MADISON DEARBORN PARTNERS LLC

Madison Dearborn Partners, LLC, a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), is a Delaware limited liability company. For purposes of this brochure, the terms “MDP” and “Adviser” mean Madison Dearborn Partners, LLC, together (where the context permits) with its affiliated general partners of the Funds (as defined below), any relying advisers of Madison Dearborn Partners, LLC (including MDP Arevi Manager, L.P.) as well as any other affiliates that provide advisory services to and/or receive management fees from the applicable Funds. Such affiliates are typically under common control with Madison Dearborn Partners, LLC and, in the event they are not under such common control, they possess a substantial identity of personnel and/or equity owners with Madison Dearborn Partners, LLC. Madison Dearborn Partners, LLC is owned by certain of its current principals (the “Principals”) and former principals. Since MDP’s formation in 1992, its funds have invested in 168 companies. MDP provides investment advisory services and may provide sub-advisory services to or on behalf of investment vehicles or accounts (the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Investment advice is provided to the Funds (directly or indirectly) and not individually to the investors in the Funds. MDP’s advisory services consist of: (a) identifying and evaluating investment opportunities, (b) structuring, negotiating and consummating investments on behalf of the Funds, (c) managing, monitoring and disposing of such investments when MDP deems appropriate, and (d) engaging in such other activities related, incidental or ancillary thereto. Although the primary focus of each Fund is on private equity and equity-related investments, MDP reserves the right to recommend other types of investments to the extent consistent with each such Fund’s investment strategy and objectives. Investments are generally made in companies doing business in the following industry sectors: basic industries; financial services; healthcare; technology & government; and a variety of other sectors. MDP personnel often serve on the board of directors or otherwise act to influence control or management of portfolio companies held by the Funds (“portfolio companies” or “Portfolio Companies”). MDP provides investment advisory services to each Fund in accordance with the limited partnership agreement (or analogous governing document) of such Fund, separate investment advisory agreements, sub-advisory agreements, or contractual side letters with such Fund’s investors (collectively, the “Governing Documents”). Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. Once invested in a Fund, investors do not typically have the contractual right to impose additional restrictions on the types of securities or investments in which such Fund may invest. As of December 31, 2025, MDP manages a total of $20,740,486,760 of client assets, all of which is managed on a discretionary basis.

The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as defined below) or similar performance-based remuneration from the Funds. A Fund, and/or its portfolio companies also typically bear or reimburse the Adviser and its affiliates for certain expenses and/or make other payments to the Adviser or its affiliates for certain services provided to the Funds and/or their portfolio companies which, in certain circumstances, reduces the Management Fee payable to the Adviser by the applicable Fund. Details about such fees and expenses are contained in the Governing Documents of a Fund. Further details about certain common fees and expenses are set forth below. Management Fees As compensation for investment advisory services rendered to the Funds, MDP typically receives a management fee (a “Management Fee”) from each such Fund. Management Fees paid by the Funds are borne by certain investors in such Funds, including any other Funds that invest in such Fund. In general, the precise amount of, and the manner and calculation of, the Management Fee differs from one Fund to another, as well as among investors in the same Fund, and are set forth in such Fund’s Governing Documents received by each investor prior to investment in such Fund. The Management Fee paid by the applicable Fund is typically calculated as a percentage of the total capital commitments of the limited partners from the effective date of the Fund through the earlier of (i) the end of such Fund’s active investment period and (ii) the date on which MDP becomes entitled to receive a Management Fee from a successor Fund or such other event specified in the Fund’s Governing Documents. Following the Fund’s active investment period (or such other events specified in the Governing Documents), the Management Fee customarily decreases and thereafter is generally calculated based on total contributions made by, or in respect of, such Fund’s investors with respect to investments that have not been disposed of or permanently written down, in each case, as determined in accordance with the applicable Governing Documents and MDP’s procedures and based on then-available information. Such contributed capital may, to the extent provided in the Governing Documents, include cost contributions and may also include amounts funded through a Fund’s credit facility. For certain Funds, the Management Fee is calculated for the entire period in which MDP is entitled to receive a Management Fee based on investment or capital contributions (rather than capital commitments), as determined in accordance with the applicable Governing Documents. MDP has discretion in determining whether an investment should be permanently written down, which impacts the calculation of a Fund’s Management Fees. Except as otherwise described herein or in the applicable Governing Documents, Management Fees generally will not correspond with fluctuations in the value of a Fund’s portfolio investments and will not be reduced in connection with any temporary write-downs or other impairments that do not require the investment to be permanently written down. Transaction-specific fees and expenses relating to an initial investment or follow-on investment, including fees and expenses payable to MDP, its affiliates or third parties, are generally capitalized

