NSFF NOFO.pdf

OFFICE OF STRATEGIC CAPITAL

Notice of Funding Opportunity

1. BASIC INFORMATION

2. ELIGIBILITY

3. PROGRAM DESCRIPTION

A. Purpose of the NSFF Program

B. NSFF Funding Priorities

C. Funding Restrictions

4. FEDERAL FUNDING INFORMATION

A. Funding Instrument

B. Funding Availability

C. Terms and Conditions

5. PROPOSAL CONTENT AND INSTRUCTIONS

A. General Firm/Fund Information and Eligibility

B. Investment Strategy and Advancement of OSC Priorities

C. Other Information

D. Revisions to Summary of Terms and Conditions—NSFF Program Credit Facility

6. OSC Evaluation of Proposals and Due Diligence

A. Initial Screening

B. Proposal Evaluation

C. Due Diligence

7. Federal Funding Administration Information

A. Third-Party Expenses and Fees

B. Funding Availability and Limitation of Liability

C. Reporting

D. Additional Information

E. Privacy Advisory

Office of Strategic Capital Contact Information

1. BASIC INFORMATION

Federal Agency Name: Office of Strategic Capital (“OSC”), U.S. Department of War

Federal Funding Opportunity Title: National Security Fund Finance (“NSFF”) Program

Announcement Type: Notice of Funding Opportunity

Date: August 19, 2026

Funding Details: Funding is available for program credit facilities for one or more professionally managed debt investment fund managers (“Firms”). Firms may request funding of the lesser of

(a) [$500,000,000 - $1,000,000,000]1 and (b) [125%] of the Total Fund Equity Capitalization, as defined in Attachment I. Firms requesting funding greater than [$500,000,000 - $1,000,000,000] or [125%] of the Total Fund Equity Capitalization, as applicable, and Firms requesting funding less than [$500,000,000], will not be evaluated and will be removed from consideration. OSC reserves the right to limit awards to [$500,000,000 - $1,000,000,000]. Any award made pursuant to this opportunity will be no less than [$500,000,000], and no greater than the total funding requested in the proposal (up to a maximum of [500,000,000 - $1,000,000,000]).

Key Dates: Complete proposals must be submitted to OSDRE- NationalSecurityFundFinanceSubmissions@groups.mail.mil by 5:00 p.m. EDT on November 1st, 2026. OSC intends to evaluate proposals and select parties for further due diligence and negotiation by January 10th, 2027. Conditional commitments are expected to be made on or before March 10th, 2027. A conditional commitment is not an authorization to begin performance.

Performance is subject to finalization of the terms and conditions of an executed credit facility agreement and related documentation. OSC reserves the right to make one or more award(s) at an escalated timeline and may have dialogue with applicants during the period between proposal submission and the finalization of award decisions, and OSC reserves the right to extend any deadline(s). All proposals must state that they remain valid through March 10th, 2027, unless withdrawn in writing by the Firm submitting the proposal.

Executive Summary: OSC is issuing this Notice of Funding Opportunity (“NOFO”) to attract and scale private capital to minerals and materials critical to the national security of the United States.

The NSFF Program is a fund-level financing solution to increase private capital investment in gaps, shortages, and vulnerabilities in the supply of critical minerals and materials, as that term is used in 10 U.S.C. § 149(h)(2)(HH), and associated technologies, supply chains, and production processes, vital to U.S. national security (hereinafter, “Critical Minerals and Materials Supply Chains”). The NSFF Program provides loans to qualified investment fund managers, which combine OSC loans with private capital to invest in portfolio companies focused on solving U.S.

national security shortages, gaps, and vulnerabilities with respect to Critical Minerals and Materials Supply Chains. By providing credit to qualified asset managers, the NSFF Program acts

1 NTD: Department of War reserves the right to increase this figure in the future.

as a force multiplier to increase and accelerate investment into Department of War (“DoW”) priorities.

OSC will select one or more eligible Firms for the award of a credit facility containing the terms and conditions set forth in Attachment I, Summary of Terms and Conditions, subject to any modifications contemplated in paragraph 4.C. below. No credit facility may exceed the lesser of

(a) 125% of the Total Fund Equity Capitalization, as defined in Attachment I, or (b) [$500,000,000

- $1,000,000,000].

Agency Contact Information: Requests for further information should be directed to: OSDRE- NationalSecurityFundFinanceSubmissions@groups.mail.mil

2. ELIGIBILITY

OSC will consider proposals from professional managers of debt investment funds, which professional managers and their applicable managed funds are duly formed under the laws of one of the States in the United States and that possess all authorizations, permits, licenses and certifications required by Federal and state laws and regulations to conduct the management and investment activities identified in this Notice.

Firms submitting proposals in response to this NOFO shall be judged according to criteria which include:

Significant leadership, employees, and operations located in the United States;

Significant assets currently under management;

Significant years of operating history;

High quality financial reporting capabilities;

Adherence to industry cyber standards;

Proven experience managing investments in firms or industries involving Critical Minerals and Materials Supply Chains; and

Possession of all relevant accreditations or certifications, including, but not limited to, Registration as an Investment Adviser with the U.S. Securities and Exchange Commission (SEC) pursuant to the Investment Advisers Act of 1940.

