Bain Capital Asset Management, LP: investment adviser

As the investment adviser of the Boylston Funds, and the Clarendon Funds (defined below) (collectively, the “Partner Investments Clients”), BCAM identifies investment opportunities for, and may participate in the acquisition, monitoring and disposition of investment opportunities for the Partner Investments Clients. The primary focus of BCAM’s investment advisory activity is recommending limited partnership interests in third party funds that invest in independent return, opportunity credit, hedged equity, infrastructure, real estate, natural resources, public equity (developed and emerging markets), private equity and venture asset classes to the Partner Investments Clients and advising pooled investment vehicles through which current and former personnel of Bain Capital and their affiliates, and certain related persons, invest in Related Funds (defined below) or participate in transactions executed by Related Funds; in each case advised by the Affiliate Advisers (each as defined below) other than BCAM (such pooled vehicles, the “Coinvest Clients,” and together with the Partner Investments Clients, the “ Boylston Clients”). The Partner Investments Clients generally use a “fund of funds” investment structure, and, as such, the Partner Investments Clients do not typically make direct investments in publicly traded securities or in private operating entities. The Coinvest Clients typically invest directly in the Related Funds or make direct investments alongside the Related Funds. BCAM provides investment advisory services to each Boylston Fund pursuant to separate investment and advisory agreements (each a “Boylston Advisory Agreement”). Investments may be executed through an aggregator vehicle (a “Clarendon Fund”). For Boylston Funds and Coinvest Clients, investment advice is provided directly to each Boylston Fund and Coinvest Client, subject to the direction and control of the applicable general partner of such Boylston Fund and Coinvest Client and not individually to investors in those Boylston Funds and Coinvest Clients. Any restrictions on investing in certain types of investments are established by the general partner of the applicable Boylston Fund and Coinvest Client and are set forth in the governing documents for each respective Boylston Fund and Coinvest Client. The governing documents of the Coinvest Clients and/or Related Funds restrict Coinvest Clients to investing on a formulaic basis in or alongside the Related

Funds. In particular, when a Coinvest Client coinvests with a Related Fund (defined below) that is a private equity or venture capital fund, the governing documents of the general partner of the Coinvest Client require such general partner to comply with any agreement with respect to voting or disposing of such co-investment made by the general partner of the Related Fund (defined below). BCAM also provides sub-advisory services to certain pooled investment vehicles structured as insurance dedicated funds (“IDFs”). BCAM sub-advises such IDFs, which invest in investment vehicles managed by Bain Capital’s affiliated registered investment advisers. With respect to these vehicles, BCAM focuses on investing the IDFs’ assets in underlying investment vehicles pursuing various investment strategies, including in the capital markets, private markets, and insurance spaces. BCAM allocates IDF capital to underlying funds pursuing these strategies, particularly to vehicles managed by BCAM and Bain Capital’s affiliated investment advisers. BCAM further provides investment advisory services to one or more insurance companies that are in the business of providing life insurance, annuities, property insurance, and casualty insurance (each a “BCAM Insurance Company Client”). BCAM advises Insurance Company Clients about investing their reserves and/or other investible assets. In particular, BCAM’s advisory activities include, among other things, (i) sourcing, identifying, and evaluating investment opportunities; (ii) making investment decisions; (iii) making investment representations on behalf of the BCAM Insurance Clients; and (iv) buying, selling and otherwise trading securities and other assets. BCAM manages assets in accordance with investment management agreements entered into with BCAM Insurance Company Clients, which contain the clients’ general instructions and mandate limitations. In certain instances, BCAM establishes separately managed accounts (“SMAs”) for its BCAM Insurance Company Clients. BCAM also enters into sub-advisory agreements with other Bain Capital affiliated advisers, which may sub-advise SMAs or other investment vehicles established by BCAM Insurance Company Clients. In addition, BCAM in some instances will recommend that BCAM Insurance Company Clients invest in investment vehicles managed by Bain Capital affiliated registered investment advisers and/or utilize advisory services rendered by them. BCAM provides investment advisory services to each BCAM Insurance Company Client pursuant to an investment management agreement and to each IDF pursuant to a sub-advisory agreement (each, an “Advisory Agreement”). The terms of these documents, including any restrictions on investments in certain types of securities, are the result of negotiations with the applicable BCAM Insurance Client (as defined

below). The Advisory Agreement of a BCAM Insurance Client may be changed by such BCAM Insurance Client only to the extent permitted by the applicable Advisory Agreement. The BCAM Insurance Company Clients and IDFs are referred to collectively as “BCAM Insurance Clients.” Boylston Clients and BCAM Insurance Clients are collectively referred to as “Clients.” As of December 31, 2025, BCAM provides investment advice to approximately $16,294,282,000 of Client assets, of which $15,058,120,000 is discretionary 1 and $1,236,162,000 is non-discretionary.

Complex investments may charge a higher NAV charge, which is based on multiple factors including, but not limited to, administrative complexity, and are disclosed during the offering of the investment. Services provided to the Coinvest Clients are generally paid for by Bain Capital. Coinvest Clients’ pro-rata share of certain expenses related to the Coinvest Clients have in the past and may in the future be borne by the Coinvest Clients. With respect to BCAM Insurance Clients, fees include: As compensation for investment advisory services rendered to BCAM Insurance Clients, BCAM generally receives an advisory fee (“Advisory Fee”). Advisory Fees billed to BCAM Insurance Clients vary client by client and are generally payable quarterly in advance, quarterly in arrears, semi-annually in arrears, or a combination thereof. The fee structures described above are modified from time to time. The precise amount of, and the manner and calculation of, the Advisory Fee for each BCAM Insurance Client is established by BCAM and set forth in such BCAM

BCAM does not have ultimate investment discretion with respect to the assets of any Boylston Fund or Coinvest Client as such discretion is retained by the general partner of each Boylston Fund or Coinvest Client.

Insurance Client’s Advisory Agreement and/or other documentation received by such BCAM Insurance Client. Upon termination of an Advisory Agreement, appropriate treatment, including, where applicable, returning prepaid Advisory Fees on a prorated basis, will be given to Advisory Fees collected in advance. Advisory Fees sometimes differ from one BCAM Insurance Client to another. Expenses Applicable to BCAM Insurance Clients While BCAM Insurance Clients generally bear their own expenses, these expenses may vary among BCAM Insurance Clients and are subject to the terms and conditions set forth in the applicable BCAM Insurance Client’s offering materials, governing documents, or other analogous organizational documents. The expenses borne by BCAM Insurance Clients depend on the terms of the Advisory Agreement negotiated with the applicable BCAM Insurance Client. Unless otherwise specified herein or in such BCAM Insurance Client’s organizational documents, each eligible BCAM Insurance Client bears its organizational expenses and, to the extent not paid by portfolio companies or other investment vehicles, operational expenses and obligations, which shall include:

costs, expenses and liabilities relating to investments, whether consummated or unconsummated, including: (i) any such expenses incurred in connection with platform companies and add-on acquisitions; (ii) expenses relating to identifying, discovering, sourcing, developing (including any retainers, success and finder’s fees and other compensation paid to contractors, senior advisors, joint venture partners, fundless sponsors and sourcing and operating partners), evaluating, valuing, researching, investigating, structuring (including rating agency fees and expenses), diligencing, monitoring, maintaining, servicing, purchasing, making, holding, acquiring, registering (including notary and “gestoria” costs), selling (or potentially selling), refinancing (including any brokerage, borrowing and financing fees or expenses) or restructuring investments; (iii) broken deal and reverse break-up fees, liquidated damages, forfeited deposits, reverse termination fees or similar payments; (iv) all costs and expenses relating to lodging, travel, transportation (including the use of private/chartered, first class or business air travel, taxis, car rentals and any other form of transportation), meals, entertainment and related expenses (including as incurred by a member of the investment team or other member of a general partner, BCAM and/or their affiliates, whether or not traveling) incurred in connection with the BCAM Insurance Client’s affairs, including, for the avoidance of doubt, travel-related expenses incurred in connection with evaluating, making and monitoring investments; (v) professional costs and expenses (including legal, compliance, tax, financial, accounting,

actuarial, valuation, advisory and consulting/experts (including consultants or experts for industry-specific matters, due diligence, reference checks, sourcing or introductions and other similar costs)); (vi) brokerage commissions, hedging costs, expenses relating to short sales, prime brokerage fees, custodial expenses, clearing and settlement charges, private placement fees, syndication fees, solicitation fees, arranger fees, sales commissions, pricing and valuation fees (including appraisal fees), underwriting commissions and discounts, investment banking fees, advisory fees, and bank charges, and custodial, trustee, transfer agent, government and/or regulatory filing, recordkeeping and other administrative costs; (vii) fees of servicers of any investment (including servicers of pools of loans and arrangements providing for profits or other incentive-based compensation); (viii) salaries, bonuses and fringe benefits payable to employees of BCAM, a general partner or their affiliates who are retained to provide operational support (including servicing) to the BCAM Insurance Client or its investments and portions of rent, utilities, information technology, other real- estate related expenses and other similar items and related overhead expenses associated with the retention of such persons; and (ix) salaries, bonuses and fringe benefits payable to any experts or consultants serving as executives or directors for portfolio companies;

all expenses of the BCAM Insurance Client incurred in connection with the ongoing operation and administration of the BCAM Insurance Client, including any legal, tax, auditing, accounting, administrative, Environmental, Social, and Governance (“ESG”), procurement, technology, cybersecurity, bookkeeping, recordkeeping, reporting and clerical services to the BCAM Insurance Client (in each case, whether performed by internal staff of BCAM or a general partner, affiliates of or entities established by BCAM or a general partner or by third parties), and expenses related to acquiring, developing, implementing or maintaining related software; provided that the amount charged to a BCAM Insurance Client for such services by internal staff may be capped at a certain dollar amount;

all costs and expenses incurred in connection with financings (including financing fees, legal fees and expenses, agent fees and other fees and expenses incurred in connection therewith);

all fees, costs, taxes and expenses incurred in connection with the BCAM Insurance Client’s audits, financial statements and tax reporting, including (i) preparing, filing or distributing tax information, returns or elections and complying with any tax audit, investigation, settlement or review; (ii) the preparation and maintenance of the BCAM Insurance Client’s books and records and account holder diligence; (iii) the preparation and delivery of

wires and distributions, financial and other reports, circulars, forms, notices, valuations, investment summaries and other information (including related courier and delivery expenses); (iii) the costs of auditing reports; and (iv) expenses incurred by any partnership representative or “designated individual” thereof in connection with the BCAM Insurance Client;

all fees, costs and expenses incurred in connection with the dissolution, winding up and liquidation of the BCAM Insurance Client;

expenses and fees of any administrator, depositary and/or custodian and any other service provider;

all fees, costs and expenses incurred in connection with litigating or owning any investments of the BCAM Insurance Client (including servicing fees, including master servicing, primary servicing, special servicing, asset or property advisory fees, and the fees and expenses of any individual hired to manage, service or dispose of any assets) or litigation related to the BCAM Insurance Client;

legal fees incurred in servicing loans and financings, advisory fees (including income- based repayments, receivership costs and similar fees and costs), value-added taxes and taxes incurred in connection with investments;

all research and data expenses (including news and quotation subscriptions, market research; costs of attending or hosting conferences (including those related to developing potential investment ideas, trends and themes within industries, sectors or geographies) and networking events (including those organized by BCAM or a portfolio company) and any related travel-related expenses;

information technology expenses (including expenses of any technology service providers), expenses related to acquiring, developing, implementing or maintaining related hardware and software, other information technology expenses (including phone and information charges) and total logistic control expenses;

all fees, expenses and costs in connection with any legal and/or regulatory compliance (including anti-financial crime compliance and any compliance obligations that arise from any law, rule, regulation, policy, directive or special measure (including any amendments or successors thereto) (including those relating to privacy, protecting confidential information, data protection, know-your-customer, anti-money laundering, sanctions or antiterrorism considerations)), participation in or costs arising from any law,

regulation, policy, program or industry initiatives concerning ESG including SFDR and the Taxonomy Regulation compliance (as well as compliance with ESG initiatives), data collection, reporting or other best practice, and any government and/or regulatory filings related to BCAM Insurance Clients (including Form PF and Annex IV) or the offering of interests in the BCAM Insurance Client or the BCAM Insurance Client’s investments (including regulatory filings of the General

all fees, costs and expenses of registration, qualification or exemption of the BCAM Insurance Client under any law or regulation (including the Foreign Account Tax Compliance Act, the Organisation for Economic Cooperation and Development’s (OECD) Standard for Automatic Exchange of Financial Account Information - Common Reporting Standard, DAC6, antimoney laundering and central bank reporting), and any legal or regulatory compliance with any law or regulation, and related reports, disclosures, licenses, registrations or notifications;

all fees, costs and expenses related to any governmental inquiries, investigations or proceedings relating to the BCAM Insurance Client, including any judgments, settlements or fines;

any costs, losses, damages or other expenses relating to any warranties or indemnities given by the BCAM Insurance Client in relation to any investments, including where a claim has been made in respect of such warranties or indemnities;

any costs of, or related to, subsidiaries, AIVs (as defined below), Irish collective asset management vehicles, real estate operating companies, special purpose vehicles and other vehicles through which the BCAM Insurance Client makes, holds or proposes to make or hold investments, including costs associated with (i) establishing, managing and administering such entities (including board of director expenses, corporate governance and secretarial expenses, fees and expenses associated with accounting, tax and financial services, reporting and cash handling fees and expenses, fees and expenses incurred in connection with audits and regulatory compliance), (ii) admitting partners thereto and (iii) winding up and dissolving such entities;

any costs of, or related to, establishing, changing or maintaining a residence in certain jurisdictions (including rent for office space, related overhead, board of directors expenses and employee salaries and benefits);

all costs and expenses incurred in connection with or incidental to the incurrence or refinancing of any credit facility or other indebtedness, loan servicing (assets and liabilities), guarantees by, letters of credit or

other obligations of the BCAM Insurance Client, including interest owed on any loans advanced to the BCAM Insurance Client by affiliates of a general partner or BCAM;

all out-of-pocket expenses incurred in connection with the collection of amounts due to the BCAM Insurance Client from any person or entity;

all expenses incurred in connection with the obtaining and maintaining of insurance policies by or on behalf of investments of the BCAM Insurance Client, a general partner, BCAM and their affiliates and the BCAM Insurance Client’s advisory board with respect to BCAM, such as director and officer insurance, error and omission insurance, property damage insurance, block insurance on loans, insurance on environmental risks, warranty and indemnity insurance, financial institution bond and key person coverage, including the allocable portion of any insurance policies that provide a general partner and/or BCAM with coverage covering multiple funds, personnel or liabilities, including the BCAM Insurance Client;

all costs and expenses incurred in connection with a purchase, sale, assignment, pledge or transfer of a limited partner’s interest in the BCAM Insurance Client or the withdrawal or termination of a limited partner (but only to the extent not paid by the applicable purchaser or limited partner, assignee, pledgee or transferee, as the case may be);

expenses and fees of any local paying agents, licensed local distributors or similar persons

any taxes or expenses, penalties, liabilities or government charges directly or indirectly imposed or required to be paid or withheld by the BCAM Insurance Client, a general partner, BCAM or any affiliate thereof with respect to the BCAM Insurance Client or any limited partner, including any interest, additions to tax, penalties or related expenses and expenses in connection with tax proceedings and any other tax-related expenses with respect to the BCAM Insurance Client or any limited partner, which, in each case, are not allocated to one or more limited partners;

all expenses incurred in connection with any proceeding involving the BCAM Insurance Client (including the cost of any investigation, prosecution, defense and preparation) or any investment of the BCAM Insurance Client and the amount of any judgment, fine or settlement paid in connection therewith;

all fees, costs and expenses (whether paid as a retainer, consulting fee, incentive compensation, guaranteed minimum compensation or in any other manner) of professionals (including industry executives, advisors,

consultants (including operating and sourcing consultants), joint venture partners, operating executives, subject matter experts or other persons or entities acting in a similar capacity) who provide services to the BCAM Insurance Client and/or its portfolio companies or investment vehicles, including services related to the development of investment theses and investment opportunities in a given sector or deal analyses (in each case which services may be provided prior to the commencement of an investment);

all indemnification obligations and any other indemnity, contribution, or reimbursement obligations of the BCAM Insurance Client with respect to any person or entity, whether payable in connection with a proceeding involving the BCAM Insurance Client or otherwise; and

any other extraordinary expenses of the BCAM Insurance Client.

A BCAM Insurance Client will bear all of the foregoing fees, costs and expenses, including partnership expenses, whether performed by internal staff of BCAM or a general partner, affiliates of, or entities established by, BCAM or a general partner or by third parties, including allocable portions of salaries, bonuses, fringe benefits or other fees paid to such staff or consultants engaged by any of the foregoing, the fees and expenses associated with recruiting and training such staff and consultants and portions of rent, utilities, information technology, other real-estate related expenses and other similar items and related overhead expenses associated with the provision of such services by a general partner, BCAM or their respective affiliates, staff or consultants. BCAM will pay its normal operating expenses (such as compensation expenses related to its personnel for non-fund related and non-transaction-related services, rent, utilities, office expenses and travel expenses not related to a transaction) out of the management fee. The appropriate allocation of fees and expenses among BCAM Insurance Clients or other funds and accounts advised or managed, or to be advised or managed, by BCAM or Bain Capital affiliated advisers and any other persons or entities that may invest or co-invest with a BCAM Insurance Client in one or more investments will be determined by BCAM or a general partner and a general partners or investment advisers (or similar governing entities) of such other funds or accounts that invest alongside a BCAM Insurance Client in good faith and in a manner consistent with the BCAM Insurance Client’s partnership agreement (or analogous organizational document) and the partnership agreements (or analogous organizational documents) of such other investing entities. There may be no other entity that has agreed to share expenses with a BCAM Insurance Client if an investment is not consummated, with the result that the BCAM Insurance Client may bear all of the

expenses relating to such potential investment (including potentially additional costs associated with a potential co-investment), notwithstanding that other funds or third parties may have benefitted from the opportunity to review, investigate and otherwise assess such potential investment. The BCAM Insurance Client will pay (or reimburse a general partner, BCAM and its respective affiliates) for its pro rata share of out-of-pocket expenses (including for services performed either by internal staff of BCAM or a general partner affiliate of, or entities established by, BCAM or a general partner or by third parties) incurred in connection with the organization and offering of the BCAM Insurance Client and a general partner. When a broker-dealer is used in connection with an investment by a BCAM Insurance Client, BCAM Insurance Client will incur brokerage and other transaction costs.