into the amount of invested capital at the time of such investment (collectively, “Capitalized Costs”). Accordingly, to the extent a Fund’s Management Fees are calculated based on invested capital (including during any step-down period), such Capitalized Costs will increase the asset base on which Management Fees are calculated. Such increase is in addition to any other fees paid to MDP and/or its affiliates. MDP and its affiliates therefore have an incentive to structure transactions in a manner that results in the capitalization of such amounts, which would increase Management Fees as well as avoid having portfolio companies pay such amounts out of available operating cash. This incentive conflicts with MDP’s interest in minimizing the overall fees, expenses and costs borne by a Fund’s investments, including in light of the impact of such amounts on carried interest calculations. Management Fees are paid quarterly in advance through a capital call made to the applicable investors and unless provided for in the Governing Documents, generally will not be reimbursed, reduced or refunded in the event of realizations or dispositions (including a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), rollover investment in connection with a sale or dividend distribution), partial write-downs or writeoffs, decrease (including a significant decrease) in fair value, or permanent write-downs that occur partway through the relevant management fee period. Similarly, unless provided for in the Governing Documents, Management Fees are not reimbursed, reduced or refunded in the event the Management Fee steps-down partway through a quarter. Pursuant to the Governing Documents, MDP is also permitted to collect its Management Fee by offsetting a Fund’s cash on hand (for example, from proceeds received from an investment) or by utilizing a Fund’s capital call line to pay these Management Fees (and call capital from such Fund’s investors at a later date). Please see information regarding the use of capital call lines in the discussion under “Borrowing, Guarantees and Credit Support by the Funds” in Item 8 below. Unless prohibited or waived by MDP, Management Fees will generally be payable during extension periods of a Fund’s term. The Management Fees paid by a Fund will generally be reduced by: (a) the amount of fees paid to placement agents by such Fund, to the extent set forth in such Fund’s Governing Documents (e.g., when such fees are charged as a partnership expense), (b) the amount of fees and expenses incurred in connection with the organization of such Fund that exceed a limit specified in such Fund’s Governing Documents, and (c) a negotiated percentage of Transaction Fees (as defined in and discussed in the following paragraphs). Some Funds and investors do not pay a Management Fee and such Funds and investors will not benefit from any resulting reduction in the Management Fees as further described herein (and such amounts will instead benefit MDP). The Management Fees, other fees, distributions and other economic arrangements described herein are generally subject to modification, waiver, deferral or reduction by MDP in its sole discretion, both voluntarily and on a negotiated basis with select investors via side letter or other arrangements, which, depending on the Governing Documents of such Fund, is not required to be disclosed or offered to other investors in the same Fund. Note that some Fund investors (as determined by MDP in its discretion, but typically based on size and timing of investment) receive a “fee break” whereby they are not charged a Management Fee for a period of time or a fee reduction where they pay a Management Fee based on a reduced rate in accordance with the Governing Documents. To the extent the Adviser elects to voluntarily waive, defer or reduce Management Fees, such election does not permanently modify the Adviser’s right to charge such fees in the future, including with respect to amounts previously deferred. Certain investors in the

Funds who are current or former principals, current or former employees (including senior advisors), specified current or former advisers (such as executive partners and industry advisory group members) of MDP and certain other investors designated by MDP (such as current or former portfolio company executives), including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles (collectively, “Affiliated Partners”) typically invest directly or indirectly in the Funds, and Management Fees with respect to such investors are often waived in whole or in part. To the extent MDP voluntarily designates an investor an Affiliated Partner, such designation is only for the specified Fund and MDP retains the right to remove this designation at anytime in its discretion. Please also see Item 6 below for additional information on “Carried Interest” which is often waived in whole or in part with respect to Affiliated Partners. MDP and its affiliates also have the discretion to (i) receive performance-based compensation (e.g., Carried Interest), Management Fees or similar fees from co-investors and (ii) collect fees in connection with actual or contemplated investments that are subject to co-investment arrangements. Upon termination of a Fund pursuant to its Governing Documents, Management Fees that have been prepaid (if any) are expected to be returned on a prorated basis to applicable investors. Transaction Fees Transaction Fees Paid by Portfolio Companies or Prospective Portfolio Companies MDP and its active partners often provide consulting, transaction-related, financial or capital markets advisory, monitoring, operational support and other services for, and receive fees from, actual or prospective portfolio companies or other investment vehicles of a Fund, including fees in connection with structuring investments in such portfolio companies, as well as mergers, acquisitions, add-on acquisitions, investments, financings and refinancings, recapitalizations, public offerings, sales, divestments or other dispositions, other similar transactions and closing fees or any amendments to the foregoing. In addition, MDP and its active partners receive fees in cash or equity in connection with serving on the board of directors of certain portfolio companies. MDP also negotiates the right to receive fees in cash or equity in connection with unconsummated transactions (commonly known as break-up fees or reverse break-up fees). The amount, conditions to payment and timing of Transaction Fees (as defined below) are generally specified in the agreement or other documentation governing the transaction. Subject to the terms of the applicable Governing Documents (which specifically define “Transaction Fees”), the fees described in this paragraph are referred to as “Transaction Fees” and the services described in this paragraph are referred to as “Related Services.” Agreements made with portfolio companies have in the past and may in the future require the acceleration or settlement of future Transaction Fees payable by a portfolio company at the sale or public offering of such portfolio company and an agreed upon value of such fees may be paid to MDP or its affiliates at such time. These fees may be substantial, particularly in the event such circumstances occur early in the life of a Fund’s investment in such portfolio company. The calculation of the agreed upon value may be based on the expected hold period by a Fund of its investment in such portfolio company and such estimated hold period may be longer than the actual