OSC reserves the right to waive or increase any of the above eligibility criteria in its sole discretion, including if an otherwise ineligible Firm demonstrates exceptional alignment with NOFO objectives and requirements.

Any Firm that is a “Restricted Entity” as defined in Attachment I, Schedule IV is ineligible for award.

3. PROGRAM DESCRIPTION

A. Purpose of the NSFF Program

OSC’s mission is to attract and scale private capital to technologies critical to the national and economic security of the United States. DoW will utilize financial tools available to OSC to attract and scale the private capital needed to commercialize and scale critical technologies that enhance the United States’ broader national security and economic interests. OSC is authorized to provide loan funding to eligible projects in select covered technology categories, one of which is critical minerals and materials as used in 10 U.S.C. § 149(h)(2)(HH). OSC aims to build on successful examples of administering efficient, cost-effective financial tools to advance national security priorities. By aligning government and private sector incentives around investments vital to national security and economic interests, DoW aims to use the power of the market and economic competition to attract the capital required for critical national security investment.

B. NSFF Funding Priorities

The NSFF Program is a fund-level financing solution to increase private capital investment in Critical Minerals and Materials Supply Chains. The NSFF Program provides loans to qualified investment fund managers, who combine OSC loans with private capital to invest in portfolio companies focused on Critical Minerals and Materials Supply Chains.

C. Funding Restrictions

Draws under a Credit Facility may only be used for the origination of Eligible Assets in compliance with the Investment Restrictions. The terms below reflect the requirements and definitions set forth in Attachment I.

“Eligible Assets” shall consist of any of the below loans that satisfy the Eligibility Criteria as outlined in Attachment I, Schedule III:

“First Lien Loan” means (x) all or a portion of a first lien cash pay senior secured loan which is not subordinated (payment or lien) to any other debt (other than lien subordination with respect to customary revolvers or working capital facilities and last-out payment priority with respect to first lien unitranche facilities) and (y) all right, title and interest in all loan documents with respect thereto.

“Second Lien Loan” means (x) all or a portion of a cash pay senior secured loan which is only lien (and not payment) subordinated to first lien debt, and (y) all right, title and interest in all loan documents with respect thereto.

“Eligible Portfolio Company” means any entity that is an issuer of (or is otherwise a counterparty to) any Eligible Asset.

“Invested Capital” means the aggregate amount of total capital contributions from Partners plus amounts drawn under the Credit Facility plus net positive returns from the Portfolio Investments that are used to finance Portfolio Investments.

“Investment Restrictions” means the parameters set forth below, all of which must be satisfied:

Critical Minerals and Materials Supply Chains: 100% of advances under the Credit Facility must be invested in Eligible Assets with Eligible Portfolio Companies and solve/address gaps, shortages, and vulnerabilities regarding Critical Minerals and Materials Supply Chains that are important to U.S. national security, as determined at the discretion of OSC.

Non-Solely Defense Applications: 100% of advances under the Credit Facility must be invested in Eligible Assets with Eligible Portfolio Companies for a technology that does not solely have defense applications.

Non-Federal Funding Requirement: 100% of advances under the Credit Facility must be invested in Eligible Assets with Eligible Portfolio Companies in an industrial or commercial sector that has, in the opinion of the Administrative Agent identified in Attachment I, not been solely or predominantly capitalized by the federal government.

Concentration Limit: No investment in a Portfolio Company Group may account for more than: [8.5% - 10.0%] of Total Capitalization.

Equity Investments: No amount of Total Capitalization may be invested in equity investments, provided that equity interests may be received and retained in connection with a work-out or restructuring of an Eligible Asset.

Restricted Entities: Credit Parties shall not make or hold any investments in any Portfolio Company that is a Restricted Entity as defined in Attachment I, Schedule IV, or that has Affiliates that are Restricted Entities.

“Portfolio Company Group” means, collectively, an entity that issues (or is otherwise a counterparty to) any Portfolio Investment and, with respect to any debt Portfolio Investment, such entity’s direct parent, subsidiaries and each obligor of such Portfolio Investment.

“Total Capitalization” means, as of any date of determination, the sum of Total Fund Equity Capitalization, as of such date plus amounts available under, and drawn under, the Credit Facility as of such date.

Draws may not be used for any other purpose, including distributions or other payments to partners, including general partners, of the awardee.

4. FEDERAL FUNDING INFORMATION

A. Funding Instrument

A multi draw term loan facility provided for the purpose of providing credit to the Firm and its related Credit Parties to make investments in shortage areas and vulnerabilities in Critical Minerals and Materials Supply Chains that are important to U.S. national security, as more particularly set forth in Attachment I.

B. Funding Availability

Up to [$500,000,000 - 1,000,000,000] is available for each of one or more professionally managed debt investment funds.