Fees Received by Affiliated Broker-Dealer Our affiliate, Bain Capital Markets, LLC (“Bain Capital Markets”) is a broker-dealer registered with the SEC and member of the Financial Industry Regulatory Authority (“FINRA”). Bain Capital Markets places securities and instruments issued by certain private investment funds that the Adviser and its affiliates manage. When Bain Capital Markets acts as the placement agent for a Fund in respect of securities or instruments issued by a Fund, no commission or other compensation is received by Bain Capital Markets from such Fund or their investors for such service. As a member of the Capital Markets Group (as defined below), Bain Capital Markets is expected to receive compensation for Capital Markets Services (as defined below). One or more Bain Capital affiliates designated to provide Capital Markets Services (the “Capital Markets Group”), including Bain Capital Markets, is expected to provide Capital Markets Services to or in respect of portfolio companies of the Related Funds, including prospective portfolio companies, holding companies or other entities. “Capital Markets Services” means, with respect to an actual or prospective portfolio company, holding company or other entity, providing advice, sourcing, structuring, negotiation, placement, arrangement, marketing, execution, underwriting, origination, syndication, resale, trading, broker-dealer, financing, refinancing, hedging or any other similar or related services in connection with any capital markets activity performed by one or more members of the Capital Markets Group relating to the equity, debt, loans or other obligations or instruments of such portfolio company, holding company or other entity, including, without limitation, (1) mergers, acquisitions, recapitalizations, sales, dispositions, divestitures, restructurings, turnarounds, work-outs and other corporate transactions and financings, including, without limitation, acquisition financing, line of credit or other corporate lending or financing products or services, in connection with any of the

foregoing or otherwise, (2) issuance of loans, credit facilities, cash or asset-backed facilities, securitizations and other debt instruments, (3) high yield and other bond offerings, (4) initial public offerings, follow-on primary or secondary offerings and private placements of equity and debt securities, (5) resale of securities under Rule 144A under the Securities Act or otherwise, (6) trading securities, (7) issuance and sale of interests in mortgages, receivables or other asset-backed securities, (8) interest rate, foreign exchange and other hedging or derivative strategies and (9) amendments to existing securities, credit facilities and other instruments.

As part of its in-depth research, BCAM dedicates significant resources to assessing an investment’s strategic position rather than simply performing financial analysis. This strategic evaluation generally includes market research, peer analysis, risk assessment and management interviews and reference checks. For Coinvest Clients, BCAM follows a strategy of investing directly in or alongside Related Funds, as set forth in the applicable Coinvest Client’s and/or Related Fund’s (defined below) governing documents and the governing documents of the Coinvest Client’s general partner. For BCAM Insurance Clients, BCAM manages in accordance with their investment strategy, applicable Advisory Agreements, and other governing documents. Certain strategies and agreements may place more significant restrictions on BCAM’s ability to make certain investments.

IDFs BCAM sub-advises IDFs, including providing advice about investing in underlying investment funds managed by Bain Capital and its affiliates.

BCAM Insurance Company Clients BCAM’s advisory activities with respect to a BCAM Insurance Company Client includes advising about investing their reserves and/or other investible assets. Potential investments will be considered and analyzed in accordance with the BCAM Insurance Company Client’s governing documents. Risks Investing in securities involves a substantial degree of risk. The investments made by each Client may lose all or a substantial portion of their value, and investors in a Client must be prepared to bear the risk of loss, including total loss, of their investments therein. Different risks may exist with respect to investments in different Clients. The risks associated with an investment in particular Clients may be substantially impacted by the nature and timing of the market. In addition, material risks relating to the investment strategies and methods of analysis described above, and the types of securities purchased by the Clients in connection with those strategies and methods, include the following: Risks Applicable to Clients

Risks Related to Investing in a Private Fund

Reliance on the Adviser An investor in a Client must rely on the Adviser’s ability to identify and make investments consistent with a Client’s investment objective and policies. In addition, the investors and limited partners will generally not have an opportunity to evaluate the relevant economic, financial or other information regarding specific investments to be made by a Client or the terms of any investment ahead of the investment being made. The Adviser may be unable to find a sufficient number of attractive opportunities to fully invest a Client’s portfolio or meet its investment objective. Further, there can be no assurance that what the General Partner or the Adviser perceives as an attractive investment opportunity will not, in fact, result in substantial losses due to one or more of a wide variety of factors. In addition, there can be no assurances that allocations of investment opportunities will be made pro rata as between the Clients and other Related Funds, and any such allocation determinations will be made in accordance with the factors described herein. Limited partners and investors have no right or power to take part in the management of a Client. Investors will not receive the detailed financial information regarding companies in which a Client invests that is available to the General Partner and the Adviser. Accordingly, no person or entity should subscribe for, or otherwise acquire interests unless such person or entity is willing to entrust all aspects of the management of the Client to the General Partner and the Adviser. The loss of the services of one or more of the members of the professional staff of the Adviser could have an adverse impact on a Client’s ability to realize its investment objective. In addition, it is expected that all of the officers and employees responsible for managing or advising a Client will continue to have responsibilities with respect to other funds, accounts, and investments managed and advised by the Adviser. Thus, such persons will have demands made on their time for the investment, monitoring, exit strategy and other functions of other funds, managed accounts or similar investment vehicles. In addition, the limited partnership agreement and the investment management agreement limit the circumstances under which the General Partner, the Adviser and their respective affiliates (and other related parties) can be held liable to a Client. As a result, limited partners may have a more limited right of action in certain cases than they would in the absence of such provisions.

Risks Associated with Investments in or alongside Underlying Funds Clients expect to make investments in or alongside, investment funds, accounts, and operating company securities across a range of alternative asset classes, including public equity securities, fixed income securities, private equity, venture capital, foreign exchange, real assets (including public and private real estate, natural resources and commodities), other liquid and illiquid investments. The risk that an Underlying Fund could be required to liquidate positions at disadvantageous prices because of an inability to raise margin collateral from other sources. Fourth, it increases the risk that an Underlying Fund may not honor a

Client’s liquidity expectations. A side effect of the inability to redeem from an Underlying Fund is that the Adviser may be unable to reallocate a Client’s assets as dynamically as the Adviser may otherwise desire. This limitation will exist even when an Underlying Fund has not implemented a constraint on its expected liquidity. Given that, even under normal market and operating conditions, the Underlying Funds permit redemptions infrequently (or, in some cases, not at all) and on significant advance notice, a Client’s flexibility to reallocate assets among Underlying Funds will be limited. The Adviser has no control over the liquidity of Underlying Funds and depends on the portfolio managers to provide appropriate valuations as well as liquidity in order to process investor redemptions. In some cases, the Adviser allocates assets to Underlying Funds that later impose liquidity constraints making it impossible to terminate them as the Adviser desires. Investors must recognize that under certain circumstances, restrictions on liquidity that portfolio managers impose may materially restrict or delay investor redemption rights. An inability to redeem from an Underlying Fund may expose a Client to losses it could have otherwise avoided if the Client had been able to redeem from that Underlying Fund. An inability to redeem from an Underlying Fund may also cause a Fund to become unbalanced because it may be forced to obtain liquidity from more liquid investments.

Senior Advisors and Third-Party Service Providers The Adviser may retain third parties (which may include former employees of the General Partner, the Adviser or their respective affiliates) to provide services in relation to the Clients’ offering, investment activities underlying investments and/or operations. In particular, senior advisors may be retained to provide sourcing, consulting or advisory services, including services related to the development of investment theses and investment opportunities in a given sector or deal analyses (in each case, services may, for the avoidance of doubt, be provided prior to the commencement of an offering or investment). Additional third-party consultants, legal advisors, accountants, investment banks and/or others are expected to be retained to assist in the investment due diligence process to varying degrees depending on the particular investment. In addition, the General Partner and the Adviser may retain one or more individuals in connection with sourcing potential investments for the Clients, establishing platforms for investments, operating portfolio companies or providing other similar services (such individuals, senior advisors, fundless sponsors and other third-party experts, advisors, or consultants, “service providers”). Such involvement of service providers may present a number of risks primarily relating to the General Partner’s reduced control of the functions that are outsourced. In addition to Third-Party Service Providers, the Fund GPs and/or the Fund Adviser will from time to time, engage other operating professionals, including third-party consultants and/or employees or former employees of the Fund GPs, the Fund Adviser and their respective affiliates.

The involvement of Third-Party Service Providers may present a number of risks primarily relating to the General Partner’s reduced control of the functions that are outsourced. In addition, Third- Party Service Providers may not have requirements or the time and attention they devote to each Client, their activities, or their investments The General Partner and the Adviser may rely on the findings of service providers in making, offering, investment and/or management decisions. Bain Capital and the Adviser may not be in a position to verify the risks or reliability of such Third- Party Service Providers. The Clients and the Adviser may suffer adverse consequences from actions, errors, or failures to act by such Third- Party Service Providers. While no service provider providing services to the Clients will have any fiduciary duties to the Clients or the limited partners, they may be entitled to indemnification under the terms of the service contracts or other arrangements entered into with respect to the Clients, which costs and expenses of such indemnification would be borne by the Clients. In certain circumstances, Bain Capital and its employees may have other commercial or personal relationships with other service providers which makes the General Partner or Adviser more likely to engage that Third-Party Service Providers or which present other conflicts of interest which may not be possible to manage in such a way that they are avoided. Fees paid to service providers may be structured in various ways, including as an annual, quarterly, monthly, daily, or hourly fee or retainer, consulting fee (e.g. time and materials), and/or incentive compensation based on the particular services provided (such as a bonus or success fee or profits interest (in the form of cash or equity) based on pre-determined targets, milestones or similar factors), based on the particular services provided or as guaranteed minimum compensation (which may ultimately be borne by the Clients). Collectively, these fees generally will be borne by the Clients or their portfolio companies. In addition, service providers may also be granted equity interests (including stock options) in one or more portfolio companies, which they may not have received if they did not have an ongoing relationship with the General Partner, the Adviser and the Clients. Any such equity interests (including any stock options, and other rights to purchase interests in the portfolio investments) will not be for the benefit of the Clients. Third- Party Service Providers or their affiliates often charge different rates or have different arrangements for specific types of services. However, relevant comparisons may not be available for a number of reasons, including as a result of a lack of a substantial market of providers or users of such services or the confidential, specialized and/or bespoke nature of such services. In connection with such relationships, the General Partner will make determinations of market rates based on its consideration of a number of factors, which are generally expected to include the General Partner’s experience with relevant Third- Party Service Providers and the overall quality and/or nature of the services they provide. Whether or not the Adviser or its employees have a relationship or receive financial or other benefit from recommending a particular Third- Party Service Providers, there can be no assurance that no other Third- Party Service Providers is not more qualified to provide the applicable services or could provide such services at lesser

cost.

Valuation Risks Clients’ investments are valued at estimated fair value as determined in good faith by the applicable General Partners in accordance with their valuation policies. Due to the generally illiquid nature of many of the securities held and potential relative scarcity of market comparables, fair values determined by the applicable General Partners may not reflect the prices that actually would be received when such investments are realized. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. With respect to the Clients, the exercise of discretion in valuation by the Advisers gives rise to conflicts of interest. In addition, the General Partners may or may not value the investments differently with how the same or similar investments are valued by the general partners of the other Related Funds. If the valuations made by the General Partners are incorrect (including both with respect to an in-kind distribution or with respect to the fair value of investments that continue to be held by the Clients), the carried interest received by the Special Limited Partner, or similar entity, of the Related Funds, or the timing of receipt of carried interest, could also be incorrect. Additionally, the exercise of discretion in valuation by the General Partners of unrealized investments gives rise to conflicts of interest as such valuations affect the calculation of a Client’s performance track record. Lastly, BCAM may be dependent on, and may rely on, the valuations provided by Bain Capital Affiliate Advisers when Clients invest in Related Funds. The approach of BCAM and its affiliates may be impacted by evolving regulatory requirements and expectations relating to evaluations in relevant geographies.

Leverage A Client may make borrowings in anticipation of calling capital from limited partners or investors, as applicable, and, in connection with such borrowings, a Client may enter into a subscription facility with a bank or syndicate of banks. The facility may be secured by the obligations of the limited partners to make capital contributions or by other assets of a Client. To establish such a facility, a Client’s general partner may assign to the lenders certain of a Client’s rights to draw down capital from investors. To the extent permitted by applicable law, investors may also be obligated to make capital contributions at the demand of the lenders, waive rights or defenses with respect to their obligation to make capital contributions, provide financial information or execute other documents necessary in respect of such credit facility.

Concentration of Investments Clients are not limited in the amount of capital commitments that may be committed to any industry or sector, geography, or similar category or asset class, or to any one investment. As such, their assets may not be diversified. Any such nondiversification would increase the risk of loss to the Clients if there was a decline in the value of any Underlying Fund in which the Clients had invested a large percentage of their assets. Investments in a non-diversified fund will generally entail greater risks than investment in a “diversified” fund. If a large portion of the assets of an Underlying Fund is held in cash or cash-like instruments, performance might be affected.

Availability of Exit Opportunities The ability of the Clients to achieve successful and profitable exits of its portfolio companies may be impacted by a number of factors prevailing at the time, including general economic and market conditions, interest rates, availability of capital, interest levels of strategic and financial buyers and cyclical trends. It is difficult to predict with any certainty whether there will be a ready and willing market of buyers for any particular portfolio company at the time the Clients seek a realization.

Business and Regulatory Risks of Pooled Investment Funds Legal, tax and regulatory changes could occur during the term of the Clients that may adversely affect the Clients. The regulatory environment for pooled investment funds is evolving, and changes in the regulation of pooled investment funds may adversely affect the value of investments held by the Underlying Funds and the ability of the Underlying Funds to obtain the leverage they might otherwise obtain or to pursue their trading strategies. In addition, securities markets are subject to comprehensive statutes, regulations, and margin requirements. Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and short selling and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on the Underlying Funds could be substantial and adverse.

Expedited Transactions Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may adversely affect an investment.

Operational Risk The Clients are subject to operational risk, including the possibility that errors may be made by the Adviser or its Affiliates in certain transactions, calculations, or valuations on behalf of, or otherwise relating to, the Clients. Limited partners may not be notified of the occurrence of an error or the resolution of any error. Generally, the Adviser and its Affiliates will not be held accountable for such errors, and the Clients may bear losses resulting from such errors.

Possibility of Fraud and Other Misconduct of Employees and Service Providers Misconduct by employees of the Adviser, service providers to the Adviser or the Clients and/or their respective affiliates could cause significant losses to the Clients. Such misconduct may include entering into transactions without authorization; failure to comply with operational and risk procedures, including due diligence procedures; misrepresentations as to investments being considered by the Adviser; improper use or disclosure of confidential or material non-public information, which could result in litigation; regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of the Clients; and non-compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to the Clients. The Adviser has implemented controls and procedures through which they seek to minimize the risk of such misconduct occurring. However, no assurances can be given that the Adviser will be able to identify or prevent such misconduct.

Possibility of Fraud by Management The value of investments made by the Clients may be adversely affected by material misrepresentations, omissions, inaccuracies, or incompleteness on the part of the management or owners of portfolio companies in which the Clients invest. Such material misrepresentation, omission, inaccuracy, or incompleteness may undermine the Adviser’s due diligence efforts with respect to such companies and, if discovered, negatively affect the valuation of the Clients’ investments. In addition, when discovered, material misrepresentations, omissions, inaccuracies, or incompleteness may contribute to overall market volatility that could negatively impact the Client’s investments. In the event of a material misrepresentation, omission, inaccuracy, or incompleteness by any portfolio company in which the Clients invest, Clients may suffer a partial or total loss of capital investment in that company.

Risks Associated with Third-Party Managers Clients generally will not have the right to participate in the investment objectives

and strategies, day-to-day management, control, or operations of the Underlying Funds, nor will they generally have the right to remove or otherwise control the managers of such Underlying Funds (the “Third-Party Managers”). Clients will not necessarily have the opportunity to evaluate the relevant economic, financial and other information which will be utilized by the Underlying Funds in their selection, structuring, monitoring and disposition of investments. Neither BCAM nor the general partners of the Funds provide any assurance against fraud, misappropriation, or other misconduct by Third-Party Managers. Any such misconduct will negatively affect the value of the Clients’ portfolios.

Performance-Based Compensation Arrangements with Third-Party Managers BCAM will typically negotiate arrangements with Third-Party Managers which provide that Third-Party Managers be compensated, in whole or in part, based on the appreciation in value (including unrealized appreciation) of the account during specific measuring periods. Such performance fee arrangements may create an incentive for such Third-Party Managers to make investments that are riskier or more speculative than would be the case in the absence of such performancebased compensation arrangements.

Multiple Levels of Expenses By investing in the Underlying Funds and securities indirectly through the Client, limited partners bear any asset-based fees and performance-based fees and allocations payable to the portfolio managers of the Underlying Funds, as well as a proportionate share of the transaction-related expenses and other operating costs of both the Clients and, indirectly, similar expenses of the Underlying Funds. Thus, a limited partner may be subject to higher aggregate fees and expenses than if the limited partner invested in the Underlying Funds directly or in an investment fund that invests directly in the assets in which the Underlying Funds invest.

Limited Access to Information about Underlying Funds or Third-Party Managers Clients often will not be given complete or real-time access to information regarding actual investments made by the Underlying Funds, as such information is ordinarily considered proprietary to the Third-Party Managers. When such information is provided, it is often incomplete and/or out-of-date. As a result, BCAM or the general partner of the applicable Boylston Fund may not be able to determine with complete accuracy the diversification of the Partner Investments Client’s portfolio because BCAM or the applicable general partner may not be able to fully ascertain the scope of the overall hedged or directional positions or the extent of its concentration risk or exposure to specific instruments, securities, markets, or strategies. In addition, Clients may not learn of significant structural events affecting Third-Party Managers, such as personnel changes, major asset withdrawal or substantial capital growth until after the fact. Even when BCAM has access to information relating to positions held in Underlying Funds, BCAM’s ability to act on such

information so as to mitigate risks of investing in Underlying Funds is materially limited by the constraints on its ability to reallocate Partner Investments Client capital among new or existing Third-Party Managers.

Investing in Illiquid Securities A Client may invest its assets in securities that are not readily marketable or that are only thinly traded. In addition, a Client may invest in private placements of securities that are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and may have little or no trading market. The Clients may not be able to readily dispose of such investments, and, in some cases, may be contractually prohibited from disposing of such securities for a specified period of time. These limitations on liquidity of a Client’s investments could prevent a successful sale thereof, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized.

Russian Invasion of Ukraine In February 2022, Russian President Vladimir Putin ordered the Russian military to invade two regions in eastern Ukraine (the Donetsk People’s Republic and Luhansk People’s Republic regions). The following day, the U.S., U.K. and European Union announced sanctions against Russia. On February 24, 2022, President Putin commenced a full-scale invasion of Russia’s pre-positioned forces into Ukraine, including Russia’s forces pre-positioned in Belarus. In response, the United States, United Kingdom, and European Union have announced financial, trade, and investment restrictions against Russia (as well as Belarus), and additional restrictions may be introduced in the future. Russia’s invasion of Ukraine, the resulting displacement of persons both within Ukraine and to neighboring countries and the increasing international sanctions have had, and could continue to have a negative impact on the economy and business activity globally (including in the countries in which the Clients invest), and therefore could adversely affect the performance of the Clients’ investments. Furthermore, given the ongoing and evolving nature of the conflict between Russia and Ukraine and its ongoing escalation , it is difficult to predict the conflict’s ultimate impact on global economic and market conditions, and, as a result, the situation presents material uncertainty and risk with respect to the Clients and the performance of their investments or operations, and the ability of the Clients to achieve their investment objectives. The Russian invasion of Ukraine may have a significant adverse impact on, and result in significant losses to, the Underlying Funds and their portfolio investments. In particular, the portfolio companies of the Underlying Funds may suffer significant increases in operating costs (including, among other reasons, because of the substantial increase in energy and commodity prices and potential supply chain disruption), losses from cyberattacks, significant reductions in revenue and growth, increased foreign exchange risk and/or unexpected operational losses and liabilities. It may also limit the ability of the Underlying Funds to source, diligence

and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (sanctions-related, military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy that the Funds intend to pursue, all of which could adversely affect the Underlying Funds’ ability to fulfil their investment objectives.