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Methods of Analysis and Investment Strategies The Funds seek to achieve attractive returns through primarily control-oriented investments in a wide range of private equity, equity-related, and other transactions. MDP focuses its investment activity within certain core industry verticals, including financial services, healthcare, and technology and government-related sectors, although investments may be made outside of these sectors. MDP seeks to invest in companies where it believes there are opportunities for value creation, including through operational improvements, strategic initiatives, organic growth and acquisitions. Investments may be made through negotiated or competitive processes and are sourced through proprietary relationships, industry networks and intermediaries. Prior to making an investment, MDP conducts diligence on the prospective portfolio company and its industry. This analysis includes a review of a number of factors, including, but not limited to, whether the prospective portfolio company:

Has a defensible market position or a record of market innovation; Has a franchise or competitive advantage; Has products or services serving a diversified customer base or growing markets; and Has prospects for achieving attractive risk-adjusted returns and liquidity within a targeted investment horizon.

Investments by the Funds typically involve the use of leverage at the portfolio company level, which can increase both potential returns and the risk of loss. Following an investment, MDP works with portfolio company management to implement operational, strategic and financial initiatives designed to increase value. The investment strategies described above are not intended to be exhaustive. MDP may pursue other investment strategies, make investments in other types of securities or instruments, and deviate from the strategies described above, in each case in accordance with the applicable Governing Documents. Risks Investing in private equity funds involves a substantial degree of risk. A Fund may lose all or a substantial portion of the value of its investments, and investors in a Fund must be prepared to bear the risk of loss of the value of their investments. Material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include but are not limited to, the following (additional risks are described throughout this brochure, including under Item 11 - Conflicts of Interest). GENERAL RISKS

Business Risks. The Funds’ investment portfolios will consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Future and Past Investments and Performance. Newly formed Funds have no prior operating history or track record. The performance of the Principals’ prior investments is not necessarily indicative of a Funds’ future results and there can be no assurance that a future Fund will achieve comparable results to prior Funds. An investment in one Fund does not represent an interest in any investment or investment portfolio of any other Fund. There can be no assurance that the risk/return profile of an investment in one Fund will resemble that of any other Fund. On any given investment, loss of principal is possible. While MDP intends for the Funds to make investments that have estimated returns commensurate with the expected risks undertaken, there can be no assurances that any targeted return will be achieved. In addition, a Fund’s investments may differ from previous investments made by the Principals in a number of respects, including but not limited to, target return levels, level of risk associated with a particular investment, amount invested in a particular company, target industry sector, types of companies within a particular industry sector, amount and type of leverage used, structure, and holding period. Lack of Sufficient Investment Opportunities; Competition. There can be no assurance that MDP or the General Partner will be able to identify, or that a Fund will be able to complete, portfolio investments that satisfy such Fund’s rate of return objectives or, if completed, realize such investments for fair or attractive values or that a Fund will be able to fully invest its commitments. The business of identifying, structuring, and completing private equity transactions is highly competitive. Funds will encounter competition from other entities having similar investment objectives. Potential competitors include, but are not limited to, other investment funds, strategic industry acquirers and other financial investors, including hedge funds, publicly traded special purpose acquisition companies (“SPACs”) and other private equity funds, including other funds investing directly or through affiliates. Over the past several years, an ever-increasing number of investment funds with similar investment objectives have been or are being formed, and some fund sponsors have increased the size of successor funds as compared to their corresponding prior funds. Other investment funds with similar investment objectives to the Funds likely will continue to be formed in the future. Some of the Funds’ competitors for investment opportunities may have more relevant experience, greater financial resources, a greater willingness to take on risk, and/or more personnel than the General Partners, MDP, and their respective affiliates. MDP expects that competition for appropriate investment opportunities will remain high and may increase, which may increase the likelihood that the Funds will participate in auctions for investments, the outcome of which cannot be guaranteed. As valuations fluctuate, it may be difficult to identify appropriate targets and to determine the appropriate EBITDA multiple for such targets. As a result, the Funds may experience difficulty identifying and consummating investments, and the terms upon which investments can be made may be less favorable than obtained by any prior Fund. To the extent that the Funds encounter significant competition for investments, returns to investors may decrease. In addition, it is possible that the Funds will not identify and consummate enough sufficiently attractive investments to fully invest their capital commitments. Regardless of the extent to which the commitments of the limited partners are invested, the limited partners will be required to bear through the Funds: (a) to the extent set forth in the Governing Documents,