C. Terms and Conditions

The credit facilities awarded pursuant to this NOFO will reflect the terms and conditions set forth in Attachment I, Summary of Terms and Conditions. Firms may, but are not required to, propose alternative language to one or more provisions in Attachment I. OSC will evaluate Firms favorably to the extent that Firms accept Attachment I as written. By submission of a proposal, the Firm accepts all portions of Attachment I except for those specific portions the Firm takes exception to in its proposal. Any proposed alternative language shall be accompanied by an explanation why the proposed language will materially advance the interests of OSC and the NSFF Program.

Acceptance by OSC of any proposed alternative language may be subject to additional diligence requests and further dialogue with applicants.

5. PROPOSAL CONTENT AND INSTRUCTIONS

Complete proposals must be submitted to OSDRE- NationalSecurityFundFinanceSubmissions@groups.mail.mil by 5:00 p.m. EDT on the deadline outlined in Key Dates, above. A complete proposal consists of the following four (4) volumes:

Volume I – General Firm/Fund Information and Eligibility, including completed Attachments II, III, IV, and a completed Standard Form 328 (See Section 5.A)

Volume II – Investment Strategy and Advancement of OSC Priorities (See Section 5.B)

Volume III – Other Information, including completed Attachment V (See Section 5.C)

Volume IV – Revisions to Summary of Terms and Conditions—NSFF Program Credit Facility

All Firms submitting proposals are required to (1) be registered in the System for Award Management (SAM) before submitting a proposal, (2) provide a valid Unique Entity Identifier (UEI), and (3) continue to maintain an active SAM registration with current information at all times during which the registered entity has an active federal award or a proposal/application under consideration by OSC in accordance with the requirements at 2 C.F.R. Part 25. For entities not currently registered with SAM, please be advised to allow two (2) to three (3) weeks to complete the registration process required to submit proposals or apply for funding opportunities. First-time entities applying for federal funding must register at SAM.gov.

Any misrepresentation made by a Firm in any aspect of the Firm’s proposal will render the Firm ineligible for award. A misrepresentation in a proposal may also subject the Firm submitting the proposal to a variety of other criminal, civil, and administrative remedies and penalties.

OSC recognizes the importance of protecting proprietary or otherwise confidential business information. OSC and the Department will follow applicable laws, including, for example, the Trade Secrets Act, and the Freedom of Information Act (“FOIA”), as well as the DoW Controlled Unclassified Information (“CUI”) policy to protect such information. A Firm should clearly mark those pages of its proposals that the Firm believes are exempt from disclosure under FOIA. In the absence of such marking, OSC will assume that all information submitted is not exempt from disclosure. Any requests for information covered by a confidentiality claim will be disclosed by OSC in accordance with the procedures set forth under 32 C.F.R. Subchapter N, or as otherwise required by law or order of court with appropriate jurisdiction.

Firms are advised that employees of commercial firms under support contract(s) to the Government may be used to process proposals or perform other administrative duties requiring access to Firm’s proprietary information, if applicable. These support contracts include nondisclosure agreements prohibiting their contractor employees from disclosing any information received in the course of their work for OSC or using such information for any purpose other than that work.

A. General Firm/Fund Information and Eligibility

Volume I shall provide (1) a completed Cover Sheet set forth in Attachment II, (2) a completed Standard Form 328, Certificate Pertaining to Foreign Interests, (3) a completed Attachment II, (4) a completed Attachment III, (5) a completed Attachment IV, and (6) the following general information regarding the Firm and the Firm’s fund(s). Volume I shall establish that the Firm satisfies the eligibility criteria set forth in Section 2, above.

Firm: General Information

A1. Provide a brief overview of the Firm, including information on the founding, subsequent history and information on any predecessor firm and/or parent firm.

A2. Describe any plans to change or expand the Firm (e.g., entering/exiting business lines or office locations) over the next five years.

A3. Provide an overview (including chart) of the ownership structure of the Firm, including all direct and indirect owners of any ownership percentage, the Firm’s relevant investment advisors and any parent organization. Include details on the timing and rationale for each significant ownership change. State any limitations on the ability of the Firm principals to assign their interests in the General Partner. Include percentage ownership for each direct and indirect owner, ownership vesting schedules and any changes in ownership over the last five years for both the General Partner and the Management Company.

A4. Detail how the Firm protects sensitive, proprietary, and confidential information regarding its investors and investments, including any physical, electronic, and operational safeguards.

A5. Provide an organizational chart showing the management/organizational structure of the Firm. Include the structure and the different departments within the Firm (e.g., Operations, IT, HR, Legal, Accounting or Finance). Only provide names of C-suite and department heads (e.g., Head of Operations). Names for all other Firm employees do not need to be provided as part of the organizational chart.

A6. Has the Firm entered any joint ventures with or sold a minority interest in the Firm to another manager? If so, describe any situation where the Firm has entered any joint ventures with or sold a minority interest in the Firm to another manager, including the structure, governance and economics of the relationship.

A7. Provide an overview of the C-suite at the Firm, including the information outlined in Attachment III.

A8. Does the Firm have any existing business lines that are unrelated to the Fund’s investment strategy?

A9. Provide a list of all investment vehicles previously managed by the Firm over the last ten years, including predecessors to the Fund, vehicles with different investment strategies than that of the Fund and separate accounts managed by the Firm.