Israel and Palestine On October 7, 2023, Hamas launched air and ground strikes against the state of Israel. In response to these attacks, on October 8, 2023, the state of Israel declared war on Hamas and began a series of retaliatory attacks. Israel’s allies, including the U.S., the UK and the European Union, have denounced Hamas and have reiterated their historic support for Israel’s right to defend itself against attacks. The U.S. has deep historical, geopolitical and economic ties to the state of Israel and may be particularly susceptible to escalations and/or the prolongment of this war. Therefore, the war may negatively affect the ability of the Clients to achieve their investment objectives and may adversely impact the performance of the Clients’ investments. Given the ongoing and evolving nature of this war and its ongoing escalation, it is difficult to predict the conflict’s ultimate impact on global economic and market conditions, and, as a result, the situation presents material uncertainty and risk with respect to the Clients and the performance of their investments or operations, and the ability of the Clients to achieve their investment objectives. Further, while the U.S., the UK, the European Union and other allies of Israel already have sanctions in place against Hamas and many of its allies, further sanctions may be forthcoming. Further sanctions may adversely affect the Clients, the performance of their investments, as relevant, or operations and/or the ability of the Clients to achieve their investment objectives.

Political and Social Risks of Investments in Certain Countries Certain countries in which the Clients may invest have in the past experienced, and may in the future experience, political and social instability that could adversely affect the Client’s investments. The Clients will be exposed to the direct and indirect consequences of potential political, economic, social and diplomatic changes in various countries and regions. Certain countries may face social and political instability resulting from among other things, (i) authoritarian governments or military involvement in political and economic decision making and changes in government through extra-constitutional means; (ii) popular unrest and internal insurgencies associated with demands for improved political, economic, and social conditions; (iii) hostile relations with neighboring countries; and (iv) ethnic, racial and religious conflict.

Governments of certain countries have exercised and continue to exercise substantial influence over many aspects of the private sector, and certain industries may be subject to significant government regulation. Exchange control regulations, expropriation, confiscatory taxation, nationalization, restrictions on foreign capital inflows, repatriation of investment income or capital, renunciation of foreign debt, political, economic, or social instability, or other economic or political developments could adversely affect the assets of the Clients held in a particular country. Additionally, the availability of attractive investment opportunities for the Clients may depend in part on governments that are continuing to liberalize their policies regarding foreign investment and, in some cases, to further encourage private sector initiatives.

Impact of Natural or Man-Made Disasters; Disease Epidemics and Pandemics Certain regions are at risk of being affected by natural disasters or catastrophic natural events. Considering that the development of infrastructure, disaster management planning agencies, disaster response and relief sources, organized public funding for natural emergencies, and natural disaster early warning technology may be immature and unbalanced in certain countries, the natural disaster toll on an individual investment or the broader local economic market may be significant. Prolonged periods may pass before essential communications, electricity and other power sources are restored and operations of the investment can be resumed. The Firm, the Clients and investments could also be at risk in the event of such a disaster. The magnitude of future economic repercussions of natural and man-made disasters may also be unknown, may delay the Clients’ ability to invest, and may ultimately prevent any such investment entirely. Investments of the Clients may also be negatively affected by man-made disasters. For example, certain countries’ consumer food industry have been subject to the threat of inappropriate food tampering. Publicity of such types of man-made disasters may have a significant negative impact on overall consumer confidence, which in turn may materially and adversely affect the performance of investments, whether or not the investments are involved in such man-made disaster. In addition, the outbreak of disease epidemics or pandemics such as coronavirus (COVID-19), the severe acute respiratory syndrome, avian influenza, H1N1/09 or other infectious diseases, such as monkeypox together with resulting voluntary and governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has, and is expected to continue to, meaningfully disrupt the global economy and markets. Disease epidemics or pandemics, such as COVID-19, has caused, and is expected to continue to cause, ongoing material adverse effects across many, if not all, aspects of the global economy. In particular, such outbreaks may adversely affected, on an ongoing basis, and is expected to continue to adversely affect, BCAM investments and the industries in which they operate and resulted in the closure of Bain Capital’s and certain portfolio companies’ physical offices or other

businesses, including office buildings, retail stores and other commercial venues. Any outbreak of disease epidemics or pandemics could also result in (or, in the case of the COVID-19 pandemic, have already resulted in) any or all of the following: (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business, (b) disruption of regional or global trade markets and/or the availability of capital or leverage, (c) trade or travel restrictions which impact a portfolio company’s business and/or (d) a general economic decline and have an adverse impact on Clients’ value, BCAM investments, or BCAM’s ability to source new investments. The spread of an epidemic or pandemic among the Advisers’ personnel and their Third-Party Service Providers would also significantly affect the Advisers’ ability to properly oversee the affairs of the Underlying Funds (particularly to the extent such impacted personnel include key investment professionals or other members of senior management), which could result in a temporary or permanent suspension of the Underlying Fund’s investment activities or operations. The full effects, duration and costs of these epidemics or pandemics are impossible to predict and the circumstances surrounding any outbreak evolve continuously.

Cyber Security Risk; Dependence on Technology With the increased use of technologies such as the internet and the dependence on computer systems to perform necessary business functions, investment vehicles (such as the Clients and Related Funds) and their service providers may be prone to operational and information security risks resulting from cyber-attacks. In general, cyber-attacks result from deliberate attacks, but unintentional events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial- of-service attacks on websites, the unauthorized release of confidential information and causing operational disruption. Risks of cyber-attacks can increase when a significant percentage of a workforce is working remotely. The frequency and seriousness of cyber-attacks may also increase in the context of geopolitical tension or military conflict. Successful cyber-attacks against, or security breakdowns of, the Clients, the General Partners, the Adviser, any administrator to the Clients and/or other service providers may adversely impact the Clients or the limited partners. For instance, cyber-attacks may interfere with the processing of limited partner transactions, impact the Clients’ ability to value its assets, cause the release of private limited partner information or confidential information of the Clients, impede Clients’ operations, cause reputational damage, and subject the Clients or their assets to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. The Clients may also incur substantial costs for cyber security risk management in order to prevent any cyber incidents in the future. The Clients and the limited partners could be negatively impacted as a result. While the Clients or the Clients’ service providers have established business continuity plans and systems designed

to prevent such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Similar types of cyber security risks are also present for the Clients’ portfolio investments and for issuers of securities or other instruments in which the Clients invest, which could result in material adverse consequences for such investments, including a substantial or total loss in value. In addition, the activities of the Clients, the General Partners and the Adviser rely on technology, including hardware, software, and other computerized or automated processes. The performance of the Clients could be compromised by computer viruses, telecommunications failures, power loss, natural disasters, security breaches, software related “system crashes,” disruption or deterioration of services of third-party service providers, terrorist attacks, cyber warfare, and similar events. Any event that interrupts the General Partners or the Adviser’s computer and telecommunications operations could result in, among other things, the inability of the General Partners or the Adviser to trade or monitor the Clients’ investments and therefore could have a material adverse effect on the operating results of the Clients. Further, jurisdictions in which Bain Capital operates have recently adopted or are considering adopting laws that include stringent operational requirements for entities processing personal information and significant penalties for noncompliance, such as the GDPR (as defined below), California Privacy Act and the New York SHIELD Act, and a range of proposed additional laws at the U.S. federal and state level. In recent years, technological advances have fueled the rapid growth of artificial intelligence (“AI”), in particular generative AI, and accordingly, the use of AI is becoming increasingly prevalent in a number of sectors. Due to the rate at which AI is improving and the scope of its potential application is therefore broadening, at this time, it is unclear what impact (including, where relevant, opportunities) AI may have on the Clients, the General Partners, the Adviser and/or the Clients’ investments, as well as the wider financial sector. Inappropriate deployment of AI by a portfolio investment of the Clients could have a material adverse impact on such investment, and therefore a negative impact on the Clients and limited partners. The rise of AI has also brought a renewed focus from governments and regulators on the regulation of such technology. The world’s first comprehensive laws to regulate AI were agreed by the EU at the end of 2023, although these are not likely to come into full force and effect until 2026. Other jurisdictions (including the U.S. and UK) are considering or proposing their own approaches to the regulation of AI. Such laws and/or regulations could have a material adverse impact on the Clients, the General Partners, the Adviser and/or the Clients’ investments. There have recently been technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), such as the OpenAI ChatGPT application. These AI Technologies may pose opportunities and create

risks for Bain Capital, the Clients and/or portfolio companies to the extent that they are utilized by entities or persons connected to Bain Capital, the Clients, portfolio companies and/or their affiliates or service providers in the future. Use of AI Technologies by any third party such as service providers of Bain Capital could involve the input of confidential information (including material non-public information and personal data) by third parties in contravention of non-disclosure agreements or related policies and procedures, and in any case, could result in such confidential information becoming part of a dataset that is accessible by AI Technologies’ applications and users. Data used in AI Technologies may contain a degree of inaccuracy and error, and data as well as the algorithms utilized in AI Technologies could otherwise be flawed or inadequate. The use of AI Technologies, including by a portfolio company or other organization connected to the Bain Capital, could also lead to legal and regulatory investigations and enforcement actions. Any of the above-mentioned risks and events could adversely impact the Clients.

Risks Related to a Client’s Investments Highly Competitive Market for Investment Opportunities The market for attractive investment opportunities in the Clients’ target sectors is highly competitive. The number of investors seeking to make such investments may reduce the number of suitable investment opportunities available to the Clients and adversely affect the terms upon which investments can be made. In that regard, the Clients will be competing for investments with other investment funds as well as individuals, companies, financial institutions and other investors. It is possible that competition for appropriate investment opportunities may increase, which may also require the Clients to participate in auctions more frequently than is currently expected. The outcome of these auctions cannot be guaranteed, thus potentially reducing the number of investment opportunities available to the Clients and potentially adversely affecting the terms, including price, upon which investments can be made. Furthermore, the availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. Moreover, the identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. The Clients may incur significant expenses in connection with identifying investment opportunities and investigating other potential investments which are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other third-party advisors. There can be no assurance that the Clients will be able to locate, complete and exit investments that satisfy the Clients’ investment objectives or that the Clients will be able to fully invest their committed capital.

Financial Market Fluctuations General fluctuations in the market prices of securities may affect the value of the investments held by the Clients. Instability in the securities markets may also increase the risks inherent in the Clients’ investments.

In-Kind Distributions Although the Clients expect to distribute primarily cash to investors upon redemption, the Clients may make distributions of securities in kind. Investments distributed in kind may not be readily marketable or saleable and may have to be held by investors for an indefinite period of time. Alternatively, securities distributed to Investors may already be subject to a registration statement requiring that such securities be sold by Investors pursuant to such registration statement following receipt. The General Partner may cause the Client to distribute such in-kind securities and other financial instruments directly to the Investors or may create one or more special purpose vehicles or liquidating trusts to hold such securities and other financial instruments until they can be sold. An independent valuation or appraisal generally will not be required and is not expected to be obtained in connection with in-kind distributions or contributions. In certain circumstances, one or more Related Funds may be permitted to make a distribution in kind to some or all their investors in circumstances in which one or more other Clients dispose of the securities and distributes cash. A distribution in kind of marketable securities could put downward pressure on the price of such securities, which may make it difficult or impossible for limited partners to sell such securities at the opening price on the day of distribution. Further, while securities to be distributed by the Clients are typically permitted to be sold by the limited partners after receipt, due to contractual and/or regulatory restrictions, limited partners receiving a distribution of securities may be unable to sell such securities until any holding periods required pursuant to contractual obligations or regulatory requirements have expired. The risk of loss and delay in liquidating marketable securities will be borne by the limited partners. There can be no assurance that any limited partners will be able to dispose of distributed securities at the value determined by the General Partner, notwithstanding that such value (and not the value a limited partner receives upon its own disposition) will be used to determine each limited partner’ realized base amount and the obligations of limited partners to return distributions to the Clients. In addition, limited partners (whether or not receiving the property that is being distributed in-kind) could in certain circumstances be subject to tax in connection with such in-kind distributions. Such tax could include, depending on the jurisdiction of the property being distributed, transfer taxes on the distribution, or non-resident capital gains tax (which, in some jurisdictions, can be levied by way of withholding tax). Furthermore, once securities are distributed by the Clients, neither the General

Partner nor the Adviser will have any duty or responsibility to the limited partners with regards to monitoring or advising with respect to such securities, and to the extent the General Partner and/or affiliates of the Adviser (including the Adviser’s personnel) receive any such marketable securities as an in-kind distribution, such persons have no duty to hold such marketable securities and may sell such securities in transactions that may put downward pressure on the price of such securities. The General Partner may also cause a Client to distribute securities in kind to the General Partner while disposing of the limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to the limited partners, which may cause the General Partner and/or their affiliates to receive more value from the securities than they would have had the General Partner’s share of such investment(s) been distributed in cash. The ability of the General Partner to act in its own interest and in the interest of the Adviser with respect to such distributed shares creates a conflict of interest between the General Partner and the Adviser, an adviser to the Clients, and the Clients. These conflicts may be exacerbated due to the enhanced knowledge and information the General Partner has relative to the limited partners with respect to such securities, and such conflicts may not be able to be managed in such a way as to avoid the conflicts. Limited partners should also anticipate additional costs (including, for example, brokerage commissions) and delays associated with the Clients’ in-kind distribution process and in disposing of securities received in kind from the Clients. Where the Clients’ investments become marketable securities other than in connection with an underwritten public offering, securities markets for such securities may not be as established.

Geographic Risk Clients invest across a multitude of countries and regions. Certain Clients may be wholly or primarily dedicated to investments in a specific region while other Clients may allocate capital across multiple regions. Investments in some of these countries and regions may incur additional risk due to the social, political, governmental, and legal infrastructure in such locations. Certain countries may face social and political instability resulting from government decisions, popular unrest, hostile relations with neighboring countries, ethnic, racial, and religious conflict, or other factors. Additionally, certain countries may have underdeveloped markets, legal systems, or other structures critical to the facilitation of an investment in those countries. Investments by Clients in such countries involve greater risk of economic loss due to the potential for unforeseen changes or developments in the political or social environment and potential for limited liquidity.

Economic and Market Risk General economic conditions may affect the Clients’ activities. Companies in which the Clients may be sensitive to general downward swings in the overall economy. Changes in economic conditions, including, for example, interest rates, the price of

commodities, availability and terms of credit, inflation, economic uncertainty, changes in laws, unemployment, competition, technological developments, political events, changes in fiscal policies, national and international political circumstances and innumerable other factors, none of which will be within the control of the General Partners, can substantially and adversely affect the business and prospects of the Clients. In addition, real estate is subject to long-term cyclical trends that give rise to significant volatility in real estate values. Many of the factors which could affect the performance of the Clients or its properties will be beyond the control of the General Partners and the Clients. Fluctuations in the market prices of investments and economic conditions generally may reduce the availability of attractive investment opportunities for the Clients and may affect the Clients’ ability to make investments and the value of the investments held by the Clients. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Clients’ investments. The public securities markets have seen increased volatility and the ability of companies to obtain financing for ongoing operations or expansions may be severely hampered by, among other reasons, the tightening of the credit markets, and the ongoing financial turmoil and uncertainty. The repercussions of this market turmoil are unclear. Investors’ reactions to events in one country can have adverse effects on the securities of companies and the value of property and related assets in other countries in which the Clients may invest. A significant adverse change in the economy of one country, or a loss of investor confidence in the financial systems of emerging markets and other markets generally, could cause increased volatility in the economy and market of another country and, as a result, have an adverse effect on the investments of the Clients. There can be no assurance that financial events of such type will not happen again or will not have an adverse effect on the Clients’ investments. Similarly, investor or end-user reactions to a product or service that is similar to one marketed or developed by a portfolio company could have an adverse effect on such portfolio company’s ability to market or sell such related product or service. Events of this nature may adversely affect the economies of emerging and other markets in both the near and long term. The Clients may be adversely affected to the extent that they seek to dispose of any of their investments in an illiquid or volatile market and the Clients may find themselves unable to dispose of investments at prices that the General Partners believe reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. In the past, many private equity funds

looked to the public securities markets as a potential exit strategy, however there can be no assurance, particularly given volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that the Clients would be able to exit from an investment by listing its shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable the Clients to sell these securities when the General Partners believe it is most advantageous to do so, or without adversely affecting the stock price. Volatility in the financial sector may have a material adverse effect on the ability of the Clients to buy, sell and partially dispose of its portfolio company investments. The Clients may be adversely affected to the extent that they seek to dispose of any of their investments in an illiquid or volatile market and the Clients may find themselves unable to dispose of investments at prices that the General Partners believe reflect the fair value of such investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the debt market or otherwise. No assurance can be given as to the effect of these economic conditions on the Clients’ investment objective.

Global Developments and Their Impact on International Economics Trade conflicts between the U.S. and certain foreign countries have recently intensified. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. For example, recently, the U.S. government has imposed and threatened additional tariffs on goods imported by the United States and other nations have responded with their own tariffs on goods imported from the United States. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of Clients’ portfolio companies and returns to investors. There can be no assurances that authorities will be able to address or reverse recent recessionary trends in the global economy or that conditions globally will not worsen and/or adversely affect one or more of the Fund’s portfolio companies, its access to capital or leverage or key markets, or its overall performance. Clients’ investment strategy and the availability of opportunities satisfying Clients’ riskadjusted return parameters relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict

future events and, in any event, past performance is not necessarily indicative of future results, particularly in the context on the ongoing uncertainties in the global economy. There can be no assurance that the assumptions made or the beliefs and expectations currently held by Clients will prove correct and actual events and circumstances may vary significantly.

Market Disruption Risk and Terrorism Risk The military operations of European countries, the U.S., European countries and their allies, Asian countries and the prevalence of terrorist attacks, and instability in various parts of the world could have significant adverse effects on the economy of a particular country or region in which a Client may invest, as well as the global economy. Regional tensions, conflicts, hostilities, terrorist attacks, insurrections or threats of terrorist attacks and political unrest generally may create an unstable geopolitical climate that could have a material effect on general economic conditions, market conditions and market liquidity globally. A Client could therefore be adversely affected by social instability, changes in government administrations and policies or economic, political, legal or regulatory developments that are not within the Clients’ control. In addition, certain illnesses spread rapidly and have the potential to significantly affect the global economy. Terrorist attacks, in particular, may exacerbate some of the foregoing risk factors. Attempted, ongoing, failed or even initially successful negotiations between the U.S. and countries subject to continued international sanctions may negatively affect the global economy and may have amplified effects on emerging market country economies, securities markets and valuations. Neither the Advisers nor the General Partner can predict the likelihood of these types of events occurring in the future nor how such events may affect the Clients. A terrorist attack involving, or in the vicinity of, an investment may result in a loss far in excess of available insurance coverage. These types of events could impact imports from, or exports to, such geographies with an adverse impact on the economy as a whole, any industry, and/or the operations of investments of the Clients. There can be no assurances that regional or global conditions will not worsen and/or adversely affect one or more of a Client’s portfolio companies, its access to capital or leverage or key markets, or its overall performance. A Client’s investment strategy and the availability of opportunities satisfying a Client’s risk-adjusted return parameters relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations held by the Advisers will prove correct and actual events and circumstances may vary significantly. Moreover, the ongoing conflict and geopolitical crisis involving Iran, beginning in

2026, presents a number of risks that may materially affect the value of client portfolios. Armed conflict, military escalation, and heightened tensions in the region may contribute to volatility in global financial markets, including equity, fixed income, commodity, and currency markets. Energy prices, in particular, may experience sharp and unpredictable fluctuations given Iran's role as a major oilproducing nation and the proximity of the conflict to critical energy infrastructure and transit routes in the Middle East. The crisis may also result in the imposition or expansion of economic sanctions by the U.S., the European Union, or other governments targeting Iranian entities, sectors, or third parties engaged in trade or financial dealings with Iran. Such sanctions regimes are complex and subject to rapid change, and compliance obligations may limit the universe of available investment opportunities or require the liquidation of certain positions on short notice and potentially at unfavorable prices. In addition, the conflict may give rise to broader secondary sanctions risk, as governments seek to restrict the flow of capital and resources to parties perceived as supporting or benefiting from the crisis.

