ArrowMark Financial Corp.

The Committee may take into account a wide variety of factors in considering Director nominees. In identifying and evaluating an individual as a potential nominee to serve as a Director, or in evaluating whether to remove an incumbent Director, the Committee shall consider among other factors it may deem relevant:

• whether or not the individual is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Company;

• whether or not the individual has any relationships that might impair his or her independence, such as any business, financial or family relationships with Company management, the investment manager of the Company, Company service providers or their affiliates;

• whether or not the individual serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes;

• whether or not the individual is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Director of the Company;

• the contribution the individual can make to the Board and the Company, with consideration being given to the individual’s educational background and business and professional experience;

• the character and integrity of the individual;

• the overall diversity of the Board’s composition; and

• the Committee may, but is not required to, retain a third-party search firm at the Company’s expense to assist in the identification of Independent Director nominees.

Following an initial evaluation by the Committee, a nominee must:

• be prepared to submit written answers to a questionnaire seeking professional and personal information that will assist the Committee to evaluate the candidate and to determine, among other matters, whether the candidate would be an Independent Director under the 1940 Act or otherwise have material relationships with key service providers to the Company;

• be prepared to submit character references and agree to appropriate background checks; and

• be prepared to meet with one or more members of the Committee at a time and location convenient to those Committee members in order to discuss the nominee’s qualifications.