Management Fees during the investment period based on the entire amount of the limited partners’ commitments (i.e., not just the amount of capital contributed) and (b) other expenses as described above and as set forth in the applicable Governing Documents, in each case, even if the Funds fail to make any investments. Reliance on the General Partner and Portfolio Company Management. Investors will be relying on the ability of MDP, the General Partners and the Principals to identify and evaluate the investments to be made by the Funds. Control over the operation of the Funds will be vested with the Adviser, and the Funds’ future profitability will depend largely upon the business, financial and investment acumen of the Principals and other employees of the Adviser. The loss or reduction of service of one or more of these individuals could have an adverse effect on the Funds’ ability to realize its investment objectives. Other investment activities of the Adviser (to the extent not prohibited by the Funds’ Governing Documents) may require such individuals to devote substantial amounts of their time to matters unrelated to a particular Fund, including the Adviser’s existing or future investment activities, which poses conflicts of interest in the allocation of time of these individuals, as well as the allocation of resources of MDP. Investors in the Funds generally have no right or power to take part in the control, management, direction or operation of the affairs of the Funds, and, as a result, the investment performance of the Funds will depend on the actions of the Adviser. In addition, certain changes in the Adviser or circumstances relating to the Adviser may have an adverse effect on the Funds or one or more of their portfolio companies, including potential acceleration of debt facilities or the requirement to make regulatory filings. Although the Adviser will monitor the performance of each Fund investment, it will primarily be the responsibility of each portfolio company’s management team to operate the portfolio company on a day-to-day basis. Although the Funds generally intend to invest in companies with strong management or recruit strong management to such companies, there can be no assurance that such companies can recruit or retain the talent that is needed or that the management of such companies will be able or willing to successfully operate a portfolio company in accordance with the applicable Fund’s objectives. Decisions made by MDP with respect to portfolio management and investments may indirectly benefit certain investors in a manner that other investors do not receive (e.g., investments in specific geographical areas that benefit the local economy in which an investor is located). Risks Relating to Conduct of Employees, Service Providers and Portfolio Company. There can be no assurance that the Funds will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor portfolio companies on an ongoing basis or that any risk management procedures implemented will be adequate. Fraud or misconduct by (i) MDP employees, officers, partners, members, managers or directors, (ii) portfolio company employees, officers, partners, members, managers or directors, or (iii) service providers to the foregoing and/or their respective affiliates could cause significant losses to the Fund. Misconduct may include failing to conduct appropriate and/or sufficient due diligence, misrepresentations as to investments being considered by such Funds, the improper use or disclosure of confidential or material non-public information, noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, regulatory enforcement, business disruption and/or serious financial harm, including limiting the business prospects or future marketing activities of such Funds. Under certain circumstances, payments to the Funds (and

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MDP currently provides investment advisory services to the Funds. Investment advice is provided directly to the Funds and not individually to investors in such Funds. MDP or its personnel may provide investment advisory services or sub-advisory services to other funds or investment vehicles in the future, subject to restrictions in the applicable Governing Documents. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “accredited investors” as defined in Regulation D under the Securities Act, “qualified clients” as defined in the Advisers Act and/or “qualified purchasers” or “knowledgeable employees,” each as defined in the 1940 Act, and include, among others, public pension plans, corporate pension plans, endowments, sovereign wealth funds, fund of funds, asset managers, foundations, family offices and high net worth individuals. In some cases, service professionals or service providers to the Adviser, the Funds and/or portfolio companies are investors in a Fund. MDP does not have a minimum size for a Fund.