Third-Party Litigation In addition to litigation relating to the bankruptcy process, a Client’s investment activities subject them to the normal risks of becoming involved in litigation by an investment, its other security holders or creditors, governmental agencies or other third parties, including novel and/or speculative litigation brought by third party claimants. This risk is somewhat greater where the Clients or Underlying Funds exercise control or significant influence over a company’s direction, including, as a result of significant entity ownership, service on the board of directors, or other contractual rights. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be partially borne by the Clients and would reduce net assets.

General Risks Associated with Non-U.S. Investments Investment in non-U.S. companies frequently involve certain additional risks due to non-U.S. economic, political and legal climates, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of taxes on dividends, interest payments, capital gains or gross proceeds, the need for approval by government or other authorities to make investments, and possible difficulty in obtaining and enforcing judgments against non-U.S. entities. Furthermore, there frequently is less information publicly available about a non-U.S. issuer than about a U.S. issuer, and issuers of non-U.S. securities are subject to different, often less comprehensive, accounting, reporting and disclosure requirements than is the case with U.S. issuers. As a result, information available to the Clients or an Underlying Fund may be less reliable and less detailed than information available in more developed countries, and the Clients’ or the Underlying

Funds’ due diligence reviews may provide less information than reviews conducted in more developed countries. The securities of some non-U.S. companies and non-U.S. securities markets are less liquid and at times more volatile than comparable U.S. securities and securities markets. Moreover, the expenses normally associated with non-U.S. investments often exceed those associated with U.S. investments. Certain countries may restrict foreign investment in the securities of issuers operating in that country. These restrictions or controls may at times limit or preclude foreign investment in certain issuers and increase the costs and expenses of the Clients or Underlying Funds. Certain countries require governmental approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company, or limit investment by foreign persons to a specific class of securities of a company that may have less advantageous terms than the classes available for purchase by nationals. Certain of the Clients and the Underlying Funds are expected to invest a material portion (and possibly all) of their respective capital outside the U.S. in non-dollar denominated investments. Because such investments may involve non-U.S. dollar currencies and because the Clients or the Underlying Funds may temporarily hold funds in bank deposits in such currencies during the completion of their investment programs, the Clients or the Underlying Funds may be affected favorably or unfavorably by changes in currency rates (including as a result of the devaluation of a foreign currency) and in exchange control regulations and may incur transaction costs in connection with conversions between various currencies.

Inflation Certain countries in which the Clients may invest have historically experienced substantial rates of inflation, and the rapidly growing nature of an emerging economy may lead to higher rates of inflation. Inflation and rapid fluctuations in interest rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging economies. Past governmental efforts to curb inflation have included wage and price controls, as well as more drastic economic measures that have had a materially adverse effect on the level of economic activity in the affected country. In particular, a number of countries globally are currently experiencing higher inflation levels, including in the United States and Europe, which are currently experiencing inflationary pressures, including rising fuel costs, increased costs of raw materials, and labor and supply chain shortages. The current inflationary environment could negatively impact the capitalization rates at which assets that the Clients hold are priced, the business operations or financial resources of the Clients, the Clients’ investments or other service providers to the Client or their investments, and could disrupt settled expectations around long-term interest rates in the U.S. and in other developed markets. There can be no assurance that inflation will not become a serious problem in the future and thereby negatively affect the Client's investment returns.

Deflation Deflation could reduce the value of investments as economic growth is often negatively impacted by consumers and businesses delaying purchase decisions as prices reduce. Deflation may also make it more difficult for investments which are leveraged at the asset level to meet or service their debt obligations, due to reductions in revenues and increases in the size of the debt relative to the overall value of an investment. Periods of deflation are often characterized by a tightening of money supply and credit, which could limit Clients’ ability to leverage investments, and so limit the number and size of investments that the Clients may make and affect the rate of return to investors. Such economic constraints could also make Clients’ investments more illiquid, preventing the Clients from realizing such investments.

New Sector in Certain Jurisdictions Private equity investing, including as relates to the insurance industry, is in its nascent stages in certain countries, and in this respect these types of investments are riskier than other more established asset classes in those countries. Additionally, given the sector’s relatively short history in certain countries, it may be difficult for an investor to assess the potential future performance, regulation, taxation and risks associated with expanding investments in this sector in those countries. In particular, private equity in certain countries may not currently be as heavily regulated as it is in the United States. As a result, these countries may be more likely to introduce new regulations during the term of Clients. For example, with the development of this sector, new regulations may be promulgated by governments which can impact: (i) the operations of any investment funds denominated in foreign currencies and/or (ii) offshore U.S. dollar-denominated funds seeking to invest in foreign countries. There can be no assurance that such new regulations, when implemented, will not have a negative impact on Clients and their investments in the applicable jurisdiction.

Sustainability Matters Sustainability (including governance and other similar terms) issues and associated risks (including sustainability risk factors, including CHC emissions, energy management, human rights, and supply chain risks, community relations, workplace health and safety, governance and business ethics and transparency) are relevant to the Clients but are only some of the many factors the Adviser, or the Underlying Funds, will identify and consider in making investment decisions. There is no guarantee that the Adviser, or the Underlying Funds, will successfully make investments in companies that create positive sustainability outcomes while enhancing long-term investment value and achieving financial returns or that the Adviser, or the Underlying Funds, or will successfully identify all relevant sustainability issues and identify and mitigate all risks (including sustainability risks) associated with a proposed investment. The Adviser, or the Underlying Funds, may

not always be able to (a) successfully engage with portfolio investments or their management on sustainability-related practices and potential enhancements, or (b) obtain sustainability key performance metrics or other data, for a variety of reasons, including where the Clients hold a minority or non-control position in a portfolio company, or where the portfolio company is a venture investment or is in its growth stage, or is located in a geography where engagement on such issues or the availability of such data is not yet established practice. To the extent that the Adviser, or the Underlying Funds, engages with portfolio companies on sustainability-related practices and potential enhancements thereto (and it may not be possible to do so, or sustainability-related data may not be forthcoming or available), such engagements may not achieve the desired financial results, or the market or society may not view any such changes as positive, sufficient or desirable. Successful engagement efforts on the part of the Adviser or the Underlying Funds will depend on the Adviser’s, or the Underlying Funds, skill in properly identifying and analyzing material sustainability and other factors and their value (which may involve qualitative and subjective judgments), and there can be no assurance that the strategy or techniques employed will be successful. Considering sustainability qualities when evaluating an investment may result in the selection or exclusion of certain investments based on the Adviser’s or the Underlying Funds view of certain sustainability-related and other factors and carries the risk that the Clients may underperform compared to other funds that do not take, or which do take additional, sustainability-related factors into account because, e.g., the market may ultimately have a different view of a particular company’s performance than that anticipated by the Adviser or the Underlying Funds. The impact following the materialization of a sustainability risk may vary depending on the nature of the event or risk, asset class, region and regulatory regime(s) concerned. Where such a risk materializes, there could be a negative impact on the value of an underlying asset or other adverse impacts for the underlying asset, the Adviser or the Clients, with such consequences potentially arising directly or indirectly (e.g., as a result of adverse reputational impact). Notwithstanding anything in the foregoing, the Clients are not managed with the goal of maximizing its sustainability outcomes and investors should have no expectation in that regard. Consideration of sustainability factors may affect the Clients’ exposure to certain companies, sectors, regions, countries or types of investments, which could negatively impact the Clients’ performance depending on whether such investments are in or out of favor. Applying sustainability-related risks and goals to investment decisions is often qualitative and subjective by nature, and there is no guarantee that the criteria utilized by the Adviser or any judgment exercised by the Adviser will reflect the beliefs or values of any particular investor. In evaluating a particular investment, the Adviser is dependent upon information and data obtained through voluntary or third-party (including portfolio companies and their management teams) reporting that may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s sustainability37

related practices and/or related risks and opportunities. Sustainability-related practices differ by region, industry and issue and are evolving accordingly, and an investment’s sustainability-related practices or the Adviser’s assessment of such practices may change over time. The Adviser in certain circumstances could determine in its discretion that it is not feasible or practical to implement or complete certain sustainability-related practices based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for the Adviser to adhere to all elements of the Clients’ investment strategies, including with respect to sustainability risk and opportunity management and impact, whether with respect to one or more individual investments or to the investments generally. Sustainability requirements imposed by jurisdictions in which the Adviser does business and/or in which the Clients are marketed may result in additional compliance costs, disclosure obligations or other implications or restrictions on the Clients or for the Adviser. Under such requirements, the Adviser may be required to classify itself or the Clients against certain criteria, some of which can be open to subjective interpretation. Equally, the relaxation of such laws may result in less data being available which may impair sustainability outcomes. The Adviser’s views on the appropriate classification may develop over time, including in response to statutory or regulatory guidance or changes in industry approach to classification. Underlying investments may need to take similar steps or undertake additional actions to comply with relevant rules. A change to the relevant classification may require further actions to be taken, for example it may require further disclosures (or in certain cases a material change to reclassify the partnership, which the Adviser reserves the absolute discretion to do, with the consequences that there will be less disclosure and reporting using different templates) by the Adviser or the Clients or may require new processes to be set up to capture data about the Clients or their investments, which may lead to additional costs and expenses to be borne by the Clients. In general, costs and expenses related to sustainability requirements may be allocated to one or more specific fund entities in the discretion of the General Partners, as relevant. Further, there can be no guarantee that the regulatory treatment or classification of the Clients or an investment will translate to, or have, an equivalent treatment of classification, in another country where the Clients are marketed.

Environmental Risks Environmental laws, regulations and regulatory initiatives play a significant role in certain industries and can have a substantial impact on investments in these industries. These industries will continue to face considerable oversight from environmental regulatory authorities and significant influence from nongovernmental organizations and special interest groups. The Clients may invest in portfolio companies that are subject to changing and increasingly stringent environmental and health and safety laws, regulations, and permit requirements.

New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on investments or potential investments, and there can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. Compliance with such current or future environmental requirements does not ensure that the operations of the Clients’ investments will not cause injury to the environment or to people under all circumstances or that the Clients’ investments will not be required to incur additional unforeseen environmental expenditures. Environmental hazards could expose the investments to material liabilities for property damages, personal injuries, or other environmental harm, including costs of investigating and remediating contaminated properties. Moreover, failure to comply with regulatory or legal requirements could have a material adverse effect on a portfolio company or project, and there can be no assurance that portfolio companies will at all times comply with all applicable environmental laws, regulations and permit requirements. Past practices or future operations of portfolio companies could also result in material personal injury or property damage claims. Any noncompliance with these laws and regulations could subject the Clients and their properties to material administrative, civil, or criminal penalties or other liabilities. Under certain circumstances, environmental authorities and other parties may seek to impose personal liability on the limited partners of a partnership (such as the Clients) subject to environmental liability. The Clients may experience material losses due to these risks. The legislative framework for environmental liability has not been fully established or implemented. The extent of the responsibility, if any, for the costs of abating environmental hazards may be difficult to quantify when considering an investment. The Clients may experience material losses due to these risks.

Climate Change The Clients may acquire investments that are located in or have operations in, areas which are subject to or potentially susceptible of climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes, cyclones, typhoons, and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the Clients' business and operations. Physical impacts of climate change may include: increased storm intensity and severity of weather (e.g., floods, cyclones, or hurricanes); sea level rise; fires; and extreme and changing temperatures. As a result of these physical impacts from climate related events, the Clients may be vulnerable to the following: risks of property damage to the Clients' investments; indirect financial and operational impacts from disruptions to the operations of the Clients' investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage,

for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for the products and services of the investments; increased insurance claims and liabilities; increase in energy cost impacting operational returns; changes in the availability or quality of water or other natural resources on which the business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); or incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and economic distributions arising from the foregoing.

Low Correlation Investments A Client may have an investment strategy focused on low correlation investments, and an investment in such Client is intended to be a part of a comprehensive hedging strategy and is not suitable as a sole investment or for any limited partner which cannot afford losing all or a substantial portion of its investment. All investments risk the loss of capital, and, in particular, the nature of a Client’s catastrophe risk investments and the investment techniques and strategies to be employed may increase this risk. In the event that the Adviser’s or an Underlying Fund’s assessment of such catastrophe or “tail” risks proves incorrect and extraordinary economic conditions do not occur, the Underlying Investment may lose all of its assets, which would adversely impact such Client and the investors therein.

Risks Relating to Investments in Money Market and Other Liquid Instruments Clients may, directly or indirectly from time to time, hold cash, cash equivalents, U.S. Treasuries, and other short-term securities, or money market funds to attempt to minimize volatility caused by adverse market, economic, or other conditions, pending investment, in order to fund expenses, or for such other reasons as determined by BCAM in its sole discretion. Any such temporary or defensive positions could prevent Clients from achieving their investment objective.

Leveraged Investments From time to time, Clients are expected to directly or indirectly pursue investments in highly leveraged companies. While investments in highly leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. Some of Clients’ investments may involve high degrees of leverage, including as a result of borrowing at one or more levels of the investment structure or as a result of implicit leverage through derivative transactions. Portfolio companies often issue certain types of debt in connection with leveraged

acquisitions or recapitalizations in which the portfolio company incurs a substantially higher amount of indebtedness than the level at which it had previously operated. Leverage generally has certain implications on the business and operation of these portfolio companies and Clients as investors. For example, the substantial indebtedness of a portfolio company could: (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage; and (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs. A leveraged portfolio company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. In addition, a portfolio company with a leveraged capital structure will be subject to increased exposure to adverse economic factors, such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of that portfolio company or its industry. Recessions, operating problems and other general business and economic risks can have a more pronounced effect on the profitability or survival of highly leveraged companies. If a portfolio company is unable to generate sufficient cash flow to meet all of its obligations, it will generally take alternative measures (e.g., reduce or delay capital expenditures, sell assets, seek additional capital, or seek to restructure, extend or refinance indebtedness), and Clients are likely to suffer a partial or total loss of capital invested in the portfolio company. These actions will often negatively affect the Clients’ investment in such a portfolio company. The Clients’ ability to achieve attractive rates of return on investments will depend on the ability of its portfolio companies to access sufficient sources of debt at attractive rates, including high yield debt. However, availability of capital from the debt markets is subject to volatility from time to time, and there may be times when Clients might not be able to access those markets at attractive rates, or at all, when completing an investment. Also, increased interest rates generally increase portfolio company interest expenses.

Financial Information and Projections Clients will rely upon projections, forecasts or estimates developed by Clients or a company in which Clients are invested concerning such company’s future performance and cash flow. Projections, forecasts and estimates are forward-looking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond a Clients’ control. Projected operating results of a portfolio company are typically based primarily on financial projections prepared by (or

substantially informed by) such portfolio company’s management. In all cases, projections are only estimates of future results, based upon information received from a portfolio company and assumptions made at the time the projections are produced. Furthermore, portfolio companies in which Clients will invest in will generally be private unlisted companies. Such private companies may maintain less comprehensive financial information than, and are generally less regulated than, listed companies. There can be no assurance that the results set forth in the projections will be attained, and actual events often differ from those assumed and general economic factors (which are generally unpredictable and outside the control of a Clients’ general partners and their affiliates and employees) can have a material effect on the reliability and accuracy of financial projections. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates and domestic and foreign business, market, financial or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or results will not be materially lower or otherwise less favorable than those estimated therein.

Accounting, Reporting and Disclosure Standards Different, often less comprehensive, accounting, reporting and disclosure requirements and practices apply to issuers in certain foreign countries than is the case with U.S. issuers. As a result, information available to the Clients may be less reliable and less detailed than information available in more developed countries, and the Clients’ due diligence reviews may provide less information than reviews conducted in more developed countries.

Costs of Complying with Regulations The operations of a Client are subject to material federal, state and local laws, rules and regulations, as well as the laws, rules and regulations of non-U.S. jurisdictions, which could materially adversely affect a Client. Generally, portfolio companies are subject to various laws, ordinances, rules and regulations. Changes in U.S. federal, state and local laws, rules and regulations and non-U.S. laws rules and regulations could negatively impact a Client and its investments. For example, any further increases or changes in the regulations applicable to private investment funds generally, General Partners or the Adviser in particular may result in increased expenses associated with the Clients’ activities and additional resources of the Adviser being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for investors in the Clients or have an adverse effect on the ability of the Clients to effectively achieve their investment objective. Increased reporting, registration and compliance requirements may divert the time and attention of personnel and the Adviser, and may furthermore place the Client at a competitive disadvantage to the extent that the Adviser is required to disclose sensitive business information. There can be no assurance that the foregoing

will not have an adverse impact on the Clients or otherwise impede the Clients’ activities. Given that the Clients will have investments globally, they may need to comply with the most onerous regime applicable to it notwithstanding that other jurisdictions may deregulate or have less onerous requirements in place.

Merger Control Laws In some cases, investments by the Clients, including the Underlying Funds, may be subject to review and approval under relevant merger control laws in the U.S. (including the Hart-Scott Rodino Act) or other jurisdictions. In the event that the U.S. Department of Justice, the Federal Trade Commission, or any similar agency in other jurisdictions (a “Merger Control Regulator”) reviews one or more of the Clients’ proposed or existing investments, it is possible that the Merger Control Regulator will seek to impose limitations on or prohibit one or more of the Clients’ investments or unwind a transaction. Such limitations or restrictions may prevent the Clients from pursuing certain investments, cause delays with respect to consummating such investments or require the Clients to consummate an investment on terms that are less advantageous than would be the case absent such restrictions. Where the Clients are required to unwind a transaction, in addition to incurring additional legal, administrative and other costs, they may have to dispose of the investment at a price that is less than they would have received had the Adviser, or Underlying Fund, managed to exit the investment at a different time or under different circumstances. Any of these outcomes could adversely affect the Clients’ performance with respect to such investments, and thus the Clients’ performance as a whole. A failure to notify a Merger Control Regulator of a transaction where such notification was required or otherwise advisable based on the substantive competition considerations presented by an investment target may expose the Clients, and/or a portfolio company thereof, to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the Clients’ investments. In addition, increasingly, Merger Control Regulators are actively pursuing transactions that were not notified to them and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing.