A10. Describe the Firm’s capital raising plans over the next five years, including new funds, strategies or business lines. Provide context into any plans related to taking the Firm public or raising permanent capital.

A11. Provide information regarding indebtedness of any kind, including pledges of interest in the Firm/Management Company or any of its affiliates. If applicable, provide the schedule of such borrowings and provide details regarding the key terms and covenants contained in such agreements. Are there any personal guarantees involved? If so, by whom?

A12. Describe any situation in the last five years where the Firm, its leadership, or any of its affiliated entities has failed to make payments under any secured or unsecured indebtedness when due.

A13. Describe any situation where the Firm, its leadership (includes current and former leadership as well as senior investment professionals, current or former), or any affiliated entity ever filed for bankruptcy.

A14. Will the Firm or any members of Leadership or Senior Investment Professionals conduct outside business activities, advisory or investment management activities during the investment period of the Fund? Describe any outside business activities, advisory or investment management activities of the Firm or any members of Leadership or Senior Investment Professionals.

A15. Is the Firm a publicly held company, or a direct or indirect subsidiary of a publicly held company?

A16. Provide information regarding the Firm/Management Company’s liquidity and capitalization, including that of the Parent Company (if applicable), as well as any external shareholders.

A17. Provide the Firm’s annual pro-forma budget for the period covering the life of the Fund.

Please include a cash flow model for the Fund.

A18. Has the Firm or any of its Funds or portfolio companies accessed any government assistance programs in the last five years? If so, describe any government assistance programs accessed by the Firm or any of its Funds or portfolio companies in the last five years.

A19. Identify any government assistance programs the Firm or any of its Funds or portfolio companies intends to receive in the future.

A20. Indicate whether the Firm has any of the following codes, manuals or policies (as referenced in the table below) and whether the Firm requires or encourages portfolio companies (where the Firm is a significant lender) to have the following codes, manuals or policies. Identify if copies have been provided. Copies for portfolio companies are intended to be representative examples of the codes, manual or policies – examples for every portfolio company do not need to be provided.

a. Firm Governance / Risk / Compliance

i. AML/CFT Policy

ii. Compliance Manual

iii. Code of Conduct/Code of Ethics

iv. Financial and Organizational Conflicts of Interest Policies

v. Insurance Policy(s) (e.g., fidelity bond insurance, errors and omission insurance, director’s and officer’s insurance or cyber threat insurance)

vi. Policy on the Handling and Safeguarding of Any Material Non-public Information

b. Accounting / Valuation

i. Valuation Policy

c. Data Security / Technology / Third Party(s)

i. Business Continuity Plan

ii. Disaster Recovery Plan

iii. Cyber/Information Policy

A21. Is there a succession plan for the Firm? Describe the Firm’s process for developing a succession plan and the succession plan itself.

A22. Identify any past, present, or anticipated future foreign ownership, control, or influence on the Firm and describe any plans, policies, or strategies to mitigate or eliminate any foreign ownership, control, or influence during the life of the Fund.

A23. Provide full census of employees, consultants and advisors.

Fund: General Information

A24. Outside of the General Partner, will non-Limited Partners affiliated with the Firm be prohibited from investing or holding an ownership interest in the Fund’s investments?

A25. Describe how the Fund will utilize Placement Agents, if any, during the capital raising process.

A26. Describe where the responsibilities for capital raising live within the Firm, including the individuals responsible for capital raising activities.

A27. Detail the capital raising timeline for the Fund, including each of the actual or anticipated closing dates.

A28. Describe the expected timing and format of any LPAC/Annual General Meetings during the life of the Fund, including context into the nature of the meetings (e.g., virtual, in-person or hybrid), existence of in-camera session, if minutes and/or recordings are made available and if there are defined topics discussed in each meeting.

A29. Describe the anticipated composition of the Fund’s LPAC. Provide a list (with contact information) of any Limited Partners that have already agreed to participate on the advisory committee.

A30. Provide an overview of the Boards and Committees at the Firm that cover the Fund.

Indicate how decisions are ratified.

A31. Please provide details of your intended fee scheme inclusive of all management fees, incentive fees, expense reimbursement, transaction fees, and portfolio company fees.

A32. Please provide investment track record details by populating Attachment IV.

Applicants are asked to provide information regarding credit and equity investments during the last 10 years.

A33. Provide the Fund’s annualized pro-forma budget, detailing the expenses/costs required to conduct the business of the Fund during its entire life.

B. Investment Strategy and Advancement of OSC Priorities

Volume II of the Firm’s proposal shall describe the Fund’s investment strategy and demonstrate how the Fund will advance the purpose, priorities, goals, and objectives of the NSFF Program set forth in Section 3, above. At minimum, each Firm must respond to each question below but is encouraged to provide any other information that the Firm believes will demonstrate how and why the Firm’s Investment Strategy furthers the mission of the NSFF Program and OSC.

B1. Summarize the Fund’s investment strategy and types of transactions the Fund will pursue. Include details on anticipated transaction sizes (including minimum/maximum), investment pace, holding periods, geographic focus, industry/sector focus, company development stage and any other relevant characteristics.

