MIC Capital Management UK LLP

Our firm, MIC Capital Management UK LLP, an English limited liability partnership, is an investment adviser indirectly majority owned and controlled by Mubadala Capital LLC (“Mubadala Capital”) and certain of its employees, and Mubadala Capital is indirectly majority owned and controlled by Mubadala Investment Company PJSC, as set forth in Schedules A and B in our Form ADV Part 1A. Mubadala Investment Company PJSC is wholly owned and operated by the Government of Abu Dhabi, which is a sovereign entity. Our firm manages investments on behalf of third-party institutional investors, providing investment management services and acting as an alternative investment fund manager for various funds. Our firm is one of the first sovereign wealth-affiliated alternative asset managers to manage third-party capital on behalf of institutional investors across the globe. Our firm is authorized and regulated as an alternative investment fund manager (AIFM) by the UK Financial Conduct Authority. Our firm manages a range of structures, including closed-end funds, single asset special purpose vehicles, and evergreen vehicles. Our firm also manages a portion of balance sheet assets of Mubadala Investment Company PJSC and its affiliates (other than Mubadala Capital Entities) (collectively, “Mubadala PJSC”) pursuant to a services agreement (“Mubadala Balance Sheet”). Our alternative investment strategies span private equity, special opportunities (with a focus on Brazil), and other alternative investments, including non-control strategies across coinvestments, secondaries, and primaries. Our firm tailors advisory services in accordance with each client’s needs and investment strategy as disclosed in its offering document or managed account agreement. Restrictions on the types of securities in which we invest for our clients will vary from client to client as disclosed in the client’s governing documents. All discussions of our clients in this brochure, including but not limited to their investments, the investment strategies used in managing our clients, the fees and other costs associated with an investment in them, and conflicts of interest faced by our firm and our affiliates in connection with the management of our clients, are qualified in their entirety by reference to each client’s respective confidential offering memorandum (if any) and governing documents. For more information on the investment strategy of each of our clients, please see Item 8: Method of Analysis, Investment Strategies and Risk of Loss. As of December 31, 2025, we managed approximately $36,795,816,965 in client assets, including approximately $36,758,256,781 on a discretionary basis and $37,560,184 on a nondiscretionary basis.

Our firm does not currently have a general fee schedule. We have intentionally omitted the full section on compensation for advisory services, as our firm is an SEC registered adviser and this brochure is being delivered only to “qualified purchasers” as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended.

The fees and expenses associated with an investment in our clients vary and are described in the governing documents and management agreements, as applicable, of each client. The following is a general description of the fees and expenses paid by our clients. All compensation described below is generally deducted automatically from our clients’ accounts pursuant to their governing documents. A third-party administrator generally monitors and controls this process. We generally charge management fees to our clients based on capital commitments and/or invested capital, and our clients generally pay management fees quarterly in advance. Investors in our fund clients indirectly bear their pro rata share of the management fees. Refer to Item 6 – Performance-Based Fees and Side-By-Side Management for discussion of performance-based compensation. In connection with our advisory services, our clients (and where the client is a fund, the investors therein indirectly) generally bear all of their own expenses (ordinary and extraordinary). The below sets out the types of expenses typically borne by our clients, but some clients and their investors have different expense arrangements. The list is detailed but does not include every possible expense a client may incur:

management fees;

carried interest, incentive allocations, management fees or similar fees, costs and expenses payable or allocable to joint venture partners or payable pursuant to the terms of an investment;

organizational expenses (including, but not limited to, legal fees, formation costs, travel expenses, etc.) incurred in connection with the establishment of a client, and (if a client is a collective investment vehicle) of certain entities formed to manage or advise the client (including our firm and affiliates), including fees and other out-of-pocket expenses of counsel to and accountants for a client, our firm and our affiliates, and other expenses (including travel expenses and printing costs);

trading costs and expenses, including, but not limited to, brokerage commissions and charges, expenses relating to short sales, clearing, and settlement charges, option premiums, and custodial and service fees;

expenses (including transportation, meal and lodging expenses of the personnel of our firm and our affiliates) relating to the origination, evaluation, diligence, structuring, negotiating, acquisition, financing, asset management, holding, operating, monitoring, capitalization and sale or disposition of actual or potential investments of a client (including in connection with investments that are not made) and temporary investments;

costs and expenses of negotiating and entering into contracts and arrangements related to making investments (such as brokerage commissions, spreads, mark-ups on securities, swaps and forwards, exchange fees and other investment costs and legal, accounting, appraisal, and other professional and consulting fees that arise from particular investments and potential investments) and similar costs and expenses in terminating

