), and (ii) invest in voting securities on behalf of clients whose investment guidelines permit or contemplate investment in private equity transactions or direct equity investments (“Equity Securities”). CAM’s proxy voting policies and procedures will generally apply to Exchanged Securities and Equity Securities that permit the holders thereof to vote such securities via shareholder proxy (collectively, “Voting Securities”), for which CAM possesses proxy voting responsibility under the applicable investment management agreement. CAM will vote proxies relating to Voting Securities managed by it in the best interests of its Clients. CAM will review on a case-by-case basis each proposal submitted for a stockholder or equity investor vote to determine its impact on its Clients’ interests. CAM will generally vote against proposals that it reasonably believes may have a negative impact on its client’s overall position in the issuer of the applicable Voting Securities and will vote in favor of those proposals that it reasonably believes may have a positive impact on such position. CAM’s proxy voting decisions are made by the applicable CAM investment committee having responsibility for the position in the applicable Voting Securities and any related Debt

Obligations, Exchanged Securities and/or Equity Securities overseen by such committee. Each such committee will vote proxies in a manner believed to be in the best interest of the relevant client accounts holding the Voting Securities at issue. Voting decisions will be made on a caseby-case basis in a manner reasonably believed to support decisions that will increase or preserve the value of the portfolio investments held by the applicable Clients. In certain cases, CAM may elect to vote against (or not vote) a particular proxy if the applicable investment committee determines that such action is in the best interest of the relevant Clients or that the cost or other impacts of exercising such a vote outweighs the potential benefit to the relevant Clients. From time to time, CAM may solicit third-party recommendations in connection with Voting Securities from reputable proxy advisors. Information about how CAM voted proxies will be made available to Clients upon written request or will be otherwise reported pursuant to policies of Clients, legal or commercial agreement or regulatory obligations imposed under applicable law. Clients may request a copy of CAM’s proxy voting policy and the proxy voting record by contacting the CAM at the address or telephone number on the cover of this Brochure.

Churchill PCIF Advisor LLC Registered Investment Adviser Registered Investment Adviser CFTC Registered Commodity Pool Operator CFTC Registered Commodity Trading Gresham Investment Management LLC Adviser Nuveen Alternatives Advisors, LLC Registered Investment Adviser Registered Investment Adviser CFTC Registered Commodity Trading Nuveen Asset Management, LLC Adviser Nuveen Fund Advisors, LLC Registered Investment Adviser Snowhawk LP Registered Investment Adviser Teachers Advisors, LLC Registered Investment Adviser TIAA-CREF Investment Management, LLC Registered Investment Adviser Winslow Capital Management, LLC Registered Investment Adviser Nuveen Securities, LLC Registered Broker Dealer Non-U.S. Investment Affiliates Arcmont Asset Management Limited UK FCA Registered Entity Clean Energy Partners LLP UK FCA Registered Entity Glennmont Asset Management Limited UK FCA Registered Entity Glennmont Partners I Limited UK FCA Registered Entity Nuveen Alternatives Europe SARL Luxembourg CSSF Registered Entity Nuveen Asset Management Europe SARL Luxembourg CSSF Registered Entity Nuveen Australia Limited Australian ASIC Registered Entity Nuveen Canada Company Canadian Exempt Market Dealer Nuveen Hong Kong Limited HK SC Registered Entity Nuveen Investment Management International Limited UK FCA Registered Entity Nuveen Japan Co. Ltd Japan FSA Registered Entity Nuveen Management AIFM Limited UK FCA Registered Entity Nuveen Middle East Limited ADGM FSRA Registered Entity Nuveen Singapore Private Ltd Singapore MAS Registered Entity Other Nuveen Affiliates Greenworks Lending LLC Relying Adviser GreenWood Resources Capital Management LLC Forestry Management Nuveen Natural Capital, LLC Forestry, Farmland, Real Estate Management Nuveen Services, LLC Shared Services Entity Symphony Alternative Asset Management LLC Relying Adviser Westchester Group Investment Management, LLC Farmland Management Westchester Group Real Estate, LLC Real Estate Broker or Dealer

Other Primary Financial Industry Subsidiaries of TIAA TIAA-CREF Individual & Institutional Services, LLC Registered Investment Adviser (aka Advice and Planning Services) Registered Broker Dealer TIAA-CREF Tuition Financing, Inc. Registered Investment Adviser Registered Municipal Advisor TIAA Kaspick, LLC Registered Investment Adviser TIAA Wealth Investment Management LLC Registered Investment Adviser Teachers Insurance and Annuity Association of America Insurance Company or Agency Seven30 Re (Bermuda) Co. Limited Insurance Company or Agency Seven30 Insurance (Bermuda) Co. Limited Insurance Company or Agency TIAA-CREF Life Insurance Company Insurance Company or Agency TIAA-CREF Insurance Agency, LLC Insurance Company or Agency TIAA Trust, N.A. Banking or Thrift Institution *The list above refers to TIAA subsidiaries in financial industry affiliation categories referenced in Form ADV, Part 2A, Item 10.C, excluding numerous entities organized primarily to serve as sponsor, general partner, managing member (or equivalent) or syndicator of one or more pooled investment vehicles or limited partnerships (or equivalent). For a list of such entities that have material arrangements with the registrant, please see the registrant’s Form ADV, Part 1, Section 7.A. of Schedule D. The list above refers to the primary financial industry affiliation category and certain TIAA subsidiaries listed above may have additional financial industry affiliations, as further described in its respective disclosure documents (Form ADV, in the case of a registered investment adviser).

Privacy Statement Churchill Asset Management, LLC a subsidiary of Nuveen LLC, considers your privacy to be a fundamental aspect of our relationship with you. In order to provide you with individualized service, we and certain of our service providers collect certain nonpublic personal information from or about you, including when you provide information to us on applications or other forms (such as your address or social security number), and when we process information about your account transactions with us (such as purchases, sales and account balances). We may also collect such nonpublic personal information through your account inquiries by mail, email, telephone or our website or when you otherwise communicate with us. This privacy notice should not be construed as establishing a contractual relationship. We do not disclose any nonpublic personal information about you to anyone, except as permitted by law. So that we may continue to offer you Nuveen, LLC products and services that best meet your investing needs, and to effect transactions that you request or authorize, we may disclose the information we collect, as described above, to companies that perform administrative or marketing services on our behalf, such as transfer agents, or printers and mailers that assist us in the distribution of investor materials. These companies will use this information only for the services for which we hired them, and are not permitted to use or share this information for any other purpose. If you decide at some point either to close your account(s) or to become an inactive customer, we will continue to adhere to the privacy policies and practices described in this notice. With regard to our internal security procedures, we restrict access to your personal and account information to those employees who need to know that information to service your account. We maintain physical, electronic and procedural safeguards that are designed to protect your nonpublic personal information. A copy of our privacy notice is also posted at https://www.nuveen.com/privacy. If you have any questions about our policy or would like additional copies of this notice, please call us toll free at (800) 257-8787 or send us an email through our website www.nuveen.com or write to us at Nuveen at 333 West Wacker Drive, Chicago, IL 60606. For California residents, please visit the following link for more information: https://www.nuveen.com/privacy-ccpa For EEA and UK residents, please visit the following link for more information: https://www.nuveen.com/en-us/resources/nuveen-european-union-united-kingdom-privacy-notice For information on our use of personal data in accordance with the Data Protection Law of the Cayman Islands, please visit the following link for more information: https://www.nuveen.com/en-us/resources/cayman-islands-privacy-notice. For individuals located in Brazil, please visit the following link for more information: https://www.nuveen.com/en-us/resources/Brazil-privacy-notice