B2. Identify the specific Critical Minerals and Materials Supply Chains that the Fund, pursuant to its investment strategy, will invest in to address U.S. national security shortages, gaps, and vulnerabilities, and describe (in detail) how the Fund’s investments will address shortages, gaps, and vulnerabilities relevant to U.S. national security in each Critical Minerals and Materials Supply Chain.

B3. Describe the Firm’s ability to invest at the Fund’s targeted size and the implications for co-investing with Limited Partners and non-Limited Partners.

B4. State the Firm’s policy regarding how investment opportunities will be allocated between active funds. Describe any funds, listed vehicles, permanent capital vehicles, SPACs and/or separate accounts with potential allocation considerations.

B5. In the context of the Fund, what controls and rights will the Firm seek when executing investments? How are controls and rights established through board membership, covenants, etc.?

B6. Please provide the ten most recent examples where the Firm made a debt investment in a portfolio company and there was a covenant breach in the debt of the portfolio company. Please describe the situation and how the situation was resolved.

B7. Describe any investments that will not be considered.

B8. Describe the risk factors of the Fund’s investment strategy (e.g., political, economic, financial, technology, business cycle, environmental or human capital risks) and the steps taken to mitigate these risks.

B9. Describe the Firm’s approach to working with existing or new management teams at portfolio companies. Provide examples of the strategies that are used to incentivize portfolio company management teams.

B10. Describe the typical methods used by the Firm to create value for its portfolio companies (e.g., restructuring, strategic re-positioning, leveraging or operational improvements). Identify how the Firm’s strengths in creating value for investments impact its sourcing capabilities. Provide case studies to illustrate the Firm’s value creation capabilities.

B11. What is the targeted return-profile threshold (e.g., gross IRR or money multiples) for investments by the Fund? What is the expected holding period?

B12. Will the Fund offer co-investments? If so, how will these co-investment opportunities be allocated? If applicable, provide examples of past co-investments including the portfolio company details, list of co-investors and amounts invested and insight into any non-Limited Partner co-investors.

B13. Describe the Firm’s deal sourcing capabilities. How is the sourcing process staffed, conducted and documented? Identify any technology tools (e.g., software, applications, information systems or portals) used. Describe the robustness and sustainability of the Firm’s proprietary network of contacts used to identify opportunities. Provide context on any organizations that the Firm will not typically source deals from. Specifically outline how you will source deals in Critical Minerals and Materials Supply Chains.

B14. Describe the Firm’s screening and due diligence processes. How is each process staffed, conducted and documented? How long is a typical due diligence process?

Describe the process used to identify attractive investment opportunities. What criteria are used to assess an investment’s attractiveness? Will the deal team be in charge of the investment until exit, or will other professionals be assigned post-origination?

Include details on any due diligence checklists, internal reports, financial models and investment committee documents prepared, as well as any technology tools used (e.g., software, applications, information systems or portals).

B15. Discuss how the Fund will promote U.S. national security objectives including board and executive team composition, headquarters and domiciliation, restricted entity covenants, foreign ownership restrictions, ability for Department of War to direct production output, time of conflict production direction rights, and reshoring.

C. Other Information

Volume III of the Firm’s proposal shall include the following documents:

C1. Fund Limited Partnership Agreement

C2. Private Placement Memorandum (PPM) of the Fund

C3. Annual General Meeting materials for the last two years

C4. Firm’s most recent regulatory body registration/disclosure form(s) (e.g. Form ADV Parts 1 and 2)

C5. The Partnership Agreement of the General Partner

C6. All audited annual & unaudited quarterly reporting packages sent to Limited Partners for each active predecessor fund over the last five years

C7. The audited financial statements, including supplements, of the Firm for the last three years

C8. Examples of capital call and distribution notices

C9. The Investment Advisory Agreement between the Fund and the General Partner

C10. Presentation materials and minutes of all LPAC meetings held over the last two years

C11. Attachment V Individual Legal Questionnaire as attached for Senior Management of the Fund and the Firm

C12. Sample deal pipeline for the Fund

D. Revisions to Summary of Terms and Conditions—NSFF Program Credit Facility

The credit facilities awarded pursuant to this NOFO will reflect the terms and conditions set forth in Attachment I, Summary of Terms and Conditions. Firms may, but are not required to, submit a Volume IV that proposes alternative language to one or more provisions in Attachment I. By submission of a proposal, the Firm accepts all portions of Attachment I except for those specific portions the Firm takes exception to in its Volume IV. Acceptance by OSC of any proposed alternative language may be subject to additional diligence requests and further dialogue with applicants. Any misrepresentations made by an applicant will render the applicant immediately ineligible for award.

6. OSC Evaluation of Proposals and Due Diligence

A. Initial Screening

OSC will perform an initial screening of proposals received in response to this NOFO to identify and eliminate ineligible Firms. OSC may, at its discretion, defer the final determination of a Firm’s eligibility until later in the proposal evaluation or due diligence process. Deferral of a final determination of eligibility may be required if, for example, OSC must coordinate with other Federal agencies to assess the Firm’s eligibility.