those contracts and arrangements and disposing of investments (including in connection with investments that are not made);

sales commissions and fees, commitment fees, non-refundable deposits and costs and expenses incurred in connection with the acquisition or disposition of actual or potential investments (whether or not consummated);

aborted costs relating to prospective acquisitions or dispositions of investments which do not proceed to completion (to the extent not borne by other persons), including such costs allocated to any co-investment vehicle;

fees, costs and expenses incurred in obtaining research and other information for the benefit (directly or indirectly) of a client, including information service subscriptions as well as expenses incurred in operating and maintaining market information systems and information technology systems used to obtain such research and other related information (such as phone and internet charges), and costs and fees associated with any research activities such as consulting agreements, expert networks, research relating to digital market intelligence and analytics and other research service providers;

costs and fees associated with service agreements, licenses, and subscriptions relating to data provided by various stock exchanges and other data providers;

costs and expenses related to order management, portfolio management, risk management, and treasury management systems and other expenses related to investment decision and monetary processes;

principal and interest and fees, commissions, costs and expenses and other amounts payable related to or arising from any indebtedness or hedging activities of a client;

foreign exchange and currency conversion costs;

expenses related to conferences and management meetings relating to actual or potential investments;

costs related to the operations of a client, including fees and expenses associated with any third-party administrators, custodians, clearing agencies, and banks;

bookkeeping, recordkeeping, legal, accounting, auditing, and tax preparation fees, charges, and expenses and all professional and consulting fees and expenses arising in connection with the activities of a client, the firm and its affiliates or our officers, partners, or managers to the extent related to a client;

fees and expenses of experts, appraisers, custodians, outside counsel, consultants, accountants, auditors, tax return preparers and other professionals, including expenses associated with the preparation of the financial statements and tax returns and other tax filings of a client (including any such persons retained by the client’s investor advisory

board) and other service providers (including administrators, trustees, corporate services providers, nominees and depositaries) and operating partner expenses;

compensation, expenses and fees of any industry executives, advisors, consultants, operating executives, subject matter experts or other persons acting in a similar capacity who provide services to or in respect of a client or its portfolio companies;

premiums for casualty and other insurance protecting a client and its property and investments from loss;

premiums for insurance policies that our firm considers appropriate, insuring a client, our firm and our affiliates, certain other persons (including independent directors and service providers who have been engaged to provide certain services with respect to a client or a portfolio company), a client’s investor advisory board and governance committee against liabilities that may arise in connection with the business, operation, and management of a client;

expenses related to organizing, maintaining, operating and restructuring entities through or in which investments may be made and the exercising of any and all voting and other rights attaching to investments;

costs and expenses of the investor advisory boards and advisory committees (including the cost of attending meetings thereof), and expenses of any meeting of the partners (including costs of the limited partners and the general partner incurred in connection with attending any such meetings); and expenses of any meeting of the investors or meetings with individual investors related to their investment (including costs of our firm and our affiliates incurred in connection with attending any such meetings);

taxes and other governmental charges, fees and duties payable or incurred by a client, including any foreign currency exchange taxes, income taxes, withholding taxes, transfer taxes, and other governmental charges and duties as determined by an affiliate of our firm and any interest, penalties and additions to tax thereon;

any amount subject to indemnification under the client’s governing documents or agreements with service providers to a client;

fees, costs, and expenses associated with regulatory filings of a client or of our firm and our affiliates to the extent related to a client;

software and technology expenses related to activities of a client;

costs of preparing and distributing reports to, or responding to information requests from, investors (including costs associated with maintaining any web-based investor portal);

costs associated with compliance with side letters;

costs and expenses related to the sale, transfer or withdrawal of interests in a client;

costs and expenses associated with litigation, arbitration and similar proceedings (including those initiated by any tax authority) relating to the operations of our clients, any investment, or any of their affiliates, including the amount of any judgments, settlements or fines paid in connection therewith and any costs and expenses of our firm and our affiliates in relation thereto, subject to certain limitations contained in the relevant client documents;

costs of winding up and liquidating a client;

any and all expenses (including legal fees and expenses) incurred to comply with any law, rule, regulation or regulatory guidance related to the activities of a client or incurred in connection with any governmental audit, inquiry, litigation, investigation or proceeding (including by any tax authority) involving a client and any investment, including the amount of any judgments, settlements or fines paid in connection therewith and including costs incurred by any “partnership representative”, except, however, to the extent such expenses or amounts have been determined to be excluded from the indemnification provided for in a client’s documents;

any and all expenses incurred in connection with any amendments, modifications, revisions or restatements to, or the interpretation of, the constituent documents of a client;

any and all expenses incurred in connection with any valuation of the assets of a client; and

any contingencies for which our firm and our affiliates determine reserves are required.