International Security Restrictions External relations, such as the China-U.S. relationship regarding trade, currency exchange, intellectual property protection, etc., could also have implications to capital flow and business operations of the Clients. Recent events have added to uncertainty in such relations, including restrictions imposed by the U.S. government to restrict the ability of U.S. persons to invest in certain Chinese companies deemed to be “Chinese Military-Industrial Complex companies” and the ability of Chinese companies to engage in activities or transactions in the U.S., as well as the passing

of the Hong Kong national security law by the National People’s Congress of China (the “National Security Law”) to criminalize certain offenses including subversion of the Chinese government and collusion with foreign entities. The National Security Law subsequently prompted the promulgation in the U.S. of the Hong Kong Autonomy Act and Executive Order 13959 setting forth additional export control law and sanctions. The U.S. has also imposed sanctions on senior Chinese officials and certain employees of Chinese technology companies that it believes have contributed to the Chinese government’s activities in Hong Kong, adding a number of new Chinese companies to the Department of Commerce’s Entity List. The UK also suspended its extradition treaty with Hong Kong and extended its arms embargo on China to Hong Kong. Escalation of China-U.S. tensions resulting from these events and the retaliatory countermeasures that the national and state governments have taken and may take (including U.S. sanctions and anti-sanction laws in China), as well as other economic, social or political unrest in the future, could have a material adverse effect on or could limit the activities of Bain Capital, the Clients, including the Underlying Funds, or their portfolio companies.

Currency Risk; Commodity Price Risk; Hedging It is expected that some Clients’ investments, and the income received by Clients with respect to such investments, will be denominated in currencies other than the U.S. dollar. Clients’ books, however, will be maintained, and contributions to and distributions from Clients are expected to be made, in U.S. dollars. Accordingly, changes in currency exchange rates, costs of conversion and exchange control regulations could adversely affect the dollar value of Clients’ investments and the amounts of distributions, if any, to be made by Clients. Currency exchange rates have previously and may in the future fluctuate significantly over short periods of time, and may also be affected unpredictably by intervention by governments or central banks (or the failure to intervene) or by currency controls or political developments in one or more jurisdictions. Clients may incur costs or experience substantial delays when converting one currency into another, or if prohibited from converting one currency into another, which could adversely affect the value of interests in Clients. In addition, depending on Clients’ investments, Clients may be subject to commodity price risk arising from the acquisition and operation of certain of its investments. Clients may, but are not required to, engage in commodity price, interest rate, currency and other hedging transactions. There can be no assurance, however, that Clients will engage in such hedging transactions at any given time or from time to time, or that such hedging transactions will be available or be available at a reasonable cost, or that such hedging transactions will be effective to reduce or eliminate the applicable commodity price, interest rate currency risk or other risk or to generate liquidity. Such hedging transactions may even exacerbate any negative impact on Clients resulting from changes in commodity price, interest rate or currency exchange rates. While such transactions may reduce certain risks, such transactions

themselves may entail certain other risks. Thus, while Clients may benefit from the use of these hedging mechanisms, unanticipated factors such as changes in interest rates, securities prices, commodity prices or currency exchange rates could result in a poorer overall performance for Clients than if it had not entered into such hedging transactions or short sales. If Clients use derivative instruments for hedging purposes, Clients will be exposed to the risks.

Local Intermediary Risks Certain Client transactions may be undertaken through local brokers, banks or other organizations, in which case a Client will be subject to the risk of default, insolvency or fraud of such organizations. There can be no assurance that any money advanced to such organizations will be repaid or that a Client would have any recourse in the event of default. The collection, transfer and deposit of bearer securities and cash expose a Client to a variety of risks including theft, loss and destruction. A Client may also rely upon the general soundness of the banking systems outside the United States which, in some cases, remain relatively under- developed or unstable compared to developed markets such as the United States.

Lack of Liquidity in Markets; Limitations on Liquidity Despite the heavy volume of trading in securities, the markets for some securities may be thinly traded from time to time. This lack of liquidity and market depth could disadvantage Clients, both in the realization of the prices which are quoted and in the execution of orders at desired prices or in desired quantities. Also, securities exchanges and the SEC have authority to suspend trading in a particular security without notice. Additionally, the sale of investments may be subject to restrictions imposed by the applicable securities laws of the countries in which Clients invest or in which it wishes to publicly list securities. In addition, practical limitations may inhibit a Client’s ability to liquidate certain of its investments in portfolio companies when the issuer is privately held and a Client own a relatively large percentage of the issuer’s equity securities. Sales may also be limited by market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in the insurance industry (or other pertinent industries). The limitations on liquidity of a Client’s investments could prevent a successful sale thereof, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized.

Prime Brokers and Custodians and Counterparty Risk There are risks involved in dealing with the custodians or prime brokers who settle trades. While BCAM (or affiliates of BCAM which assist in the execution of trades on behalf of BCAM) seeks to monitor exposure to prime brokers and custodians, there is no guarantee that these prime brokers and custodians, or any other prime broker or custodian that Clients may use from time to time, will not become insolvent. While

both the U.S. Bankruptcy Code and the Securities Investor Protection Act of 1970 seek to protect customer property in the event of a failure, insolvency or liquidation of a broker-dealer, in the event of a failure of a broker-dealer that has custody of Clients’ assets, there is no certainty that Clients would not incur losses due to its assets being unavailable for a period of time and/or ultimately recovering less than the full value of its assets. Clients are directly or indirectly exposed to the credit risk of the counterparties, including brokers, dealers and exchanges through which they deal, whether they engage in exchange- traded or off exchange transactions. If clearing brokers become bankrupt or insolvent, or otherwise default on their obligations to Clients, Clients may not receive all amounts owing to it in respect of its trading, despite the clearinghouse fully discharging all of its obligations. Furthermore, in the event of the bankruptcy of one of the clearing brokers, Clients could be limited to recovering only a pro rata share of all available Clients segregated on behalf of the clearing house broker’s combined customer accounts, even though certain property specifically traceable to Clients (for example, Treasury bills deposited by Clients with the clearing broker as margin) was held by the clearing broker. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearinghouses, and it is not clear how an insolvency proceeding of a clearinghouse would be conducted and what an impact an insolvency of a clearinghouse would have on the financial system. In the event of the insolvency of a clearinghouse, Clients might experience a loss of funds deposited through its clearing broker as margin with the clearinghouse, a loss of unrealized profits on its open positions, and the loss of funds owed to it as realized profits and closed positions. Such an insolvency might also cause a substantial delay before Clients could obtain the return of funds owed to it by a clearing broker who was a member of such clearinghouse. In addition, certain of the instruments which Clients may directly or indirectly trade are traded in markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a contract and not of an exchange or clearing corporation. Clients are directly or indirectly subject to the risk of the inability or refusal to perform on the part of the counterparties with whom such contracts are traded. Risks Applicable to BCAM Insurance Clients

Trading Risk BCAM’s trade error policy only requires BCAM to reimburse BCAM Insurance Clients for any losses resulting from BCAM’s breach of the BCAM Insurance Client’s standard of care (generally gross negligence or willful misconduct). Although BCAM will strive to take the utmost care in implementing investment decisions on behalf of BCAM Insurance Clients, trade errors may occur and could have a material adverse impact on the performance of BCAM Insurance Clients. BCAM will have a conflict of interest

in determining whether BCAM has committed a breach of the applicable standard of care under its trade error policy. While BCAM will endeavor to make its clients whole when trade errors in breach of the applicable standard of care occur, calculating the exact amount owed to a BCAM Insurance Client involves discretion and there may be various reasonable approaches. BCAM will seek to calculate the amount owed in good faith. In the event that BCAM Insurance Clients engage in trading activity, BCAM may rely on affiliates that assist in the execution of such trades on behalf of BCAM Insurance Clients. If such affiliates are unable or unwilling to provide support for these brokerage services for BCAM Insurance Clients, BCAM Insurance Clients’ ability to purchase and sell these assets may be limited, which may have an adverse impact on BCAM Insurance Clients’ investment strategy. Any brokerage commissions that are incurred by affiliates that assist in the execution of trades on BCAM Insurance Clients’ behalf will be charged to BCAM Insurance Clients as a partnership expense. In addition, BCAM’s affiliated investment advisers have the same or similar trade error policies (as do third parties).

Derivatives Instruments BCAM Insurance Clients may use derivatives in its investment strategy. Derivatives instruments, or “derivatives”, include instruments and contracts which are derived from, and are valued in relation to, one or more underlying securities, financial benchmarks, or indices (e.g., swaps, credit derivatives, futures contracts, options on future contracts, index futures, forward contracts, caps and options). Derivatives typically allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark, or index at a fraction of the cost of acquiring, borrowing, or selling short the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives trading. However, there are a number of additional risks associated with derivatives trading. Transactions in certain derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of, and relevant regulatory rules (including those relating to mandatory trading and clearing obligations) concerning, trading in the over-the-counter markets or on nonU.S. exchanges, including margin requirements. Derivatives may entail investment exposures that are greater than their initial margins or option premiums would suggest, meaning that a small investment in derivatives could have a large potential impact on BCAM Insurance Clients’ performance. If BCAM Insurance Clients invest in derivatives at inopportune times or judges market conditions incorrectly, such investments may lower BCAM Insurance Clients’ return or result in a loss, which could be significant. Derivatives are also subject to various other types of risk, including market risk, liquidity risk, structuring

risk, correlation risk, counterparty financial soundness, credit worthiness and performance risk, legal risk, and operational risk. In addition, BCAM Insurance Clients could experience losses if they are unable to liquidate its positions because of an illiquid market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid, and unpredictable changes in the prices for derivatives. Derivatives instruments that may be purchased or sold by BCAM Insurance Clients may include instruments not traded on an exchange. The risk of nonperformance by the obligor on an instrument may be greater than, and the ease with which BCAM Insurance Clients can dispose of or enter into closing transactions with respect to an instrument may be less than, the risk associated with an exchange traded instrument, although this is not always the case. In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments. Derivative instruments not traded on exchanges are not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with the transactions.

Loan and Debt Investments Certain BCAM Insurance Clients invest in secured or unsecured loans or debt investments, including without limitation subordinated loans, mezzanine loans, collateralized loan obligations (“CLOs”), and other structured investments which may be subordinated to the senior obligations of the borrower. These investments generally will not be readily marketable, will be subject to restrictions on resale and may require lengthy negotiations in connection with disposition. Loans are often less liquid than other types of debt securities, particularly in times of significant market dislocation. Investors should note that investments may be structured to include shareholder loans or other investments structured as debt of intermediate holding companies, which may give rise to additional risks. Loans and other debt investments will subject BCAM Insurance Clients to credit risk,

i.e., the risk that a borrower will default in the payment of principal, interest or other

obligations, including investments that are not rated by any rating agency. Loans that are fully secured may offer BCAM Insurance Clients more protection than unsecured loans in the event of non-payment, however, there is no assurance that the liquidation of any collateral would satisfy the borrower’s obligation, or that such collateral could be liquidated. Greater credit risks are usually attached to subordinated investments which will be limited by restrictions benefitting more senior lenders, will be subject to greater risk of default, may not be protected by financial or other covenants and may have limited liquidity. If a borrower becomes involved in bankruptcy proceedings, BCAM Insurance Clients may receive a lesser return on its investment than expected or no return at all. Additionally, various U.S. federal and state and non-U.S. laws enacted for the protection of creditors may

apply to Clients. In general, if payments on an investment are voidable as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient (such as BCAM Insurance Clients) or from subsequent transferees of such payments (such as limited partner). Investments in loans and other debt will generally be subject to risk associated with market changes in interest rates. Factors that generally affect market interest rates include, without limitation, inflation, slow or stagnant economic growth or recession, unemployment, money supply and the monetary policies of the U.S. Federal Reserve Board and central banks throughout the world, international disorders and instability in U.S. and non-U.S. financial markets. Interest rate changes affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of fixed rate instruments, falling interest rates will have a positive effect on the price of fixed rate instruments and the prices of long-term obligations fluctuate more than the prices of short term obligations. Adjustable rate instruments also react to interest rate changes in a similar manner, although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including, among other factors, the index chosen, frequency of reset and reset caps or floors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. BCAM Insurance Clients expect that it will periodically experience imbalances in the interest rate sensitivities of its assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, if BCAM Insurance Clients do not manage this risk effectively, then BCAM Insurance Clients’ performance could be adversely affected. In addition, BCAM Insurance Clients’ investments may include subordinated or unsecured debt investments issued with a fixed yield. The credit risk and interest rate risk associated with such investments are often greater than those generally applicable to other types of debt investments. Changes to applicable law and regulation in one or more relevant credit markets could also increase the risk, cost or complexity associated with investing in loans and other forms of debt. Loans may permit or require the prepayment thereof, which, when made, reduces the actual outstanding debt on which BCAM Insurance Clients derive interest income, sometimes with no or a nominal prepayment premium. The degree to which a borrower prepays a loan may be affected by prevailing interest rates, general business conditions, the financial condition of the borrower and competitive conditions among lenders and others. In the event the BCAM Insurance Clients receive proceeds from an investment earlier than anticipated, BCAM Insurance Clients will often be permitted to reinvest such proceeds, but there is no assurance that BCAM Insurance Clients will be able to reinvest such proceeds even where they are received during the investment period. BCAM Insurance Clients’ inability to reinvest such proceeds may materially affect the performance of BCAM Insurance Clients.

Investments in Mortgage-Related Assets (including RMBS) BCAM Insurance Clients may make investments in mortgage-related assets, including through subsidiaries. These investments are subject to a number of risks, including interest rate risk, prepayment risk, credit risk, and risks associated with the underlying real estate. Mortgage-related securities are particularly sensitive to changes in interest rates. In periods of rising interest rates, the duration of such securities may extend, making them more sensitive to further rate increases and potentially increasing volatility. Conversely, when interest rates decline, borrowers may refinance or prepay their mortgages more quickly than expected, resulting in earlier return of principal. This may reduce returns because BCAM Insurance Clients may be required to reinvest such proceeds at lower prevailing interest rates (commonly referred to as “contraction risk”). In addition, when interest rates rise, prepayments may slow, extending the effective maturity of the securities, which may further increase price sensitivity. Mortgage-related investments are also subject to broader market and real estaterelated risks. Dislocations in the real estate, securitization, or credit markets may result in reduced liquidity, increased volatility, and declines in value. Declining real estate values, reduced availability of leverage or refinancing, and adverse economic conditions may lead to increased delinquencies and defaults on underlying mortgage loans. In addition, economic downturns may impair the financial condition of borrowers and tenants, resulting in higher vacancy rates, reduced cash flows, and lower recoveries on defaulted loans, each of which may materially and adversely affect the value of such investments. Residential mortgage-backed securities (“RMBS”) represent interests in pools of residential mortgage loans and are subject to the risks described above, as well as certain additional considerations. RMBS are influenced by both their underlying investment value (based on prevailing interest rates and credit quality) and their exposure to the performance of the underlying residential mortgage loans. The timing and amount of cash flows from RMBS may be uncertain due to prepayments, refinancings, or foreclosures. In addition, certain RMBS may be backed by non-conforming mortgage loans that do not meet the underwriting standards of government-sponsored enterprises such as Fannie Mae or Freddie Mac. Such loans typically involve higher credit risk and may experience higher rates of delinquency, foreclosure, and loss. As a result, RMBS backed by such loans may be subject to greater volatility and risk of loss than securities backed by more traditional, conforming mortgage loans.

Structured Products BCAM Insurance Clients invest in structured products, including assets typically

referred to as CLO debt and CLO equity, including through its subsidiaries. These investments will typically consist of equity or subordinated debt securities issued by a private investment fund that invests, on a leveraged basis, in the bank loan, high yield debt or other asset groups. A BCAM Insurance Client’s investment in structured products will be subject to a number of risks, including risks related to the fact that the structured products will be leveraged. Utilization of leverage is a speculative investment technique and will generally magnify the opportunities for gain and risk of loss borne by an investor in the equity or subordinated debt securities issued by a structured product. Many structured products contain covenants designed to protect the providers of debt financing to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of the BCAM Insurance Client’s investment therein. In addition, if the particular structured product is invested in a security in which the BCAM Insurance Client is also invested, this would tend to increase the BCAM Insurance Client’s overall exposure to the credit of the issuer of such securities, at least on an absolute, if not on a relative basis. BCAM Insurance Clients may invest in other funds or structured products sponsored by Affiliated Advisers. Typically, a BCAM Insurance Client’s interest in any such fund would be subject to the terms and conditions of such fund or product, including fees and carried interest, except to the extent the general partner of, or the affiliated adviser of, such fund has, in its sole discretion, waived all or a portion of such fees and carried interest with respect to such fund or structured product. The value of an investment in a structured product will depend on the investment performance of the assets in which the structured product invests and will therefore be subject to all of the risks associated with an investment in those assets. These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other credits of the issuer of such asset or nullified under applicable law. The BCAM Insurance Client will not own such assets directly and will therefore not benefit from general rights applicable to the holders of assets, such as the right to indemnity and the rights of setoff, or have voting rights with respect to such assets, and in such cases, all decisions related to such assets, including whether to exercise certain remedies, will be controlled by the structured product. Structured products are a relatively recent development in the financial markets. Consequently, there are certain tax and market uncertainties that present risks relating to investing in structured products.

Mezzanine Debt The mezzanine investments in which certain BCAM Insurance Clients intend to invest are typically contractually or structurally subordinate to senior indebtedness of the applicable company, or effectively subordinated as a result of being

unsecured debt and therefore subject to the prior repayment of secured indebtedness to the extent of the value of the assets pledged as security. In some cases, the subordinated debt held by a BCAM Insurance Client will be subject to the prior repayment of different classes of senior debt that is “layered” ahead of the debt held by a BCAM Insurance Client. In the event of financial difficulty on the part of a portfolio company, such class or classes of senior indebtedness ranking prior to the debt held by a BCAM Insurance Client, and interest thereon and related expenses, must first be repaid in full before any recovery will be had on a BCAM Insurance Client’s mezzanine or other subordinated investment. Subordinated investments are characterized by greater credit risks than those associated with the senior or senior secured obligations of the same issuer. In addition, under certain circumstances the holders of the senior indebtedness will have the right to block the payment of interest and principal on a BCAM Insurance Client’s mezzanine investment and to prevent a BCAM Insurance Client from pursuing its remedies on account of such non-payment against the company. Further, in the event of any debt restructuring or workout of the indebtedness of any company, the holders of the senior indebtedness will likely control the creditor side of such negotiations. Many issuers of mezzanine debt are highly leveraged, and their relatively high debtto-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. In addition, many issuers of mezzanine debt are in poor financial condition, experiencing poor operating results, having substantial capital needs or negative net worth or facing special competitive or product obsolescence problems, and sometimes include companies involved in bankruptcy or other reorganizations or liquidation proceedings. Adverse changes in the financial condition of an issuer, general economic conditions, or both, typically impair the ability of such issuer to make payments on the subordinated securities and result in defaults on such securities more quickly than in the case of the senior obligations of such issuer. Some mezzanine debt securities are not publicly traded, and therefore it will be difficult to obtain information as to the true condition of the issuers. Finally, the market values of certain of this mezzanine debt reflect individual corporate developments. Mezzanine debt investments will also be in the form of zero-coupon or deferred interest bonds, which are bonds which are issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. These investments typically experience greater volatility in market value due to changes in the interest rates than bonds that provide for regular payments of interest.