With respect to each Fund other than certain co-investment Funds (i.e., an investment vehicle that is formed to invest in particular transactions alongside a Fund), a portion of the profits of each such Fund is distributed to its general partner as “carried interest” (the “Carried Interest”) based on parameters set forth in the applicable Governing Documents (for example, certain funds include investment performance hurdles that must be met before Carried Interest is earned). Each general

partner of a Fund is a related person of MDP. Carried Interest paid by a Fund is borne by investors in such Funds, other than investors who are designated “Affiliated Partners” that do not pay Carried Interest under the applicable Governing Documents. “Affiliated Partners” typically include current or former principals, employees (including senior advisors) and specified advisers (such as executive partners, operating executives, industry advisory group members and current or former executives of MDP’s past or current portfolio companies) of MDP and certain other investors designated by MDP, and Carried Interest with respect to such investors is often waived in whole or in part. The payment of Carried Interest by a Fund (directly or indirectly) to its general partner reduces amounts that would otherwise be available for distribution to other investors in such Fund. The payment by some, but not all Funds, of Carried Interest or the payment by some Funds of higher Carried Interest amounts creates an incentive for MDP to disproportionately allocate time, services or functions to Funds paying or expected to pay Carried Interest or Funds paying or expected to pay Carried Interest at a higher rate, or disproportionately allocate investment opportunities to such Funds. Generally, and except as otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated at least in part by (a) certain limitations on the ability of MDP to establish new investment funds with primary investment objectives, strategy and scope that are substantially similar to those of a current Fund, (b) specified active investment periods for each Fund, (c) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (d) contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 11 below for additional information relating to how conflicts of interests are generally addressed by MDP.

Related General Partners Various limited partnerships or other entities serve as general partners of the Funds (the “General Partners”), and Principals of MDP are partners of one or more of the General Partners. Madison Dearborn Partners, LLC is the ultimate general partner of the General Partners. For a description of material conflicts of interest created by the relationship among MDP and the General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below. Other Related Persons MDP, through various Funds, is an investor in various consulting businesses, including Ankura Consulting Group, LLC and its affiliated entities (“Ankura”), a professional services firm focused on the legal, risk, cybersecurity and compliance practice areas. MDP, the Funds and their respective portfolio companies frequently retain or utilize (and are expected to do so in the future) the services provided by the foregoing and other MDP portfolio companies, including due diligence, consulting, financial and insurance brokerage services. Such portfolio companies are operated and managed separately from MDP and MDP does not have any involvement in the dayto-day business operations of these companies. Such services may be provided on an uncompensated basis. Please see Item 11 below for a discussion of conflicts related to the retention of service providers by MDP and/or the Funds.

Trading Code of Ethics In accordance with Rule 204A-1 under the Advisers Act, MDP has adopted a written Code of Ethics that is applicable to all of its partners, managing directors and above, principals, directors, vice presidents, associates, officers (or any person performing similar functions) and employees, and certain other persons who are subject to MDP’s supervision and control (such as executive partners and investment committee members who are expressly designated by the Chief Compliance Officer as being subject to the Code of Ethics) (collectively, “Adviser Personnel”). The Code of Ethics also applies to certain family members of Adviser Personnel (such persons together with Adviser Personnel, “Covered Persons”). The Code of Ethics requires compliance with the federal securities laws and limits personal trading by Covered Persons in a wide range of publicly traded securities (for example, subject to certain exceptions, Covered Persons cannot purchase publicly traded common stock). If permitted by the Code of Ethics, Covered Persons seeking to transact in certain types of securities are required to obtain pre-clearance from MDP’s Chief Compliance Officer (or a designee). Under the Code of Ethics, Adviser Personnel are required to report certain accounts they and their related Covered Persons use for the trading in securities as described by such policy and file certain periodic reports (including reports of personal securities transactions and holdings) with MDP’s Chief Compliance Officer. The Code of Ethics is intended to help MDP detect and prevent potential conflicts of interest relating to investments and securities trading. MDP reserves the right to modify, interpret and waive the Code of Ethics and its other policies and procedures over time. Adviser Personnel are typically subject to remedial actions in the event of a breach by such person and/or their related Covered Persons of the Code of Ethics, including, but not limited to, additional training, and may be subject to profit disgorgement, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to: Madison Dearborn Partners, LLC, 70 W. Madison Street, Suite 4600, Chicago, Illinois 60602, Attention: Chief Compliance Officer. Participation or Interest in Client Transactions MDP and certain of its current and former personnel and Consultants (such as executive partners, industry advisory group members, and current and former directors, officers and employees of portfolio companies) invest in the Funds, either through the General Partners, as direct investors in the Funds or otherwise. Management Fees and Carried Interest assessed on such investments are commonly waived by MDP or a Fund, as applicable. In addition, subject to the terms of the Governing Documents, certain of MDP’s Consultants (such as executive partners, industry advisory group members and current and former directors, officers and employees of portfolio companies) also invest directly or indirectly, in the investments being made by the Funds. For