We allocate the expenses to the clients that incur them, and if multiple clients incur expenses in the same transaction, we allocate the common expenses among the applicable clients pro rata or otherwise as we determine in a fair and reasonable manner. It is critical that investors refer to the clients’ offering materials for a complete understanding of how the firm and its affiliates are compensated for investment management services. The information contained in this section and in Item 6 – Performance Based Fees and Side-by-Side Management is a summary only and is qualified in its entirety by such documents.

Method of Analysis, Investment Strategies and Risk of Loss

In managing our clients, we employ methods of analysis and investment strategies suitable for each client’s investment objective. The below sets forth a description of some of the more significant investment platforms that our firm uses on behalf of our clients generally, investment instruments in which we may have our clients invest, and the risks associated with them. Not all of the investment strategies, investment instruments and associated risks are relevant to all clients. Investment Platforms Private Equity Our Private Equity program focuses on large cap and mid-market businesses in the U.S. and Europe. We seek to accelerate their growth organically and through strategic M&A, geography and market expansion, or operational optimization, and often a combination of all three. Solutions Our Solutions investment program offers investors access to diversified portfolios focused on capital preservation through primary, secondary, and co-investment opportunities across a range of strategies and ticket sizes. Special Opportunities – Brazil Our Brazil investment program acquires and actively manages assets in complex or transitional situations in Brazil. Our Brazil strategy has invested in sectors such as education, energy, and infrastructure. Ventures Our Ventures platform has partnered with founders to build and scale transformative businesses across technology and healthcare by leveraging Mubadala PJSC’s global scale, resources and

capital. To date, our portfolio includes more than 100 early and growth companies. Key sectors our Ventures platform looks at include technology (including software, financial technology and deep tech) and healthcare. Client Risks Set forth below is an overview of the primary risks associated with the type of investment strategies described above. However, it is not possible to identify all of the risks associated with investing. The particular risks applicable to a client will depend on the nature of the client, its investment strategy, the types of securities held and other factors. It is critical that investors consult the fund documents and offering materials for a complete understanding of the significant risks associated with investing in our clients. The below is a summary only and is qualified in its entirety by the relevant fund documents and offering materials. General Risks Investing in Our Clients Involves a High Degree of Risk There can be no assurance that a client’s investment objective will be achieved or that its investment strategy will be successful. Investors could lose all or substantially all of their investment in our clients and there can be no assurance that an investor will receive a return of their capital. Devotion of Time Our firm and our affiliates manage multiple clients and separately managed accounts for the benefit of parties other than any one client. Our firm and our affiliates may devote substantial time and resources to doing so and in accordance with our client’s business time and attention standards. Competition Our firm competes with numerous other investment advisers and other financial institutions, including with firms with whom we have Strategic Partnerships (as defined below), as well as other investors, many of which have substantially greater resources than our clients. The amount of capital committed to “alternative investment strategies” has increased dramatically during the past decade. At the same time, market conditions have become significantly more adverse to many of such strategies than they were in previous years. Further, it is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available and adversely affecting the terms upon which investments by a client can be made. The profit potential of a client may be materially reduced as a result of the increased competition within the alternative investment field. Potential Inability to Trade or Report Due to Systems Failure The functioning of our internal and external computer systems has an impact on our firm’s strategies. Accordingly, systems failures, whether due to third-party failures upon which such systems are dependent or the failure of our hardware or software, could disrupt trading or make