Certain Regulatory and Tax Risks Applicable for Clients Evolving Legal and Regulatory Regime and Potential Regulatory Changes The regulatory environment for private investment funds, their managers and BCAM is evolving, and changes in regulation could occur during the term of the BCAM Insurance that may adversely affect the Client, its efficient investment structuring and its investment results, and/or some or all of the Clients’ investors or lead to decreased investment returns, increased taxes or other costs. New laws and/or revised rules, regulations or guidance imposed (including thematic work by governments or regulators which indicates that new laws, rules or guidance may be forthcoming) or supervised by the UK Financial Conduct Authority (the “FCA”), the SEC and other governmental regulatory authorities and self-regulatory organizations or industry bodies that supervise the financial markets could adversely affect Clients. The SEC has indicated that it intends to seek to enact changes to numerous areas of law and regulations that would impact the business of Clients. In particular, the SEC has signaled an increased emphasis on investment adviser and private fund regulation and has proposed and adopted a number of new rules that, if adopted, would impose significant changes on private fund advisers and their management of private funds, and the SEC is expected to propose additional changes in the future. Any such changes are expected to materially impact Clients and/or their investments, as well as increasing their expenses. Significant time and resources are expected to be required to comply with new (and/or changing) regulations, which potentially will detract from the time and resources dedicated to the operations of Clients. Additionally, in light of the changing global regulatory climate, BCAM and/or the Client may be required to register under certain foreign laws and regulations and need to engage distributors or other agents in certain non-U.S. jurisdictions in order to market interests to potential investors. The effect of any future regulatory change(s) in such jurisdictions on the Client could be substantial and adverse. The U.S. Congress, recent U.S. presidential administrations and U.S. financial services agencies have previously taken various actions to amend but not repeal the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). In June 2017, the U.S. Treasury Department issued the first in a series of reports pursuant to a February 2017 executive order establishing core principles for financial regulation and directing the Treasury Department to review then-current regulation of the financial services industry to accomplish, among other things, making financial regulation efficient, effective and appropriately tailored. In the June 2017 report, the Treasury Department recommended a number of changes both to federal banking and financial services regulation and statutes including the Dodd-Frank Act. Among the changes recommended by the Treasury Department Report were modifications that would ease regulatory burdens related to the Section 619 of the Dodd-Frank Act and Regulation VV as adopted by the Board of Governors of the Federal Reserve (each as amended, the “Volcker Rule”). The Volcker Rule generally prohibits a banking

entity from sponsoring or investing in private equity and hedge funds without a specific exemption or exclusion thereunder. In May 2018, Congress passed and the U.S. presidential administration at the time signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”), which represented the first significant deregulatory piece of legislation amending the Dodd-Frank Act. The EGRRCPA is wide-ranging, affecting many financial services laws. If the restrictions under the Dodd-Frank Act are further curtailed or repealed, banking entities may be subject to fewer restrictions on their investment activities, which may allow them to become more active in the markets and compete more actively with the Client for investment opportunities and to sponsor funds that compete with the Client for investment opportunities. The Dodd- Frank Act also imposes increased recordkeeping and reporting obligations on BCAM with respect to the Client. Records and reports relating to the Client that must be maintained by BCAM and that are subject to inspection by the SEC include: (i) assets under management and use of leverage (including off-balance-sheet leverage); (ii) counterparty credit risk exposure; (iii) trading and investment positions; (iv) valuation policies and practices of the Client; (v) type of assets held; (vi) side arrangements or side letters; (vii) trading practices; and (viii) such other information as the SEC, in consultation with the U.S. Financial Stability Oversight Council, determines is necessary and appropriate. This is in addition to books and recordkeeping requirements that all advisers are required to maintain and produce upon inspection by the SEC. While the Dodd-Frank Act subjects such records and reports to certain confidentiality provisions, no assurance can be given that the mandated disclosure of records or reports to the SEC or other governmental entities will not have a significant negative impact on the Client, BCAM or any limited partner. In addition, the new recordkeeping and reporting requirements and enhanced SEC scrutiny and audits may increase the Client’s compliance, administrative and other operational costs. As it is unclear whether and how the current U.S. presidential administration and the U.S. Congress will further amend, or even repeal, the Dodd-Frank Act and what other legislative, regulatory and executive actions may be taken, it is difficult to predict how the Client will be affected by any such legislative, regulatory or executive actions. Depending on the nature of any changes to the Dodd-Frank Act, such changes may prove detrimental to the Client. Furthermore, in October 2020, the Board of Governors of the Federal Reserve System and four other federal agencies adopted amendments to the Volcker Rule provisions relating to “covered funds”. Among other things, these amendments permit certain banking entities and employee securities companies to co-invest in an unlimited amount alongside private equity funds, real estate funds, infrastructure funds, energy funds and other funds, so long as the investments are permitted by applicable law. These amendments have the effect of allowing banking entities and their affiliates to compete more actively with the Client for investment opportunities and to sponsor funds that compete with the Client for investment opportunities. Clients may be adversely affected by these and other changes in the enforcement or

interpretation of existing statutes and rules by these or other regulatory authorities or self-regulatory organizations. Further, the SEC, other regulators and selfregulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies, which may have an adverse impact on the business of the Clients or one or more of its portfolio companies. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with any new laws or regulations could be more difficult and expensive and may affect the manner in which the Clients conducts business. In particular, changes in the regulation of private investment funds may adversely affect the ability of the Clients to obtain the leverage it might otherwise seek. Similarly, developments in the tax laws of the U.S. or other jurisdictions (possibly with retroactive effect) in which Clients or one of their subsidiaries operates, is managed, is advised, is promoted or invests, or in which any of the limited partners is resident could have a material effect on the tax consequences to the Clients and/or the Clients’ investors. Additionally, BCAM and the Clients are subject to U.S. laws governing overseas investment, including the Foreign Corrupt Practices Act, and to anti-corruption laws of other jurisdictions. New laws or revised regulations, including those imposed by the SEC, other governmental regulatory authorities, self-regulatory organizations or industry bodies that supervise the financial markets that could adversely affect the Clients may be adopted in the future. Enforcement actions under these and other laws, including with respect to allegations beyond Bain Capital’s control, could adversely affect BCAM and Clients.

International Organizations of Securities Commissions Thematic work by governments, agencies, regulators, and formal and informal groups comprising such members (whether internationally, in specific regions or domestically) may lead to new law or regulation (or changes to existing law and regulation). For example, the Board of the International Organization of Securities Commissions published, in September 2023, a report containing a thematic analysis on emerging risks in private finance, which made a number of observations on a variety of issues of interest to private equity strategies and alternative investment fund managers more broadly with such issues including conflicts of interest, aspects of the offering and organization of private funds, certain types of sales and exit, and market conditions and risk. Any such new law or regulation resulting from this, or other similar thematic work, may result in adverse impacts or additional costs or compliance obligations for any of BCAM, Clients or their investments.

Business and Regulatory Risks of Private Investment Funds Legal, tax and regulatory changes could occur during the term of BCAM Insurance Clients that may adversely affect Clients. The regulatory environment for private

investment funds and other investment vehicles is evolving, and there is a possibility that changes in securities regulations will adversely affect the value of Clients interests, including by adversely affecting the value of investments held by Clients and the ability of the Clients to obtain the leverage it might otherwise obtain or to pursue its trading strategies. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, the Commodity Futures Trade Commission, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by domestic and foreign government and judicial action. The effect of any future regulatory change on the Clients could be substantial and adverse.

Costs of Complying with Regulation The operations of the Clients are subject to material federal, state and local laws, rules and regulations, as well as the laws, rules and regulations of non-U.S. jurisdictions, which could materially adversely affect the Clients. Generally, portfolio companies are subject to various laws, ordinances, rules and regulations. Changes in U.S., federal, state and local laws, rules and regulations and non-U.S. laws, rules and regulations could negatively impact the Clients and the portfolio companies. For example, any further increases in the regulations applicable to private investment funds generally or Clients, or BCAM in particular may result in increased expenses associated with BCAM Insurance Clients’ activities and additional resources of BCAM being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for investors in Clients or have an adverse effect on the ability of Clients to effectively achieve their investment objective. Increased reporting, registration and compliance requirements may divert the time and attention of personnel and BCAM and may also place Clients at a competitive disadvantage to the extent that BCAM is required to disclose sensitive business information. There can be no assurance that the foregoing requirements will not have an adverse impact on Clients or otherwise impede the Clients’ activities. Given that BCAM will have investments and investors globally, it may need to comply with the most onerous regime applicable to it notwithstanding that other jurisdictions may regulate or have less onerous requirements in place.

Compliance with Anti-Money Laundering Requirements and Counter-Terrorism Financing Risks (“AML/CFT”) Requirements In response to increased regulatory concerns with respect to, among others, the sources of funds used in investments and other activities, the subscription agreements executed by investors will require certain representations verifying, among other things, such investors’ identity, including the identity of any person purporting to act on their behalf and the identity of any intended beneficial owners/controllers (if they are not the prospective investors) and the source of funds

used to purchase the limited partner interests in Clients, and will require investors to provide additional information upon the Clients request as a result of applicable antimoney laundering, financial crime, and counter terrorist finance requirements. The AML/CFT requirements applicable to BCAM are periodically renewed and changed over time. For example, the United States has recently adopted rules that will require investment advisers to (1) develop and implement AML/CFT compliance programs; and (2) report suspicious activity. Additional rules have been proposed that could extend customer identification and verification requirements to among others the BCAM Insurance Clients and investment advisers. In case of failure by an investor to cooperate with the BCAM Insurance Client or the Client GPs’ requests, such as not providing the necessary identification and verification information and/or documentation in accordance with applicable AML/CFT laws and regulations, Clients may be required to report such investor’s failure to comply with such requests and/or disclose such investor’s identity or other information to appropriate governmental authorities, without notifying investors that the information has been so provided. Clients’ subscription agreements will authorize BCAM to take such steps as it determines are necessary to comply with applicable law, regulations, orders, directives or special measures, which steps may include prohibiting an investor from making further contributions of capital to the Clients, depositing distributions to which an investor would otherwise be entitled into an escrow account or causing the withdrawal of an investor from the Clients. The costs and expenses in connection with the non-compliance of an investor with applicable AML/CFT requirements may be charged to such investors.

Sanctions, FCPA and Anti-Corruption Economic and trade sanctions laws and regulations in the United States, the European Union, the UK and other jurisdictions, as well as those established by the United Nations, may prohibit Clients from transacting, directly or indirectly, with certain countries, territories, entities and individuals. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State’s Office of Economic Sanctions Policy and Implementation (“ESPI”) administer and enforce laws, executive orders, regulations and related authorities establishing U.S. economic and trade sanctions. Such economic and trade sanctions prohibit, among other things, transactions with, and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals (each, a “Sanctioned Party,” and collectively, “Sanctioned Parties”). These Sanctioned Parties include certain foreign countries and individuals and entities listed on OFAC’s list of Specially Designated Nationals (as such list may be amended from time to time), which includes certain designated narcotics traffickers, certain entities and persons engaged in activities related to the proliferation of weapons of mass destruction and other parties subject to OFAC economic and trade sanctions programs. In addition, certain programs administered by OFAC and ESPI prohibit dealing with certain individuals or entities, including individuals or entities in certain countries or of certain nationalities, regardless of whether such individuals or entities

appear on the lists maintained by OFAC and ESPI. Furthermore, OFAC generally imposes sanctions on entities owned 50% or more in the aggregate by one or more Sanctioned Parties as if the entity was itself a Sanctioned Party. It is possible that these types of U.S. and other economic and trade sanctions laws and regulations may significantly restrict Clients’ intended investment activities. U.S. persons are generally prohibited from transacting with sanctioned parties, OFAC also, however, imposes more targeted restrictions, such as the Chinese Military Companies Sanctions, which prohibit the acquisition of securities issued by firms designated to a specified restricted party list. Along with economic sanctions, other regulatory regimes that also restrict transactions by U.S. persons, and therefore certain investments, are also rapidly evolving. For example, in January 2025, a new “outbound investment” regulatory regime took effect, which prohibits or requires notifications with respect to certain transactions involving Chinese, or Chineseaffiliated, companies that deal in certain categories of semiconductors and microelectronics, quantum information technologies, and artificial intelligence. Because Clients invest globally, including in China and other regions in Asia, evolving sanctions, outbound investment restrictions, and similar regulatory regimes may restrict Clients’ investment activities in certain countries, require regulatory disclosures, restrict the counterparties with whom the Fund may transact, and/or impose other adverse consequences. BCAM and its Clients are committed to complying with the U.S. Foreign Corrupt Practices Act and other anti-corruption laws and regulations, as well as U.S. antiboycott regulations, to which they are subject. As a result, the Client may be adversely affected because of its unwillingness to participate in transactions that may violate such laws or regulations. Such laws and regulations may make it difficult or impossible in certain circumstances for Clients to act expeditiously or successfully on investment opportunities and for portfolio companies to obtain or retain business. Furthermore, if after subscribing a Client, an investor is determined to be a sanctioned party, Clients may be required to cease any further dealings with the investor’s limited partnership interest until such sanctions are lifted or a license is sought under applicable law to continue dealings with such investor. For the avoidance of doubt, the Clients have the sole discretion to determine if an investor is subject to sanctions and is under no obligation to seek a license to continue dealing with such investor. As such, a Client’s general partner may “freeze” the sanctioned party’s capital account, prohibit further capital contributions from or distributions to such sanctioned party, and make any required filings or notices to regulators and lenders. Although Bain Capital expends significant effort to comply with the sanctions regimes in countries where it operates, one of these rules could be violated by the Clients’ activities or investors, which could adversely affect the Clients. Further, addressing a sanctioned party may result in additional expenses to Clients and may require Clients to cover shortfalls resulting from the sanctioned party not being permitted to make capital contributions.

Also, as a result of sanctions, Clients may be required to sell securities and other Clients’ investments at prices and times that it otherwise would not have done so if not for the sanctions. While the Fund GPs will use commercially reasonable efforts to mitigate any such situations, such situations could still adversely affect BCAM and Clients’ returns. Financially, sanctions could also not result in other actions that adversely affect BCAM and Clients’ returns, including but not limited to assets or other investments being frozen or otherwise rendered inaccessible, Clients being required to terminate existing agreements with service providers or other parties and/or losing access to particular markets or related infrastructure.

Affiliated Advisers BCAM has affiliated advisers based in the U.S., each of which focuses primarily on a different area of investment management, although such areas may overlap from time to time (such advisers, together with BCAM, the “U.S. Affiliate Advisers”). Each U.S. Affiliate Adviser is registered as an investment adviser with the SEC. The U.S. Affiliate Advisers currently include but are not limited to, in addition to BCAM: - Bain Capital Credit, LP, which uses fundamental credit analysis to identify attractive investment opportunities and seeks strong risk adjusted returns, primarily in credit products and fixed-income investments; - Bain Capital Crypto, LP, whose primary objective is investing capital, knowledge and time to enhance protocol or company growth in crypto and blockchain technology sectors; - Bain Capital Double Impact, LP, which focuses on equity investing in impact- or

mission- oriented companies and more traditional companies with positive impact products and services; - Bain Capital Insurance Solutions, LP, which advises private funds focused on investing in insurance companies, subadvises insurance dedicated funds, and provides certain advisory services to insurance companies; - Bain Capital Life Sciences, LP, which focuses on equity investing in biopharmaceutical, medical device, diagnostics and enabling life science technology companies; - Bain Capital Private Equity, LP, which focuses on leveraged buyouts and growth capital in a wide variety of industries; - Bain Capital Real Estate, LP, whose primary objective is to research and advise on real estate and real estate-related investments; - Bain Capital Special Situations, LP, whose primary investment objective is to invest across all market cycles, combining credit, equity, corporate and real estate expertise to partner where other providers may not; - Bain Capital Tech Opportunities, LP, which focuses on equity investing in technology and technology-enabled companies; - Bain Capital Ventures, LP, which focuses on seed through late-stage growth equity investing in software, hardware, information, healthcare, and technologydriven business services companies; - BCPC Advisors, LP, a subsidiary of Bain Capital Credit, LP, which is an investment adviser to business development companies; and - BCSF Advisors, LP, a subsidiary of Bain Capital Credit, LP, which is an investment adviser to business development companies and a sub-adviser to registered investment companies. In addition to the U.S. Affiliate Advisers, Asset Resurgence Mauritius Manager, Bain Capital (Singapore) Pte. Ltd., Bain Capital (UK) Limited, Bain Capital Advisors (India) Pvt. Ltd., Bain Capital Asset Manager Mauritius, Bain Capital (Hong Kong) Ltd., Bain Capital Credit (Australia) Pty. Ltd., Bain Capital Credit, Ltd., Bain Capital Investments (Europe) Ltd., Bain Capital Investments (Ireland) Ltd., Bain Capital Investments (Luxembourg) Sarl, Bain Capital Private Equity (Asia) Ltd., Bain Capital Private Equity (Europe), LLP, Bain Capital (Japan), LLC, and India Resurgence Asset Management Business Pvt. Ltd., affiliates of Bain Capital, are licensed in their applicable jurisdictions with various regulators (together with the U.S. Affiliate Advisers, the “Affiliate Advisers”).

The Affiliate Advisers’ investment activities are conducted independently, but the Affiliate Advisers may provide an extensive personal network and access to vertical industry expertise. On occasion, the Funds may also benefit from attractive nontraditional investment opportunities from Affiliate Advisers. Bain Capital has established other non-investment advisory related entities which are affiliates of the Affiliate Advisers. These entities do not provide investment advisory services and have been organized primarily to provide services incidental to the services of the Affiliate Advisers. Affiliated Broker-Dealer Bain Capital Markets, LLC, is an affiliated broker-dealer registered with the SEC and is a member of FINRA. Bain Capital Markets, LLC places securities and instruments issued by certain private investment funds that the Advisers and their affiliates manage and provides certain Capital Markets Services (as defined above) for certain portfolio companies of such private investment funds. Affiliated Insurance Business Federal Life Group, Inc. (together with its subsidiaries, “Federal Life”) is an insurance carrier that provides life, health, and annuity products across individual and institutional markets. Conflicts of Interest The discussion below reflects both historical and current practices of BCAM and the Clients and practices vary among the Clients. As a diversified private investment firm, Bain Capital and its affiliates, including BCAM, engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds or accounts and provide investment banking, advisory, management and other services to funds and operating companies. Bain Capital currently has a number of affiliate advisers, including BCAM (the “Affiliate Advisers”), each of which focuses primarily on a different investment strategy, although such investment strategies overlap from time to time. The Boylston Funds and Clarendon Funds advised by BCAM are referred to as the “Partner Investments Clients.” The Coinvest Clients advised by BCAM are referred to as the “Coinvest Clients.” The Partner Investments Clients and the Coinvest Clients together are referred to as the “Boylston Clients.” The BCAM Insurance Company Clients and IDFs (as defined in Item. 4) are referred to collectively as “BCAM Insurance Clients.” Boylston Clients and BCAM Insurance Clients are collectively referred to as “Clients.”