further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential or existing investors in a Fund (including potential investors in a Co-Investment Vehicle or seller or purchaser of an investor’s interests in a secondary transaction) often ask different questions and request different information, MDP provides certain information to one or more prospective or current investors that it does not provide to all of the prospective or current investors. Conflicts of Interest Subject to the terms of the Governing Documents, MDP, its related entities and their respective personnel (including the Principals) engage in a broad range of activities, including investment activities for their own accounts and for the accounts of the Funds and other investment vehicles, and providing consulting, management, advisory, sub-advisory, transaction-related, financial advisory, operational support and other services to funds, investment vehicles, SPACs (as defined below) and operating companies (including portfolio companies of MDP-related funds). In the ordinary course of conducting these activities, the interests of a Fund will, from time-to-time conflict with the interests of MDP, other Funds or their respective personnel and affiliates. Certain of these material conflicts of interest, as well as a description of how MDP addresses such conflicts of interest, can be found below, although the discussion below does not necessarily describe all conflicts that may be faced by MDP and/or its Funds. Other conflicts are disclosed throughout this brochure (including in Item 5 and Item 8) and this brochure should be read in its entirety for other conflicts. Conflicts and Resolution of Conflicts – General In the case of all conflicts of interest, MDP’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using MDP’s best judgment, but in its sole discretion. In resolving conflicts, MDP considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. On any issue involving actual conflicts of interest, subject to the terms of the applicable Governing Documents, MDP will be guided by its good faith discretion. When conflicts arise, the following factors are intended to mitigate, but will not eliminate, conflicts of interest:

A Fund will not make an investment unless MDP believes that such investment is an appropriate investment considered from the viewpoint of such Fund;

Many important conflicts of interest will generally be addressed by defined procedures, restrictions or other provisions contained in the Governing Documents for the Funds or MDP’s compliance policies and procedures designed to reduce certain conflicts of interest;

Many of the Funds have established a Fund Advisory Board, consisting of representatives of limited partners not affiliated with MDP. A Fund’s Advisory Board may review transactions between the applicable Fund and MDP or its employees and affiliates and other potential conflicts of interest referred to it by MDP, in its discretion, as provided under the Governing Documents of the applicable Funds. For some Funds, the consent of

such Fund’s Advisory Board and/or certain members of the lead buyer group in a transaction is a requirement for certain affiliated transactions. In addition, in order to provide more transparency, MDP expects to, when it deems it to be appropriate, provide to its Fund Advisory Boards, information relating to certain conflicts of interest;

Where MDP in its sole discretion deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker or other third party to opine as to the fairness of a purchase or sale price or third-party price discovery; and

Prior to subscribing for interests in a new Fund (except for an alternative investment vehicle or certain Co-Investment Vehicles), each investor receives information (e.g., through MDP’s Form ADV and Fund private placement memorandum) relating to significant potential conflicts of interest arising from the proposed activities of such Fund. Prior to a transfer of limited partnership interest in a Fund, the purchaser of such interest is also provided access to MDP’s Form ADV, which describes significant potential conflicts of interest.

While MDP endeavors to address all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. Although certain provisions of a Fund’s Governing Documents are designed to protect the interests of investors in situations where conflicts may exist, these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. In addition, limited partners are not entitled to receive notice or disclosure of the potential or actual occurrence of conflicts or have any right to consent to them as they arise except as otherwise set forth in a Fund’s Governing Documents. Allocation of Investment Opportunities Among Clients In connection with its investment activities, MDP encounters situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various Funds and other persons, including, but not limited to, the following:

Among the applicable Funds, which often include (a) prior Funds and current Funds (including those which are in their active investment periods, Funds established for the purpose of participating in a “continuation transaction” and Funds that may invest in similar industries), including portfolio companies of such Funds, (b) other investment vehicles which are sub-advised by MDP and Funds that are “special purpose vehicles”, (c) Funds organized as parallel investment entities that have been formed to invest side-byside with one or more other Funds (either in all transactions entered into by such Fund(s) or in a limited subset of such investments and whether discretionary or non-discretionary), (d) Funds organized as an industry-focused companion Fund which may or may not invest side-by-side with one or more other Funds, (e) Funds that have been formed to facilitate investments by certain business associates and other “friends and family” of MDP or its personnel (such as an “executive fund”), (f) alternative investment vehicles that have been formed to address, for example, specific tax, legal, business, accounting or regulatoryrelated matters that arise in connection with a transaction or transactions, and (g) other Funds formed as Co-Investment Vehicles that are formed to invest in particular transactions entered into by the applicable Fund, or companion Fund, separately managed

account and/or Co-Investment Vehicles that are formed for a particular investor to invest in available investment opportunities (the investors in such vehicles often include individuals and entities that are also Fund Investors and/or individuals and entities who are not current employees of Madison Dearborn Partners, LLC (such individuals and entities, collectively, “Third Parties”), which includes Consultants, joint venture partners, portfolio companies and directors, officers, vendors, service providers, employees and advisers of a portfolio company of the Funds and other advisors to MDP and/or the Funds);

Among the applicable Funds and Fund Investors who wish to make direct investments (i.e., not through a Co-Investment Vehicle) in particular transactions entered into by an applicable Fund;

Among the applicable Funds and a SPAC (as further discussed below under “Special Purpose Acquisition Vehicles (SPACs)”); and

Among the applicable Funds and Third Parties who wish to make direct investments (i.e., not through a Co-Investment Vehicle) in a particular transaction entered into by an applicable Fund (including Third Parties acting as “co-sponsors” with MDP with respect to a particular transaction).

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As the Funds invest primarily in private equity transactions, MDP anticipates that the use of brokers or dealers for trading in publicly traded securities will be limited (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, private placements of certain debt securities). However, to meet its fiduciary duties to the Funds, MDP has adopted written policies intended to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Selection of Brokers and Dealers For each of the Funds, MDP or an affiliate has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker or dealer (excluding a firm that is retained to facilitate an in-kind distribution), MDP will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services as described below. “Best execution” means

obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances described below. After taking into account such circumstances, MDP may not necessarily pay the lowest commission. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, MDP’s applicable investment team and/or the Chief Financial Officer and Head of Capital Markets will take into account all factors that they deem relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the amount of the commission or discount, the size and structure of the transaction, the nature of the market for the security, ability to find sources of liquidity, ability to make trades without unduly impacting the market, speed of execution, experience with and knowledge of the underlying security or its issuer, the reputation, experience and financial stability of the broker or dealer, legal requirements (e.g., market-maker status for certain Rule 144 trades), and the quality of service rendered by the broker or dealer in other transactions. MDP does not have a duty or obligation to seek in advance, competitive bidding for the most favorable commission rate applicable to a particular transaction or to select any broker or dealer on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of broker or dealer fees. To the extent consistent with achieving best execution, MDP may also consider other business a particular broker or dealer may have done with MDP, such as identifying investment opportunities, performing investment banking services and/or providing services to MDP’s Principals and employees. MDP has no formal arrangements with specific brokers or dealers to receive research or other services beyond transaction execution in exchange for brokerage commissions from Fund transactions (so called “soft dollar” arrangements). MDP receives such research that it believes is made available to other institutional investors and generally does not “pay up” (e.g., pay a higher commission to execute a trade than the lowest available negotiated commission) using a portion of a broker or dealer’s brokerage commissions paid by a Fund (i.e., soft dollars) for brokerage and research services that fall within the safe harbor of Section 28(e) of the Securities Exchange Act of 1934, as amended. A conflict of interest exists when a broker or dealer provides such research services, however, as MDP will have an incentive to favor such broker or dealer over others that may charge lower commissions. MDP generally does not make use of “soft dollars” at the current time. Aggregation of Trades MDP and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. MDP often employs this practice because larger transactions can enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. MDP and its affiliates may combine orders on behalf of Funds with orders for other funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, MDP and its affiliates generally aggregates trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction.

If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon MDP’s procedures for allocation of investment opportunities, as described in Item 11 above.

For details regarding economic benefits provided to MDP by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, MDP, its personnel and other related persons will, in certain instances, receive discounts on or complimentary products or services (e.g., baseball cards and waiver of fees) provided by current or former portfolio companies of the Funds and/or the customers or suppliers of such portfolio companies. Such discounts or complimentary products or services (e.g., baseball cards and waiver of fees) are similar to those provided to management or employees of such portfolio companies.