In addition to determining eligibility, OSC will evaluate proposals received in response to this NOFO to assess the extent to which the Firm, its proposed fund(s), its investment strategies, and the other elements of the Firm’s proposal will advance the purpose, priorities, goals, and objectives of the NSFF Program set forth in Section 3, above.

B. Proposal Evaluation

OSC will evaluate proposals based on the following criteria and will identify one or more Firms with which OSC will engage in due diligence. In the event that OSC terminates due diligence with one of more Firms, OSC may select additional Firms for due diligence at any point during the period of proposal validity.

(1) Economic and National Security Alignment

OSC is guided by the OSC mission statement: to attract private capital to national security priorities and scale private investment into critical technologies.

Successful Firms will have a demonstrated investment—or demonstrated commitment to investing—in companies and industries that advance OSC’s goals with respect to Critical Minerals and Materials Supply Chains.

(2) Economic and National Security Objectives

OSC will evaluate the Firm’s commitment to supporting national security objectives related to Critical Minerals and Materials Supply Chains at portfolio companies. These include, but are not limited to, board and executive team composition, headquarters and domiciliation, restricted entity covenants, foreign ownership restrictions, ability for Department of War to direct production output, time of conflict production direction rights, and reshoring.

(3) Proven Investment Strategy and Track Record of Success

OSC will evaluate proposals to assess the extent to which the Firm will pursue a familiar strategy that Firm leadership has successfully pursued as an investor or operator in the past. OSC will evaluate the Firm’s demonstrated prior track record of successful investments based on the proposed strategy. OSC will assess the likelihood that the Firm will be able to raise the required amount of capital from investors based on the Firm’s track record. Particular attention will be given to the Firm’s fundraising history and momentum in assets under management, the Firm’s historical fund returns, and the Firm’s underwriting discipline and credit portfolio performance.

(4) Appealing Firm Structure

OSC will evaluate proposals to determine the extent to which the Firm’s structure aligns the incentives of the Firm’s managers and investors with the overall mission of OSC. Particular attention will be given to the quality and diversification of the current limited partner base in the relevant fund vehicles and the proposed fee/carry structure.

(5) Likelihood of Consummating a Credit Facility Agreement

OSC will evaluate proposals to assess the likelihood that OSC and the Firm will reach agreement on a definitive credit facility agreement. OSC’s evaluation will consider the scope of any alternative language to the terms and conditions set forth in Attachment I, Summary of Terms and Conditions, and the Firm’s history of successfully consummating similar agreements.

(6) Creditworthiness

OSC will review Firms for a demonstrated history of reliable credit repayment.

OSC will not issue a credit facility unless it determines that the applicant has a reasonable prospect of repaying the principal and interest on the loan in a timely manner and that the principal, when combined with amounts available to the Firm from other sources, will be sufficient to carry out the Firm’s investment strategy.

C. Due Diligence

OSC will select one or more Firms for further business and legal due diligence to evaluate the financial and legal soundness of the proposed credit facility. At this stage, OSC may seek the Firm’s approval for employment of consultants or advisors to perform or support any due diligence.

Following due diligence, the proposal materials and findings will undergo an approval process within OSC, resulting in OSC proposing a score to OMB. OMB will evaluate the final subsidy cost of the direct loan and provide its concurrence or non-concurrence with the proposed score.

The final subsidy cost approved by OMB may require adjustments to negotiated financial terms, including interest rates.

7. Federal Funding Administration Information

A. Third-Party Expenses and Fees

OSC may utilize independent technical, financial, or other consultants and contractors and outside legal counsel during the due diligence process. Subject to the express agreement of the Firm, the Firm shall be responsible for the payment of all expenses charged by the independent consultants or contractors and OSC outside legal counsel in connection with an application. In such case, OSC shall not be responsible for expenses incurred, including if an application is denied.

B. Funding Availability and Limitation of Liability

Funding for the NSFF Program is contingent upon the availability of appropriations. In no event will OSC be responsible for application preparation costs. Neither publication of this NOFO nor any invitation to engage in due diligence will oblige OSC to award a credit facility or to obligate available funds. This NOFO is not intended to and does not create any rights enforceable by any alleged third-party beneficiaries.

OSC is not under any obligation to provide additional future funding in connection with any funding made under this NOFO.

C. Reporting

OSC understands the importance of undertaking systemic data collection and rigorous evaluative activities to assess the outcomes related to funds given under this NOFO. OSC is committed to this goal, and all applicants should expect that such collection and evaluation will be a requirement of funding.

All funding recipients will be expected to comply with all reporting requirements, as well as program evaluation activities undertaken by OSC, in a format acceptable to OSC.

OSC may publish generalized information through the review, selection, and credit facility issuance process. OSC may inform and, to the extent required by law, seek consent from Firms of any such disclosures. In addition, as will be set forth in the terms and conditions of each credit facility, successful Firms will be expected to support program and project reviews, audits, and program evaluation activities, including by submitting required financial and performance information and other relevant data in an accurate and timely manner, making available documents and other records related to the project upon request, and by cooperating with OSC and external program evaluators, including, but not limited to, the Office of the Inspector General.

OSC may also publish aggregated information from Proposals.