trading impossible until such failure is remedied. Any such failure, and consequential inability to trade (even for a short time), could, in certain market conditions, cause our clients to experience significant trading losses or to miss opportunities for profitable trading. Any such failures also could cause a temporary delay in reports to investors. Cybersecurity Breaches Our clients are subject to risks associated with breaches in their and our cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from “hacking” by other computer users, other unauthorized access and the resulting damage and disruption of hardware and software systems, loss or corruption of data, as well as misappropriation of confidential information. If a cybersecurity breach occurs, our clients may incur substantial costs, including those associated with: forensic analysis of the origin and scope of the breach; increased and upgraded cybersecurity; investment losses from sabotaged trading systems; identity theft; unauthorized use of proprietary information; litigation; adverse investor reaction; the dissemination of confidential and proprietary information; and reputational damage. Any such breach could expose our firm, our affiliates, and our clients to civil liability, as well as regulatory inquiry and/or action and could otherwise affect their business and financial performance and our firm, our affiliates and our clients may have to make a significant investment to fix or replace these systems. In addition, any such breach could cause substantial withdrawals from our clients. As part of its business, our firm processes, stores and transmits large amounts of electronic information, including information relating to the transactions of a client and personally identifiable information of the investors. Similarly, service providers of our firm and/or our affiliates may process, store and transmit such information. Our firm has procedures and systems in place to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to our firm may be susceptible to compromise, leading to a breach of our networks. Our firm’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by our firm to investors may also be susceptible to compromise. Breach of our information systems may cause information relating to the investments and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed. The service providers of our clients are subject to the same electronic information security threats as our firm. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the investments and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed.

The loss or improper access, use or disclosure of our firm’s, our affiliates’ and our clients’ proprietary information may cause our firm and/or such clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on a client. Financing Arrangements; Availability of Credit A client may utilize leverage selectively to seek enhanced returns across select portfolio investments. Such borrowings may be used for a variety of purposes, including as part of a client’s investment program, to facilitate the client’s hedging activities, if any, and to meet other short-term liquidity needs of the client. Our clients may make borrowings in anticipation of calling capital from investors and, in connection with such borrowings, a client may enter into a credit facility with a bank or syndicate of banks. In addition, because the use of credit facilities is not universal in the private funds industry, the effects on reported returns may make the comparability of performance between funds challenging. The leveraged IRR may not equate to the level of an unleveraged IRR or the IRR had a client not utilized its credit facility to temporarily finance the transaction and instead called capital immediately from its investors. The general partner of a client may receive carried interest in cases where the unleveraged IRR may not meet the preferred return hurdle. Our clients’ use of leverage will depend on the availability of credit in order to finance their portfolios. There can be no assurance that our clients will be able to maintain adequate financing arrangements under all market circumstances. See “Market Related Risks—Market Disruptions; Governmental Intervention” below. Regulatory Actions From time to time, certain of our firm’s, a client’s, and/or our affiliates’ activities may be subject to regulatory inquiries, investigations and/or enforcement proceedings from U.S. and non-U.S. governmental agencies, regulatory bodies and securities commissions, which can be costly and occupy significant staff time and resources of our firm and our affiliates. Any such inquiry, investigation or enforcement proceeding could include civil or criminal proceedings resulting in a censure, fine, penalty, disgorgement, forfeiture and/or other sanction or combination thereof, including asset freezes, the issuance of a cease and desist order or the suspension or expulsion of an individual. Even assuming that our firm and the underlying fund managers are in full compliance with all applicable regulations, any such inquiry, investigation or enforcement proceeding could have a material adverse effect on a client — in particular by inducing substantial withdrawals by investors which determine that it is more prudent for them to redeem their interests pending the outcome of any such proceedings so as to minimize the risk of any economic or reputational harm to themselves. In addition, these proceedings could distract our firm from our investing activities and, accordingly, negatively affect our clients’ returns. Risk of Litigation In the ordinary course of business, our firm, our affiliates, and/or our clients may be subject to litigation from time to time. In addition, a client may accumulate substantial positions in the

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All of our clients are either private funds or separately managed accounts, including through subadvisory arrangements. Our clients rely on certain exclusions from the definition of “investment company” in the U.S. Investment Company Act of 1940, as amended. Accordingly, none of our clients are registered as investment companies with the U.S. Securities and Exchange Commission. Our firm determines in its sole discretion any requirements for entering into an investment advisory contract with a fund client or otherwise opening a separately managed account, including whether a potential client is large enough to implement its desired investment program.

Our firm or our affiliates receive performance-based compensation in the form of carried interest, a performance fee or a performance allocation from some of our clients. The existence of the performance fee or allocation may create an incentive for our firm or our affiliates to make riskier or more speculative investments on behalf of the clients paying carried interest or a performance fee or allocation than would otherwise be the case. In addition, the non-existence or the existence of different rates of carried interest, or performance fees or allocations may create an incentive for our firm to favor certain clients when making an investment decision than would be the case in the absence of these arrangements.

Such conflicts are dealt with on a case-by-case basis, having regard for relevant facts and circumstances.

The following affiliated entities provide certain services to our clients:

Mubadala Capital (RS) Limited, an entity organized and operating in the Abu Dhabi Global Market, provides services relating to sourcing, diligence and related support functions to our firm with respect to certain clients and provides sub-advisory services to

our firm in respect of certain clients.