MDP has engaged in the past, and may from time to time in the future engage one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests in such Fund to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. In addition, placement agent expenses, including but not limited to placement agent travel (including travel expenses, such as “black car” or other private vehicle transportation, ride sharing transportation services and other modes of transportation, charter/private, first class or business class airfare, upgrades or equivalent, and lodging and meals (including premium lodging, accommodations and meals), in each case to the extent permitted by the terms of the applicable placement agent agreement), meal and entertainment expenses, typically are borne by the relevant Fund(s) but may also be borne by one or more portfolio companies. Management Fees received by MDP are generally offset by the amount of such placement fees paid for by the Funds (and as a result, the Adviser generally bears the costs of such placement fees). Please see discussion under Item 5 above.

MDP does not have any legal or regulatory events required to be disclosed pursuant to Item 9.

Oversight and Monitoring The investment portfolios of the Funds are generally private, illiquid and long-term in nature, and accordingly MDP’s review of them is not directed toward a short-term decision to dispose of securities. However, MDP closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies, including in most cases, through representation on the board of directors of such companies. In addition, MDP and its designees often will constitute a majority of the board of directors of companies financed by the Funds, since many of the Funds’ investments are control investments. After MDP consummates a transaction, the Principals, on an ongoing basis, closely monitor the progress of portfolio companies in the implementation of their business strategies and their performance. In addition, MDP has established a separate committee (called the Portfolio Support Group) tasked with monitoring certain portfolio company performance, which provides an additional level of review of each portfolio company on a periodic basis (which may be increased in frequency for portfolio companies that require more attention). Reporting Investors in the Funds typically receive, among other information, a copy of audited financial statements and a quarterly performance report of the relevant Fund within 90 days after the fiscal year end of such Fund, as well as unaudited quarterly performance reports within 45 days after the end of each of the first three fiscal quarters of each fiscal year. In addition, investors in the Funds generally receive required tax information; information concerning the Funds’ portfolio companies; and Fund and portfolio company information as part of MDP’s annual investors’ meeting. The investors in a particular Fund may receive different reports and information and at different times than the foregoing, depending on the Governing Documents applicable to such Fund. In addition, MDP reserves the right, in its sole discretion, to provide additional information relating to such Fund to one or more investors (but not to others) in such Fund as it deems appropriate or as may be required pursuant to side letters negotiated with such investors.

To the extent assets of a Fund are held by one or more custodial banks and such Fund is not subject to an annual audit by an independent public accounting firm subject to inspection by the Public Company Accounting Oversight Board, such custodial banks send account statements to investors in such Fund. Fund Investors that receive such account statements should carefully review those statements and compare to the account statements provided by MDP, if applicable.

Investment advice is provided directly to the Funds, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents or offering documents of the applicable Fund. Examples of investment restrictions for private equity Funds include, among others, restrictions on the amount of capital that can be invested in a particular portfolio company and the amount of capital that can be invested outside of the United States and Canada. Such restrictions may in certain cases be waived in accordance with the applicable Governing Documents of a Fund with the consent of such Fund’s Advisory Board, consisting of representatives of investors in such Fund who are not affiliated with the Adviser. Co-Investment Vehicles and alternative investment vehicles are generally established in order to invest alongside or in the place of one or more Funds in a particular investment opportunity or opportunities, and MDP typically has limited discretion to invest the assets of the Co-Investment Vehicles or alternative investment vehicles independent of the limitations as set forth in the Governing Documents of the Co-Investment Vehicle or alternative investment vehicle and applicable Fund.

MDP has established written policies and procedures setting forth the principles and procedures by which MDP votes or gives consent with respect to securities owned by the Funds (“Votes”). The guiding principle by which MDP casts all Votes is to vote in the best interests of each Fund, based on factors it deems appropriate to consider at the time of voting. The Funds generally cannot direct MDP’s Vote. MDP will typically hold one or more seats on the board of directors of a portfolio company owned by a Fund. Subject to the principles set forth above and applicable Governing Documents, MDP, on behalf of the Funds, will typically vote in accordance with the recommendation of MDP’s board designee(s). In all other cases, but subject to applicable Governing Documents, voting decisions initially are referred to the appropriate investment professional for a voting decision. MDP’s Chief Compliance Officer has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. MDP’s Chief Compliance Officer will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds. Copies of the relevant proxy log(s), identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: Madison Dearborn Partners, LLC, 70 W. Madison Street, Suite 4600, Chicago, Illinois 60602, Attention: Chief Compliance Officer. Item 18. Financial Information

Item 19. Requirements for State-Registered Advisers