D. Additional Information

Any decision by OSC to reject a Proposal shall be final and non-appealable. Unsuccessful Firms will be notified of a denial by email. Unsuccessful proposals will be retained in accordance with Department of War recordkeeping requirements.

E. Privacy Advisory

Authority: The information requested by this NOFO is authorized by 10 U.S.C § 149.

Purpose: The information requested by this NOFO will be used to determine whether the Firm is eligible; whether the credit facility transaction presents a reasonable assurance of repayment; and whether the credit facility supports the mission of OSC to attract and scale private investment for national and economic security. The information collected will also be used for “know your customer” purposes to assure that transaction parties do not have ownership, control, or influence from or by foreign parties adverse to the United States.

Uses: While the information requested by this NOFO is primarily intended to be used internally at OSC, in certain circumstances it may be necessary to disclose this information externally, including to contractors, experts, consultants, and others performing or working on a contract, service, or other assignment for the Federal Government, when necessary to accomplish an agency function. All applications submitted to OSC (including all attachments) are subject to the federal Freedom of Information Act (FOIA), 5 U.S.C. § 552 and 32 C.F.R. Subchapter N, and the Privacy Act, 5 U.S.C. 552a. By law, OSC must release federal records in response to a FOIA request unless specific information within the records is exempt from release according to specific statutory requirements (in which case, that information will be redacted before the application is released). Applicants are advised to include no more personally identifiable information or confidential financial information than necessary to fully answer the application requirements.

Disclosure: Provision of the information requested by this NOFO is voluntary. However, failure to provide the requested information may result in OSC being unable to determine eligibility under this NOFO and rejection of a proposal. At all times, OSC reserves the right to decline to process or to discontinue processing any application.

[OMB Control Number: The Office of Strategic Capital may not require the information requested by this application, and applicants are not required to provide the requested information, unless a currently valid OMB control number is displayed on this application form.]

[Paperwork Reduction Act Statement: The Office of Strategic Capital estimates that it will take the applicant approximately [15] hours to complete this form. This includes the time it will take to read the instructions, gather the necessary facts, information, and documents, and fill out the form. If you have comments or suggestions regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, send correspondence to the Department of War, Washington Headquarters Service, at whs.mc-alex.esd.mbx.dd-dod-informationcollections@mail.mil.]

Office of Strategic Capital Contact Information

For general inquiries regarding the NOFO, please contact: OSDRE- NationalSecurityFundFinanceSubmissions@groups.mail.mil.

DoW is an equal opportunity provider, employer, and lender.

ATTACHMENT I

SUMMARY OF TERMS AND CONDITIONS

NSFF PROGRAM CREDIT FACILITY – STANDARD DEBENTURE

This summary of terms and conditions (this “Term Sheet”) describes a credit facility (the “Proposed Financing”) that may be extended by the Office of Strategic Capital, Department of War to one or more qualifying investment funds that are determined “eligible” investment funds under the Office of Strategic Capital National Security Fund Finance Program (the “NSFF Program”). This Term Sheet does not purport to summarize all terms of the definitive documentation with respect to the Proposed Financing. It remains subject to satisfactory due diligence and internal approvals. The closing of the transaction contemplated in this Term Sheet shall be conditioned upon, among other things, (i) the continuing authorization or reauthorization of relevant authorities by the United States Congress, (ii) the availability of appropriations, (iii) concurrence of the Office of Management and Budget and (iv) the satisfactory completion of the U.S. Government’s Foreign Ownership, Control, and Influence review and confirmation that there are no negative findings. The contents of this Term Sheet are confidential and may not be released or disclosed to any person without the consent of the non-disclosing party, except as required by law or other governing authorities of the Office of Strategic Capital, Department of War. No fundraising materials referencing the Proposed Financing, the Office of Strategic Capital, the Department of War or any other U.S. Government agency or office may be released or disclosed without prior review and approval of such references by the Office of Strategic Capital, Department of War, and all public relations materials & other disclosures referencing the Proposed Financing, the Office of Strategic Capital, the Department of War or any other U.S.

Government agency or office must be coordinated beforehand with the Office of Strategic Capital, Department of War. Certain capitalized terms used in this Term Sheet and not otherwise defined in the body of this Term Sheet are defined in Schedule I hereto.

Borrower: A limited partnership or limited liability company formed under the laws of one of the States, the District of Columbia, or a territory of the United States (“Borrower”).

Credit Parties: The “Credit Parties” shall include:

(i) the Borrower;

(ii) all related fund vehicles such as parent funds, feeder funds, blocker funds, parallel funds or alternative investment vehicles (collectively, the “Fund Vehicles”);

(iii) all general partners (and, with respect to limited liability companies, similar governing bodies) of the foregoing (collectively, the “General Partners”); and

(iv) all entities through which Borrower makes investments, which shall be special purpose vehicles that satisfy customary bankruptcy remote and non-consolidation criteria (collectively, the “SPVs”).

All investments of the Credit Parties (collectively, all such investments are the “Portfolio Investments”) must be made through one or more SPVs, which (for the avoidance of doubt) will be Credit Parties.