Mubadala Consultoria Financeira e Gestora de Recursos Ltda., an entity organized and operating in Brazil, provides services relating to sourcing, diligence and related support functions to Mubadala Capital (RS) Limited or our firm with respect to certain clients.

In addition, a number of personnel are directly or indirectly providing services with our firm and our affiliates through services agreements. Affiliated Parties serve as the general partners of our fund clients. The general partners to the fund clients share common owners, officers, partners, employees and/or persons occupying similar positions with our firm and our affiliates. Mubadala Capital (together with a consortium of investors led by Mubadala Capital) acquired and owns all of the issued and outstanding common shares of CI Financial Corp, a North American asset and wealth management business that operates in the U.S. under the Corient brand. Corient is registered with the SEC as an investment adviser (CRD No. 319448/SEC No. 801-124978). Although Mubadala Capital controls CI Financial, CI Financial operates independently under its current corporate structure, strategy, brand names and management team. Mubadala Capital (together with a consortium of investors led by Mubadala Capital) also owns a majority of Fortress Investment Group (“Fortress”), with Fortress management owning the remainder of the Fortress equity. Fortress operates as an independent investment manager under the Fortress brand, with full autonomy over investment processes and decision making, personnel and operations. Fortress is registered with the SEC as an investment adviser (CRD No. 129612/SEC No. 801-62982). Mubadala Capital holds a minority equity interest in Silver Rock Financial LP and its affiliates, an investment advisory, asset management and fund management business. Silver Rock Financial LP is a registered investment adviser (CRD No. 283335/SEC No. 801-107505) and operates independently. Mubadala Capital has entered into Strategic Partnerships, and MIC Capital Management UK LLP provides certain sub-advisory services directly or indirectly to private funds (as listed in Item 7.B.2 of the Form ADV Part 1A). We describe the primary conflicts in relation to the above entities as well as Strategic Partnerships in “Conflicts of Interest” in Item 8: “Method of Analysis, Investment Strategies and Risk of Loss”. Abu Dhabi Catalyst Partners Limited (“ADCP”) is a joint venture between Mubadala Capital and Alpha Wave Global, LP. ADCP is supported by certain employees of Mubadala Capital (RS) Limited pursuant to an ADCP services agreement, which provides the resources to enable ADCP to fulfill its regulatory and business functions.

None of MIC Capital Management UK LLP nor any of our management persons is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator or commodity trading advisor, or is an associated person thereof. See “Participation or Interest in Client Transactions” in Item 11: “Ethics, Participation or Interest in Client Transactions and Personal Trading” for further information on the conflicts of interest which arise as a result of our related entities. We do not receive compensation directly or indirectly from unaffiliated advisers that we have recommended to our clients.

Our firm has established a Code of Ethics that sets forth standards of ethical conduct for our professionals. Our employees must act with competence, dignity, integrity, and in an ethical manner when dealing with clients and investors, the public, prospects, third-party service providers and fellow personnel. We have adopted a Code of Ethics that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and thereafter on an annual basis and upon any significant update to the Code of Ethics. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. Our firm’s personnel are required to:

follow applicable laws and regulations;

understand and comply with the requirements of our Code of Ethics and any other applicable policies;

demonstrate ethics, integrity and accountability at all times and expect the same of those around others; and

complete assigned training.

Personal Securities Trading Our firm imposes strict limitations and restrictions on personal trading by our “Personnel”, and we require disclosure of accounts and positions, as well as pre-approval of many transactions. As further described in our Code of Ethics, the term “Personnel” covers both “Access Persons” and “Supervised Persons” as those terms are used in Rule 204A-1 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) and it includes any partner, officer, director, employee, consultant and contractor (whether full or part-time) who undertakes roles on behalf of, and is subject to the supervision and control of, Mubadala Capital.

The core elements of our personal trading policy are:

a series of disclosure obligations, whereby individuals covered by the personal trading policy inform the firm of their accounts and holdings;

requirements to obtain approval prior to entering into certain securities transactions or making certain kinds of investments; and

limitations on trading and investment opportunities that would overlap with our firm trading for the clients we manage.

Every Access Person must submit to the Chief Compliance Officer:

initial and annual holdings reports; and

quarterly transaction disclosures.

