Exhibit (d)

 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

 

NUMBER	SHARES
	SEE REVERSE SIDE FOR
	CERTAIN DEFINITIONS

 

NEW MOUNTAIN FINANCE CORPORATION

 

TOTAL AUTHORIZED ISSUE

[  ] SHARES PAR VALUE $0.01 EACH

COMMON STOCK

 

This is to Certify that                                                                                     is the owner of                                (                 ) fully paid and non-assessable shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

 

Witness, the seal of the Corporation and the signatures of its duly authorized officers.

 

Dated:                                    , 20

 

 

ROBERT A. HAMWEE		ADAM WEINSTEIN
PRESIDENT & CHIEF EXECUTIVE OFFICER		CHIEF FINANCIAL OFFICER & TREASURER

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM		— as tenants in common		UNIF GIFT MIN ACT   —		Custodian             Custodian
TEN ENT		— as tenants by the entireties				(Cust)                      (Minor)
JT TEN		— as joint tenants with right of				under Uniform Gifts to Minors
		survivorship and not as tenants				Act
		in common				(State)

 

Additional abbreviations may also be used though not in the above list.

 

For value received               hereby sell, assign and transfer unto                             

 

For value received               hereby sell, assign and transfer unto                             

 

 

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

 

 

                                                                                                                                                                  Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                                         Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.

 

Dated                                      , 20

 

In presence of
			NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.