The funds and accounts advised by the Affiliate Advisers (including the Clients) are referred to as the “Related Funds.” In the ordinary course of conducting its activities, the interests of a Client or its limited partners will, on occasion, conflict with the interests of BCAM or its affiliates, other Clients or one or more other Related Funds, or other Clients or with their respective affiliates. The following describes certain potential conflicts of interest that exist; however, other conflicts are disclosed throughout this document, and current or potential investors should review this document in its entirety. For additional risks and conflicts regarding the Coinvest Clients, refer to the ADV 2 of the Bain Capital Affiliate Adviser for the applicable Related Fund. Dealing with conflicts of interest is complex and difficult and new and different types of conflicts may subsequently arise. While Bain Capital has adopted procedures to address such conflicts, there can be no assurance that these procedures will have their desired effect. There can be no assurance that Bain Capital or the Adviser will be able to resolve all conflicts in a manner that is favorable to the Clients. Resolution of Conflicts Each of BCAM and the other Affiliate Advisers will deal with all conflicts of interest using its best judgment, but in its sole discretion. When conflicts arise among investment funds or accounts advised or managed by BCAM and the other Affiliate Advisers, the participating Affiliate Advisers will represent the interests of the investment funds or accounts they advise. In resolving conflicts, the Affiliate Advisers will generally consider various factors, including the interests of funds and accounts they manage in the context of both the immediate issue at hand and the longer- term course of dealings. From time to time, BCAM and the other Affiliate Advisors will determine to refer certain conflicts of interest to Bain Capital’s Allocation Committee (the “Allocation Committee”), comprised of senior Bain Capital personnel, for review and resolution, particularly in situations where BCAM and the other Affiliate Advisors are unable to resolve such conflicts. Similarly, the Allocation Committee may in its sole discretion determine to review and make determinations regarding certain conflicts of interest. When conflicts arise between a Client and another Client, BCAM will resolve the conflict. In doing so, it will generally consider various factors, including the interests of such Client and the other Client with respect to the immediate issue and/or with respect to the longer-term course of dealing among the Clients. In the case of all conflicts involving a Client, the determination as to which factors are relevant, and the resolution of such conflicts, will be made in the sole discretion of BCAM. While BCAM has procedures in place designed to mitigate conflicts of interest among Clients and other Related Funds, there can be no guarantee that these procedures will be successful. By acquiring an interest, a Client investor acknowledges and represents that it has

carefully reviewed this “Conflicts of Interest” section and understands and consents to the existence of potential conflicts of interest including, without limitation, those described in this section and, to the extent permitted by applicable law, to the operation of the Client subject to these conflicts. Sources of Conflicts of Interest There are numerous perceived and actual conflicts of interest among the Client, the Related Funds, the Adviser and the Affiliate Advisers. The conflicts of interest that may be encountered by each Client include those discussed below, although the discussion below does not describe all of the conflicts that may be faced by the Clients. Other conflicts are disclosed throughout this document and this document should be read in its entirety for other conflicts. Dealing with conflicts of interest is complex and difficult, and new and different types of conflicts are likely to subsequently arise.

Adviser Personnel It is expected that personnel of the Adviser responsible for managing a Client will have responsibilities with respect to other Clients and/or Related Funds, including funds and accounts that are raised in the future, as well as the investments of the Clients and/or other Related Funds. Substantial time may be spent by such personnel monitoring the investments of other Clients and/or other Related Funds. Conflicts of interest may arise in allocating time, services, or functions of such personnel.

Placement Agents An affiliate of Bain Capital, Bain Capital Markets LLC, will act as a placement agent to the Funds. Representatives of Bain Capital Markets, LLC are employees of the general partner of the Underlying Bain Capital Funds, the Adviser, or its affiliates. Bain Capital Markets, LLC and its representatives do not provide services to investors or provide investment recommendations. In this regard, the affiliated placement agent does not make any determination regarding whether an investment in any Client is in the best interests of, or suitable for, any investor. Investors should exercise their own judgment and/or consult with a financial professional prior to investing in any Client. To the extent Bain Capital Markets, LLC offers limited partnership interests in the Underlying Bain Capital Funds, Bain Capital Markets, LLC’s interests may conflict with the interests of investors inasmuch as Bain Capital Markets, LLC has an incentive to sell these limited partnership interests, as investments in a Fund generate fees for Bain Capital. This incentive may conflict with the interests of investors. Additional placement agents may also be engaged with respect to the Clients.

Conflicts Relating to BCAM and Certain Affiliate Advisers The Affiliate Advisers have existing and potential advisory and other relationships

with a significant number of portfolio companies and other clients, and have in the past and may in the future provide financing, services, advice or otherwise deal with third parties whose interests conflict with the interests of a company (or a company directly or indirectly held by a fund) in which a Client has invested, such as competitors, suppliers or customers of a company in which a Client has invested. On occasion, an Affiliate Adviser may recommend or cause such a third party to take actions that are adverse to a Client or companies in which it has invested. BCAM and the other Affiliate Advisers have in the past and may in the future also engage and retain advisers, consultants and similar professionals who are not employees or affiliates of such Affiliate Adviser (notwithstanding that such professionals may be exclusive to such Adviser) and who may, from time to time, receive payments from such Affiliate Adviser or receive payments from or allocations of investment opportunities with respect to, entities, which may include entities in which the Related Funds have interests. These fees will not be shared by the Related Funds or the limited partners of the Related Funds.

Valuations The Clients’ investments are valued at estimated fair value as determined in good faith by the General Partners. The exercise of discretion in valuation by the General Partners may give rise to conflicts of interest. Furthermore, the valuation of investments may affect the ability of the Adviser to raise other funds, creating an incentive to determine valuations that are higher than the actual fair value of the investments. In addition, the Adviser may or may not value the investments differently than how the same or similar investments are valued by the general partners of the other Related Funds.

Conflicts Relating to the Purchase and Sale of Investments The general partners and personnel of BCAM and its affiliates and certain related persons may invest in the securities in which the Clients invest. Certain prohibitions and procedures regarding personal trading described in Item 11 below were designed to address the inherent conflicts of interest of such investments. Related Funds, including Clients, will invest in assets eligible for purchase by a Client. The investment policies, fee arrangements, investments owned by personnel of BCAM or the other Affiliate Advisers and other circumstances of the Client, may vary from those with respect to other Related Funds. These relationships may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Client. BCAM or one or more members of its professional staff may manage multiple clients, including various Clients. Most of the personnel responsible for managing a Client will have responsibilities with respect to these other clients. Conflicts of interest may arise in allocating time, services, or functions of these personnel.

BCAM also reserves the right to make independent decisions regarding recommendations about when any particular Partner Investments Client should purchase and sell investments, and the other Affiliate Advisers reserve similar rights with respect to the Related Funds that they advise. As a result, a Partner Investments Client may be purchasing an investment at a time when another Client is selling the same or a similar investment, or vice versa. A Partner Investments Client may invest in opportunities that another Related Fund has declined, and likewise, such Partner Investments Client may decline to invest in opportunities in which another Related Fund has invested. Conflicts also arise when a Client makes investments in conjunction with an investment being made by another Related Fund, including another Client, or in a transaction in which another Related Fund, including another Client, has already made an investment. In addition, the Coinvest Clients make investments in the Related Funds and alongside the Related Funds in transactions in which such Related Funds are making investments. Investment opportunities have in the past and may in the future be appropriate for a Client and another Related Fund at the same, different, or overlapping levels of an investment’s capital structure. In some instances, when a Client makes an investment in conjunction with an investment being made by another Related Fund, such Client will not retain the right to make independent decisions regarding recommendations about when such Client should dispose of such investments and instead will do so only at the same time that such other Related Fund determines to dispose of such investment or after such disposition. Personnel and related persons of BCAM and the other Affiliate Advisers have made or may make large capital investments in or alongside other Related Funds through the Coinvest Clients, and therefore may have additional conflicting interests in connection with joint investments. Implementation of certain of the investments strategies of the Clients may be dependent, in whole or in part, on information obtained by BCAM from other Affiliate Advisers. Such Affiliate Advisers are not obligated to provide such information to BCAM and may decide not to provide such information to BCAM at any time. There is no assurance that BCAM will receive such information now or in the future. There can be no assurance that the return on a Client’s investments will not be less than the returns obtained by other Related Funds participating in the transaction. Employees and related persons of the Adviser and the other Affiliate Advisers have made or may make large capital investments in or alongside other Related Funds, and therefore will have additional conflicting interests in connection with joint investments. In addition, a conflict will arise in allocating an investment opportunity if the potential investment target could be acquired by another Client or a Related Fund or a portfolio company of another Client or a Related Fund. From time to time, an Affiliate Adviser will come into possession of material, nonpublic information, and such information will limit the ability of a Client to buy and sell investments. Although Bain Capital currently maintains “ethical walls” which

reduce the likelihood that one Affiliate Adviser will be deemed to possess material, non-public information possessed by other Affiliate Advisers, there is no guarantee that Bain Capital will maintain “ethical walls” for the life of a Client. Furthermore, BCAM and the other Affiliate Advisers may agree from time to time to “cross” ethical walls, and Bain Capital will from time to time impose restrictions on transactions involving particular issuers in its sole discretion taking into account all factors it deems relevant in the collective interest of BCAM and the other Affiliate Advisers. In such cases, a Client and the other Related Funds could be restricted in transactions involving a particular issuer. Consequently, the possession of material, non-public information by other Affiliate Advisers will limit the ability of a Client to buy and sell investments. In addition, BCAM may be restricted from using confidential information that it, or another Affiliate Adviser, has for the benefit of a Client. Partner Investment Clients may be limited or restricted in their investment options due to restrictions or conflicts of interest under Bain Capital’s policies (including but not limited to the Code of Ethics policies discussed in Item 11 below) or with commercial business units of Bain Capital, including the interests of the Related Funds.

Allocation of Investment Opportunities Among the Clients and other Related Funds In connection with its investment activities, BCAM and its Affiliate Advisers will encounter situations in which they must determine how to allocate investment opportunities among various clients and other persons, including the Clients and the other Related Funds. BCAM has adopted written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. The other Related Funds are generally subject to investment allocation requirements set forth in the instruments under which such Related Fund was established (such as a Related Fund’s governing documents or private placement memorandum), or in side letters. Investments sourced by an Affiliate Adviser that are appropriate for Related Funds advised by such Affiliate Adviser will first be made available to such Related Funds (and the Coinvest Clients, if applicable) and will generally not be offered to the Clients (other than the Coinvest Clients, if applicable) and, if offered, will only be that portion that such Related Fund determines not to take. Additionally, investments sourced by BCAM are obligated, per the Code of Ethics of each Affiliate Adviser, if appropriate, to be first made available to the Related Funds advised by the Affiliate Advisers. From time to time, BCAM and the other Affiliate Advisers may determine to refer certain investment opportunities to the Allocation Committee for review and resolution, particularly in situations where BCAM and the other Affiliate Advisers are unable to resolve conflicts in the allocation of investment opportunities among the Partner Investments Clients, other Related Funds and/or third parties co-investing with Partner Investments Clients. Similarly, the Allocation Committee may in its sole discretion determine to review and make determinations regarding certain

allocations of investment opportunities.

Allocation of Investment Opportunities Among the Clients Clients are generally subject to investment allocation guidelines (collectively, “Investment Allocation Guidelines”). Investment Allocation Guidelines are set forth in policies developed by BCAM. The Investment Allocation Guidelines are implemented by BCAM in its discretion, and opportunities for investments will be allocated between the Clients in a manner that BCAM believes in its sole discretion to be appropriate given factors it believes to be relevant, which may include, but are not necessarily limited to the following:

Each Client’s and other Related Fund’s investment objectives and investment focus;

Each related Funds’ expected life cycle;

Prospective portfolio company’s geography, nature of its business and scale;

Transaction sourcing (and with respect to an investment opportunity originated by a third-party, the relationship of a Related Fund to such third-party);

Each Client’s and other Related Fund’s liquidity and reserves (including whether a Related Fund is able to commit to invest all capital required to consummate a particular investment opportunity);

Each Client’s and other Related Fund’s diversification (including the actual, relative or potential exposure of a Related Fund to the type of investment opportunity in terms of its existing portfolio);

Lender covenants and other limitations;

Amount of capital available for investment by the applicable Client and other Related Fund, as well as each Fund’s and other Related Fund’s projected future capacity for investment;

Each Client’s targeted rate of return and hold period;

Any “ramp-up” period of a newly established Related Fund;

The size, liquidity and anticipated duration of the prospective portfolio company;

Stage of development of the prospective portfolio company or other investment and anticipated holding period of the prospective portfolio company;

Stage of the investment process of the Client and other Related Funds (i.e., whether the relevant entities are in their “ramp-up period”);

Appropriate leverage levels for the prospective portfolio company;

Composition of each Client’s and other Related Fund’s portfolio and each Related Fund’s investment concentration parameters (including, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metric);

The suitability as a follow-on investment for a current portfolio company of a Client;

The potential availability of future follow-on investments in such prospective portfolio company;

The availability of other suitable investments for each Client;

Risk considerations;

The centrality of an investment to a Related Fund’s strategy;

Cash flow considerations;

Asset class restrictions;

Industry and other allocation targets;

Minimum and maximum investment size requirements;

Tax and accounting implications;

Whether an investment opportunity requires additional consents or authorizations from a Related Fund, investors or third parties;

Legal, contractual or regulatory constraints; and

Any other relevant limitations imposed by or conditions set forth in the applicable offering documents and limited partnership agreements (or analogous organizational documents) of each Client and other Related Fund.

The factors above are not listed in order of importance or priority and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Coinvest Clients that invest alongside Related Funds are offered investment opportunities in accordance with the provisions set forth in such Related Fund’s governing documents. Coinvest Clients that invest in Related Funds are generally not offered investment opportunities other than an investment in such Related Fund or other Related Funds. The foregoing methodology for allocation of investment opportunities will likely vary over time and will be on a case-by-case basis. Investment opportunities may be offered to one or several Clients and not others based on the Investment Allocation Guidelines.

The other Related Funds, parallel funds, any entities or accounts organized to make co-investments with the Clients in selected transactions because of their size or nature, the General Partners of the Clients, as applicable, and personnel of the Adviser and its affiliates and certain related persons may invest in the securities in which the Clients invest on the basis described in the Funds’ limited partnership agreements (or analogous documents). Related Funds, including Clients, may invest in assets eligible for purchase by a Client. The investment policies, fee arrangements, investments owned by personnel of the Adviser or the other Affiliate Advisers and other circumstances of the Clients, may vary from those with respect to other Related Funds. These relationships may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Client. The appropriate allocation among the Clients of expenses incurred in the course of evaluating and making investments often will not be clear, especially where more than one Partner Investments Client participates. When BCAM incurs expenses that were related to more than one Client, they will typically allocate such expenses among the limited partners of the Clients eligible to reimburse expenses of the applicable nature based on an expense ratio related to the assets under management of such limited partners of the Funds. Expenses associated with a Boylston Fund or Clarendon Fund will be borne by investors in that Boylston Fund or Clarendon Fund. Expenses allocated to the Clients, such as travel and legal diligence, have in the past and may in the future be borne by Clients at the discretion of Bain Capital. When BCAM and the other Affiliate Advisers incur expenses that were related to more than one Related Fund, they will typically allocate such expenses among all Related Funds eligible to reimburse expenses of the applicable nature. In general, each relevant Affiliate Adviser will participate in the resolution of all such matters using its best judgment, considering all factors it deems relevant, but in its sole discretion. Investments sourced and evaluated by an Affiliate Adviser that are deemed inappropriate and rejected for investment by the applicable Clients have in the past and may in the future be offered to the Affiliate Advisers for investment by the other Related Funds or for Bain Capital personnel. The other Related Funds or Bain Capital personnel will, for some investments, benefit from the evaluation and due diligence undertaken by an Adviser on behalf of the applicable Clients. In such circumstances, the Related Funds and/or Bain Capital personnel that have invested will be allocated the expenses, as determined in good faith by the applicable general partner of a Client, as applicable, incurred by an Adviser and/or the applicable Clients as they relate to such investment. It is possible that Related Funds and/or Affiliate Advisers may benefit from research materials initially procured in the course of evaluating potential investments on behalf of the Clients without agreeing to share expenses with the Clients for such research materials.

Insurance Expenses BCAM may cause the Clients to purchase, or share in the expenses incurred by the Adviser or its affiliates in connection with the obtaining and maintaining of insurance policies (including, for example, cyber liability insurance policies, directors and officers insurance and crime/fidelity insurance), including insurance policies covering more than one Related Fund and the activities of Bain Capital generally, that the General Partners consider necessary or appropriate for the conduct of the business of the Clients, including key personnel insurance policies naming the Clients as beneficiaries and insurance policies covering any person individually against all claims and liabilities of every nature arising by reason of being, or holding, having held, or having agreed to hold office as, a partner, officer, member of the advisory board, employee, agent, investment advisor or manager, or independent contractor of the Clients, or being, serving, having served, or having agreed to serve at the request of the Clients as a partner, director, trustee, officer, member, employee, agent or independent contractor of another partnership, limited liability company, corporation, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by any such person in any of the foregoing capacities, including any action taken or omitted that may be determined to constitute negligence, whether or not in the case of insurance the Clients would have the power to indemnify such person against such liability. The Clients’ share (as determined by the General Partners) of fees and expenses incurred in connection with obtaining and maintaining any such insurance policy or policies, including any commissions and premiums and any expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation related to such insurance policies, will be Client expenses. Such shared insurance policies have an overall cap on coverage for all the insured parties thereunder for each policy period. To the extent insurable claims exceed such cap, the Clients may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each insured party for that policy period. Similarly, multiple insured claims may be made during a single policy period and subject to a single overall cap. To the extent insurance proceeds for one such claim are applied towards a cap and the Fund later experiences an insurable claim within the same policy period, the Clients’ receipts from such insurance policy may also be diminished.

Cross Transactions In certain cases, BCAM may cause a Client to purchase investments from another Client or Related Fund, or it may cause a Client to sell investments to another Client or a Related Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, the Client may not receive the best price otherwise possible, or BCAM might have an incentive to improve the performance of a Client by selling underperforming assets to another Client or a Related Fund in order, for example, to earn fees. Additionally, in connection with such transactions, BCAM, the other Affiliate Advisors, their affiliates and/or their professionals may (i) have significant investments, or intentions to invest, in the Client or Related Fund (including where such Client or a

Related Fund was formed exclusively for such persons) that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). BCAM, the other Affiliate Advisors and their affiliates may receive management or other fees in connection with their management of the relevant Client or a Related Fund involved in such a transaction, and generally are entitled to share in the investment profits of the relevant Client or a Related Fund. To address these conflicts of interest, in connection with effecting such transactions, BCAM may consult with its limited partner advisory board and will follow the investment allocation requirements of the relevant Client (e.g., the partnership agreements (or analogous organizational documents) of such Clients). Notwithstanding the foregoing, if the Client will participate in any such transactions on the same economic terms as one or more unaffiliated private equity firms or other third-party investors that are negotiating the price for such investment, BCAM shall not be required to consult or obtain consent from any limited partner advisory board. In addition, no consultation with, or consent from, any limited partner advisory board will be required in connection with the purchase by the Client in a pre-initial public offering placement or initial public offering of a portfolio company of the Related Fund at the same price as other participants in such offerings. BCAM will not directly or indirectly receive any commission or other transaction-based compensation for effecting any of the foregoing transactions, and BCAM will not affect any such transactions for any Client where BCAM may be deemed to own more than 25% of the Client, unless such transactions comply with the requirements of BCAM’s principal transactions policy, as described below.

Principal Transactions Section 206 (3) of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a Client (what is commonly referred to as a “principal transaction”), BCAM must make certain disclosures to the client of the terms of the proposed transaction and obtain the Client’s consent to the transaction. In connection with BCAM’s investment advice provided to Clients, BCAM and its affiliates may engage in principal transactions. BCAM has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 (3) of the Advisers Act be made to the applicable Client(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received.