Administrative Agent: The Office of Strategic Capital, Department of War (“OSC”), or such other person appointed by the OSC will act as administrative agent (“Administrative Agent”).

Fees and expenses of the Administrative Agent will be the obligation of the Credit Parties.

Lender / Disbursement Agent / Collection Agent:

Federal Financing Bank, United States Department of the Treasury (“FFB”) will be the lender and serve as disbursement agent and collection agent.

Calculation Agent: A calculation agent acceptable to OSC and appointed by or on behalf of OSC (the “Calculation Agent”) who will, on a quarterly basis, review the issuance requests, borrowing base certificates and compliance certificates and perform forensics on calculations, including review of financial statements, capital call and distribution notices, management fee calculations, eligible asset values, borrowing base and borrowing base deficiency calculations, maximum line tests, bank statements and other inputs to the calculation of financial, collateral or maximum cap tests or other determinations.

The Federal Financing Bank (FFB) will serve as the initial Calculation Agent for the Note.

The Calculation Agent shall deliver its report to OSC within 45 days following each quarter during the term of the Credit Facility (or at such other times as requested by OSC in its reasonable discretion). Fees and expenses of the Calculation Agent will be the obligation of the Credit Parties.

Third Party Valuation Agent: A nationally recognized valuation agent acceptable to OSC and appointed by or on behalf of OSC (the “Valuation Agent”) which shall perform valuation of all investments including, in particular, Defaulted Eligible Assets (as defined in Schedule I).

The Valuation Agent shall deliver its report to OSC within 30 days following each quarter during the term of the Credit Facility (or at such other times as indicated herein or as requested by OSC in its reasonable discretion). Fees and expenses of the Valuation Agent will be the obligation of the Credit Parties.

Credit Facility: A multi draw term loan facility provided for the purpose of providing credit to the Borrower and its related Credit Parties to make investments in gaps, shortages, and vulnerabilities in the supply of critical minerals and materials, as that term is used in 10 U.S.C. § 149(h)(2)(HH), and associated technologies, supply chains, and production processes, vital to U.S. national security (hereinafter, “Critical Minerals and Materials Supply Chains”).

Amounts drawn under the Credit Facility and repaid cannot be redrawn.

Maximum Facility Amount: The lesser of (a) [125%] of the Total Fund Equity Capitalization at such time of determination and (b) [$500 million - $1.0 billion].

“Total Fund Equity Capitalization” means, as of any time of determination, the lesser of (x) the aggregate amount of eligible uncalled and called capital commitments of the Borrower and Fund Vehicles (without duplication of commitments between or among the Borrower and Fund Vehicles) as of the final fund close (or, if earlier, 12 months from the initiation of fund raising) and (y) aggregate amount of eligible uncalled and called capital commitments of the Borrower and Fund Vehicles (without duplication of commitments between or among the Borrower and Fund Vehicles) as of such date of determination. It will be a condition to effectiveness of the Credit Facility that the fund has raised at least [35%] of its target fund commitment amount (the “Minimum First Close Amount”) and that its target fund commitment amount equals or exceeds [$500 million].

The aggregate outstanding principal amount of the Credit Facility (the “Outstanding Facility Amount”) may not exceed the Maximum Facility Amount. If at any time the Outstanding Facility Amount exceeds the Maximum Facility Amount, the Credit Parties shall promptly take such actions satisfactory to OSC to reduce such excess to zero.

Closing Date: The date all conditions set forth in Schedule II attached hereto are satisfied.

Draw Period: Commences on the Closing Date and terminates on the earlier of (x) the end of the “investment period” set forth in the Governing Documents (as defined in Schedule I) of the Borrower and (y) the fifth anniversary of the Closing Date, in each case, subject to extension at the sole discretion of the Administrative Agent.

Maturity Date / Principal Repayments:

Each loan made under the Credit Facility will have a maturity of the earlier of (x) 10 years from the date it was drawn and (y) the life of the fund. The Borrower shall obtain all approvals needed, and the Governing Documents shall reflect that the life of the fund shall be extended until all loans (and other obligations under the Credit Facility) are repaid in full.

With respect to each loan, principal will be due and payable in full on the maturity of such loan and on the date of any acceleration thereof.

Principal may be repaid voluntarily without premium or penalty, subject to customary prepayment conditions.

Interest Rate / Default Interest / Interest Payments:

A per annum rate set by FFB based on the 10-year Treasury Fixed Rate (as of the applicable draw date) using the Treasury yield curve and the day count method (actual/365).

During an Event of Default, the interest rate will increase by 200 basis points per annum.

With respect to each loan, interest will be payable in cash on a quarterly basis, and upon repayment of any principal, including at maturity and on the date of any acceleration thereof.

Fees: Draw Fee: [150-200] basis points on all amounts drawn under the Credit Facility payable on the date of each applicable draw.

Loan Administration and Servicing Fee: The fee will be due and payable on September 15 of each year (and on the date of any repayment) on all amounts drawn under the Credit Facility determined on a daily basis over each period of determination. This fee will be determined using a weighted average rate based on the loans comprising the Borrowing Base (as defined below) during such period of determination.