Investment in a Client by Related Funds and Personnel of Affiliate Advisors Certain Related Funds and personnel of Affiliate Advisors may invest in a Client as investors. The Adviser may from time to time in its sole discretion provide another Affiliate Advisor and its personnel of any such Related Funds certain information

about a Client’s investment portfolio, although it is under no obligation to do so and has the discretion to decide not to provide any such information at any time. As a condition of receiving such information, the Affiliate Advisor must agree that it will use such information solely for the purpose of making investment recommendations to such Related Fund with respect to its exposure to certain investment sectors and geographies, and not for the purpose of making any other investment recommendations to such Related Fund or for any other purpose and it must agree not to disclose such information to any other person except to the extent required by the applicable law. Conflicts will arise to the extent the interests of such Related Funds conflict with those of a Client.

Conflicts of Interest Applicable to BCAM Insurance Clients Conflict in Selection of Investment Subadvisors for Certain BCAM Insurance Clients BCAM has authority and responsibility for the selection of certain subadvisors, which may provide investment advisory services and manage some or all of BCAM Insurance Client's investments. In connection with such selection, the BCAM Insurance Client will be dependent upon the ability of the subadvisors to develop and implement strategies that achieve the investment objective of the BCAM Insurance Client. The success of any investment selected is substantially dependent on the expertise of such subadvisor. BCAM also may have a conflict in the selection of subadvisors, including but not limited, it may be incentivized to select affiliated investment advisers. Certain Conflicts Related to Investing in Underlying Funds

Multiple Levels of Fees & Expenses Certain BCAM Insurance Clients (including the sub-advised IDFs and BCAM Insurance Company Clients) invest in private funds, other pooled investment vehicles, and other investments that are advised by BCAM and/or its Affiliated Advisers, including registered investment companies (“Underlying Fund”). In such a case, the BCAM Insurance Clients bear not only the direct management fees and other expenses associated with their investment vehicles, but also the expenses and fees associated with the investment in the Underlying Funds. A BCAM Insurance Client’s interest in any such Underlying Fund would be subject to the terms and conditions of such fund, including fees, carried interest and other incentive compensation. Such fees, carried interest and other incentive compensation will be in addition to the fees, carried interest and other incentive compensation paid by the BCAM Insurance Clients under the applicable governing documents or Advisory Agreements, if any. As a result, BCAM will have an incentive to cause BCAM Insurance Clients to invest in, or allocate additional capital to, such other Underlying Funds managed by BCAM or other Affiliate Advisers, including Underlying Funds that (a) are otherwise difficult to raise, including without limitation,

because predecessor vehicles have had poor investment performance, the strategy is new or out of favor or turnover of the investment professionals responsible for performance, or (b) have a possibility of generating higher fees or carried interest than another potential fund, product or account sponsored by BCAM or other Affiliate Advisers. Correspondingly, BCAM will have a disincentive to cause the BCAM Insurance Clients to make capital commitments to such other funds, products, or accounts that are otherwise in high demand or are expected to generate comparatively lower fees or carried interest than another potential fund, product or account sponsored by other Affiliate Advisers. The valuation of a BCAM Insurance Client’s investment in an Underlying Fund in many cases will be based on information provided by the managers of the Underlying Funds. Certain securities in which the Underlying Funds invest may not have a readily ascertainable market price and will be valued by the managers of the Underlying Funds or their administrators. In this regard, a manager may face a conflict of interest in valuing the securities, as its value will affect the manager’s compensation, both with respect to fixed asset-based fees, as well as performancebased fees and allocations. Such compensation may be based on calculations of realized and unrealized gains made by the manager without independent oversight. In addition, BCAM Insurance Clients do not control any of the managers, their choice of investments, or any other of their investment decisions. These Underlying Funds generally pursue strategies across a range of alternative asset classes, including public equity securities, fixed income securities, private equity, venture capital, foreign exchange, real assets (including public and private real estate, natural resources and commodities), other liquid and illiquid investment situations and securities (including, without limitation, direct purchases of operating company securities acquired by co-investments with alternative assets managers), and hedge funds. Investments in Underlying Funds may be speculative, leveraged, and volatile. The instruments in which Underlying Funds invest may at any given time consist of substantial amounts of securities and other financial instruments or obligations which are very thinly traded, which are restricted as to their transferability under applicable laws, or for which no market exists, and such investments may also be adversely affected by exchange regulations. The sale of any such investments may be possible only at substantial discounts. Furthermore, such investments may be extremely difficult to value with any degree of certainty. BCAM, its Advisory Affiliates, or one or more BCAM Insurance Clients may also invest in one or more classes of notes of CLOs managed by Affiliate Advisers. Such investment could create an incentive for the Affiliate Adviser to cause the CLO to take, or to refrain from taking, certain actions that could be adverse to the interests of certain holders of CLO notes. Such actions may include, but are not limited to, causing, or not causing a CLO to reset, refinance or reprice, or redeem. Lastly, BCAM utilizes other Bain Capital Affiliate Advisers to sub-advise assets in which BCAM Insurance Company Clients make investments. In these

circumstances, the Bain Capital Affiliate Advisers could be entitled to subadvisory fees from, and expense reimbursements by, the BCAM Insurance Company Client. These fees and expenses owed would be in addition to any fees and expenses charged by BCAM. Accordingly, such subadvisory engagements could result in additional fees and charges to the BCAM Insurance Company Client.

Lack of Liquidity of Underlying Funds Underlying Funds generally impose liquidity restrictions and accordingly certain BCAM Insurance Clients will have significant limitations on constructing or modifying asset allocation and risk control once they have committed to the investment vehicles. Many Underlying Funds permit redemptions only on a quarterly or less frequent basis (semi-annual, annual, or longer, including not allowing any voluntary redemptions), and only if the relevant Client has delivered notice 90 days, 180 days, or longer before the applicable redemption date. Certain Underlying Funds may further restrict redemptions through the use of “lock-ups,” which delay the initial date on which certain BCAM Insurance Clients can redeem, or “gates,” which restrict the overall amount certain BCAM Insurance Clients may redeem from an Underlying Funds. Some portfolio managers may also limit redemptions with respect to “side pocket” investments, where a particular investment is classified as “illiquid” or “designated” and investors generally cannot receive their allocable share until that investment is liquidated or otherwise realized. BCAM has no control over the liquidity of Underlying Funds and depends on the portfolio managers to provide appropriate valuations as well as liquidity in order to process investor redemptions. In some cases, BCAM allocates assets to Underlying investments that later impose liquidity constraints making it impossible to terminate them as BCAM desires. Investors must recognize that under certain circumstances, restrictions on liquidity that portfolio managers impose may materially restrict or delay investor redemption rights. An inability to redeem from an Underlying Fund may expose certain BCAM Insurance Clients to losses they could have otherwise avoided if they had been able to redeem from that Underlying Fund. An inability to redeem from an Underlying Fund may also cause certain BCAM Insurance Clients to become unbalanced because they may be forced to obtain liquidity from more liquid investments.

Other Risks Related to Investing in Underlying Funds BCAM Insurance Clients generally will not have the right to participate in the investment objectives and strategies, day-to-day management, control, or operations of the Underlying Funds, nor will they generally have the right to remove or otherwise control the managers of such Underlying Funds. Certain BCAM Insurance Clients will not necessarily have the opportunity to evaluate the relevant economic, financial and other information which will be utilized by the Underlying Funds in their selection, structuring, monitoring and disposition of investments.

Certain BCAM Insurance Clients often will not be given complete or real-time access to information regarding actual investments made by the Underlying Funds, as such information may be considered proprietary. When such information is provided, it could be incomplete and/or out-of-date. As a result, BCAM may not be able to determine with complete accuracy the diversification of certain BCAM Insurance Clients’ portfolios. BCAM’s Affiliate Advisers will be compensated, in whole or in part, based on the appreciation in value (including unrealized appreciation) of the account during specific measuring periods. Such performance fee arrangements may create an incentive for such the Affiliate Advisers and/or third-party mangers to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements.

Other Potential Conflicts of Interest Legal Counsel The Clients and the other Related Funds will generally engage common legal counsel and other advisors to represent all of the Related Funds in a particular transaction, including a transaction in which the Related Funds have conflicting interests because they are investing in different securities of a single portfolio company. In the event of a significant dispute or divergence of interest between one or more Related Funds, such as in a work-out or other distressed situation, separate representation may become desirable, in which case BCAM and the other Affiliate Advisers may hire separate counsel in their sole discretion, and in litigation and other circumstances, separate representation may be required. The law firms engaged to represent the Related Funds often are investors in certain other Related Funds and may also represent one or more portfolio companies or limited partners of the Related Funds. Additionally, BCAM and the other Related Funds and the portfolio companies of the Related Funds may engage other common service providers, including legal counsel and accountants, including a transaction where there may be conflicts of interest (e.g., cross transactions and other affiliate transactions). In such circumstances, there may be a conflict of interest between BCAM, on the one hand, and the Related Funds, on the other hand, in determining whether to engage such service providers, including the possibility that BCAM may favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees or other beneficial arrangements, that it would not receive absent the engagement of such service provider by the Related Funds and/or the portfolio companies.

Procurement There may be situations in which is the Advisers are in a position of facilitating or otherwise making available portfolio company services or other third-party group purchase arrangements (each such service or arrangement, a “Transaction

Opportunity”) and, as a result, certain portfolio companies of a Client may be counterparties or participants in agreements, transactions or other arrangements with third parties or the portfolio companies of the other Related Funds. Transaction Opportunities may involve favorable procurement terms, including fees, servicing payments, rebates, discounts, or other financial benefits. An Adviser could be eligible to receive favorable terms for its procurement due in part to the involvement of its portfolio companies or such third parties in such Transaction Opportunities, and any discounted amounts will not be subject to offsets against the management fee or otherwise shared with the Relevant Fund. In recommending a Transaction Opportunity, an Adviser has a conflict of interest in maintaining the goodwill between it and the relevant portfolio company or third party and facilitating or otherwise making available Transaction Opportunities of one portfolio company or third party, even though the Transaction Opportunity may not necessarily be the best available for other portfolio companies or third parties. The benefits received by a portfolio company or third party providing a Transaction Opportunity may be greater than those received by another portfolio company receiving such Transaction Opportunity.

Diverse Investor Base of Clients and the other Related Funds A Boylston Fund, Clarendon Fund, Coinvest Client and the other Related Funds have tax-exempt, taxable, non-U.S. and other investors, whereas most members of the general partners and other Related Funds are taxable at individual U.S. rates, which may give rise to various conflicts of interest. In particular, potential conflicts with respect to the nature or structuring of investments (including t as to the use of Alternative Investment Vehicles and intermediate corporate entities), may exist among the interests of taxable and tax-exempt investors, and/or among the interests of U.S. and non-U.S. investors For these reasons, among others, decisions have in the past and may in the future be more beneficial for one investor than for another investor, particularly with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Related Fund, BCAM and the Affiliate Advisers will consider the investment and tax objectives of the applicable Related Fund, not the investment, tax, and other objectives of any investor individually. Conflicts of interest between the investors and the Adviser may also arise in connection with decisions made by the Adviser, including with respect to the structuring or disposition of investments and the reporting thereof or withholding with respect thereto.

Access to Information Due in part to the fact that potential investors in a Boylston Fund, Clarendon Fund or Coinvest Client (including purchasers of a limited partner’s interests in a secondary transaction) or a co-investment opportunity may ask different questions and request different information, BCAM will provide certain information upon request to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Additionally, an Adviser may establish

separate accounts with portfolios significantly similar to those of the Underlying Funds.

Conflicts Related to Plan Assets One or more of the Clients and one or more other Related Funds may hold “plan assets” subject to ERISA. With respect to those plan assets, if any, Bain Capital and certain affiliates may be classified as “fiduciaries” under ERISA. ERISA imposes certain general and specific responsibilities and restrictions on fiduciaries with respect to plan assets. As a result, a Client will be restricted from entering into certain transactions if the investment would violate ERISA with respect to a Client or any other Related Fund or will be obligated to take certain actions or refrain from taking certain actions in order to avoid a violation of ERISA with respect to such Client or other Related Fund.

Material, Non-Public Information: Trading Restrictions From time to time, the Adviser or another Affiliate Adviser will come into possession of material, non-public information, and such information may limit the ability of the Funds to buy and sell investments. Although the Adviser and the Affiliate Advisers currently maintain “ethical walls” which reduce the likelihood that the Adviser will be deemed to possess material, non-public information possessed by other Affiliate Advisers, there is no guarantee that the Adviser and the Affiliate Advisers will maintain “ethical walls” for the life of a Client, such as circumstances where the members of the Adviser’s advisory boards or similar committees are also personnel of other Affiliate Advisers. The risk that an Adviser or another Affiliate Adviser will come into possession of material, non-public information is increased due to the substantial participation by the personnel of the Adviser and certain Affiliate Advisers on the boards of directors of publicly held companies. Furthermore, the Adviser and the other Affiliate Advisers will agree from time to time to “cross” ethical walls, and Bain Capital will from time to time impose restrictions on transactions involving particular issuers in its discretion taking into account all factors it deems relevant in the collective interest of the Adviser and the other Affiliate Advisers. In such cases, a Client and the other Related Funds could be restricted indefinitely in transactions involving a particular issuer. Consequently, the possession of material, non-public information by other Affiliate Advisers will at times limit the ability of a Client to buy and sell investments. In addition, the Adviser will from time to time be restricted by contract from using confidential information that it, or another Affiliate Adviser, has for the benefit of a Client. Additionally, in rare instances, an investor may receive material non-public information that may limit such investor’s trading activities. Different conflicts may exist with respect to investments in different Clients. Please contact the Bain Capital compliance department with any additional questions or concerns.

Personnel must report every account that they or their immediate family member use for trading securities covered by the policy and, if they directly or indirectly influence or control trading in the account, they must generally preclear covered securities transactions and have copies of trade confirmations and periodic account statements sent by their broker to the compliance department. Controlled trading by personnel and their immediate family/household members is prohibited in a wide range of securities that appear on restricted lists and confidential watch lists and additional steps are taken to ensure that personnel and their immediate family/household members are not permitted to trade for their personal account in securities selected for the Related Funds and to ensure personnel do not engage in “front-running” of the Related Funds’ investment opportunities. Personnel are required to promptly report any violation of the Code of Ethics policy of which they become aware. Personnel are required to annually certify compliance with the Code of Ethics policy. A detailed summary of the Code of Ethics is available to Clients, prospective clients, limited partners and prospective limited partners during the investment due diligence process. A copy may be obtained by contacting the BCAM compliance department. Related Person Investment For further detail regarding circumstances in which BCAM or a related person (a) recommends to clients, or buys or sells for client accounts, securities in which BCAM or a related person has a material financial interest, (b) invests in the same securities that BCAM or a related person recommends to clients, or (c) recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that BCAM or a related person buys or sells the same securities for BCAM’s own (or the related person’s own) account, as well as related conflicts of interest, please see Code of Ethics above. In addition, BCAM’s personnel may buy securities in transactions offered to but

rejected by the Related Funds. Such transactions are subject to the policies and procedures set forth in BCAM’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Related Funds. If BCAM personnel have made large capital investments in or alongside the Related Funds, they may have conflicting interests with respect to these investments. For further details regarding these arrangements, as well as related conflicts of interest, please see Item 10 above.

In placing each transaction for a Client involving a broker-dealer, BCAM will seek “best execution” of the transaction. “Best execution” means obtaining for a Client account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, BCAM takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including without limitation, pricing terms offered by the broker-dealer, the ability of the brokerdealer to deliver prompt and reliable execution, the size and type of the transactions, the nature and character of the market for the securities, operational efficiency with which transactions are effected, the broker- dealer firm’s financial stability, confidentiality, back office stability, trading desk capacities, referrals, custody, settlement, familiarity with derivative securities strategies and the overall value and quality of the services offered by the broker-dealer firm. BCAM also retains sub-advisors (including Affiliated Advisors) with trading capabilities and will rely on these sub-advisors to seek best execution. To the extent they aggregate orders for purchase and sale, BCAM will aggregate such orders as it deems appropriate and in accordance with each Client’s documents and in the best interest of each Client.

Investors in the Coinvest Clients receive regular reporting updates through quarterly reports and other materials. BCAM and the applicable general partner, if any, may from time to time, in their sole discretion, provide additional information upon request relating to such Boylston Client to one or more BCAM investors as they deem appropriate. BCAM Insurance Company Clients will generally negotiate reporting requirements specific to their account. In the event of individually negotiated terms for BCAM Insurance Company Clients, BCAM will provide the reporting mutually agreed to by the parties as evidenced in their Advisory Agreement. Reporting for subadvised vehicles will be done pursuant to the specific subadvisory agreements in place.

In accordance with SEC guidance, with respect to certain investments in privately offered securities, a specified custodian may hold only documentation relating to or referencing such investments but not the actual investment itself, and/or investments of a client may not be registered in the name of the custodian. Consequently, the custodian may not have control over the disposition of such investments, or the ability to direct delivery of sale proceeds or other distributions from such investments to the custodian. Further, for such investments, the custodian may not have the ability to validate or reconcile ownership of the investment with any third party, including the issuer.

The governing documents of the Coinvest Clients and/or Related Funds restrict Coinvest Clients to investing on a formulaic basis in or alongside the Related Funds. In particular, when a Coinvest Client coinvests with a Related Fund that is a private equity or venture capital fund, the governing documents of the general partner of the Coinvest Client require such general partner to comply with any agreement with respect to voting or disposing of such coinvestment made by the general partner of the Related Fund. The general partner of the Clarendon Fund will make investment decisions with respect to such investment after such investment is made. Any restrictions on investments in certain types of securities are, for the Boylston Funds, established by the general partner of the applicable Boylston Fund, and are set forth in the documentation received by each limited partner prior to investment in such Boylston Fund.

In particular, when a Coinvest Client coinvests with a Related Fund that is a private equity or venture capital fund, the governing documents of the general partner of the Coinvest Client require such general partner to comply with any agreement with respect to voting for such coinvestment made by the general partner of the Related Fund. As applicable, BCAM intends to vote proxies or similar corporate actions in accordance with the best interests of the applicable BCAM Insurance Client, taking into account such factors as it deems relevant in its sole discretion. Upon receipt of a proxy request, BCAM will contact the appropriate investment professional responsible for the issuer. The senior investment professional reviews the information, determines what is in the best interests of the BCAM Insurance Client and ensures the vote is completed in a timely manner. BCAM’s proxy voting policy is designed to ensure that if a material conflict of interest is identified in connection with a particular proxy vote, that the vote is not improperly influenced by the conflict. Conflicts of interest will arise from time to time in relation to proxy voting requirements. BCAM shall monitor all proxies for any potential conflicts of interest. If a material conflict of interest arises, BCAM will determine what is in the best interests of the relevant BCAM Insurance Client and will seek to take appropriate steps to eliminate any such conflict. A summary of BCAM’s proxy voting policies and procedures is available to BCAM Insurance Clients, prospective clients during the investment due diligence process, a copy of which may be obtained by BCAM’s Operations Department. A detailed summary of BCAM’s proxy voting policies and procedures is available to limited partners and prospective limited partners in the Boylston Funds, Clarendon Funds and Coinvest Clients during the investment due diligence process. A copy of the proxy voting policies and procedures may be obtained by contacting BCAM’s compliance department. Existing clients may obtain copies of relevant proxy logs, identifying how proxies were voted in connection with a BCAM Insurance Client, Boylston Fund, Clarendon Fund or Coinvest Client, and copies of proxy voting policies and procedures upon written request to: Bain Capital Asset Management, LP, 200 Clarendon Street, Boston, MA 02116. Attn: Compliance Department.

Item 18. Financial Information