In lieu of the quarterly reports mentioned above, Access Persons may submit copies of brokerage statements for Covered Accounts that hold Reportable Securities. This disclosure is provided to give all clients a summary of our Code of Ethics. However, if a client, a client’s investors or a potential investor wishes to review our Code of Ethics in its entirety, a copy will be provided upon request. Participation or Interest in Client Transactions In the event that our firm does engage in principal or cross transactions, our “Principal and Cross Transactions Policy” requires that, if our firm decides to enter into a principal transaction or a cross transaction, it will determine that the transaction is in the best interests of the client accounts involved and will take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts (where applicable). Principal Transactions From time to time, our affiliates, as principals, buy securities from or sell securities to our clients. For example, see “Conflicts of Interest – Seed Investments” in Item 8: “Method of Analysis, Investment Strategies and Risk of Loss”. To the extent that a trade or transaction between a client account and a firm proprietary account may be viewed as a principal transaction due to the ownership interest in a client by our firm or its personnel, our firm will comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be considered on behalf of investors in such a client and approved or disapproved by (i) in the case of a private fund, from an outside/independent party or board member (if authorized to provide such consent) and, in the case of a private fund that is a limited partnership (or similar entity), such consent may also be obtained with the written consent of the percentage of limited partnership interests (excluding limited partnership interests held by our firm or our affiliates) or a limited partner advisory committee, as applicable, having the requisite authority in the partnership agreement to give such consent or to amend the

partnership agreement to include such a provision, (ii) in the case of a separately managed account, from an authorized representative of that client account or (iii) in certain cases, from independent members of the fund’s independent review committee (when such independent members have been authorized to give such consent). Cross Transactions From time to time we determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a “cross trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, to sell-down in order to permit further diversification of the portfolios of the clients or to reduce transaction costs that may arise in an open market transaction. If our firm decides to engage in a cross trade, we will (i) determine that the trade is in the best interests of each client involved and is appropriate for all accounts involved and (ii) not receive any compensation in effecting the transaction. Further, no cross trades may be effected without the written consent of the clients involved and the approval of Legal and Compliance. Our Affiliated Parties may, through other investments, including other investment funds or managed accounts, have investments in companies in which our clients invest, as well as hold shares in investments in which our clients do not invest. When launching or seeding our clients, our affiliates have contributed and may contribute from time to time securities from our Affiliated Parties’ accounts to our clients. Further details of these contributions are in our relevant clients’ offering documents. In the ordinary course of their businesses, our firm and our related persons engage in activities in which a related person’s interests or the interests of other clients conflict with or are adverse to the interests of a client. There may be situations in which the interests of a client may conflict with the interests of any related person, our firm or any fund or investment account or vehicle that is managed or subadvised by us or our related persons (an “Other Client”), including other entities owned or controlled by Mubadala Capital LLC (collectively with certain of its direct and indirect controlled subsidiaries, “Mubadala Capital”) and which a related person may transfer its interests to another party. Our related persons engage in a broad spectrum of activities, including providing investment management, asset management or other services to other persons, and do and may engage in principal investing activities and the business of sponsoring, advising, subadvising and managing public and private investment funds, and in the ordinary course of their business may engage in activities in which their interests or the interests of their clients or customers may conflict with the interests of a client. We may from time to time purchase or sell securities that we also recommend to a client. Our firm will be cognizant of its fiduciary duty to its clients if this occurs. In addition, certain related persons, and funds, investment vehicles and accounts managed or advised by any of them, including Other Clients, hold and may acquire in the future direct and indirect interests in the same investments as a client, and our related persons may sell or otherwise transfer such investments to affiliated parties and/or third parties and/or grant to investors the right to participate in such investments on such terms as they determine in their sole discretion. A client may not be entitled to participate in such investments. Our affiliates do and may, through other

investments, including other investment funds or managed accounts, have investments in companies in which a client invests as well as shares in investments in which a client do not invest. Further information on conflicts of interest related to securities recommendations is disclosed in the relevant clients’ offering documents. We encourage our clients’ investors to review those documents.

Most of our clients allow us to determine the broker-dealer to be used for executing securities transactions. In selecting an appropriate broker-dealer to effect a client trade, we seek to obtain “best execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking best execution, we will take into consideration a range of factors, including, but not limited to the price of a security offered by the broker-dealer, as well as timeliness of execution, the responsiveness of the broker-dealer, and the broker-dealer’s financial resources. Our firm will assess the overall value and quality of the services provided, not just the lowest commission rate. Currently, our firm does not have any “soft dollars” arrangements. Our firm does not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer. Aggregation and Order Bunching As a general principle, our firm will only aggregate transactions when it believes that such an aggregation is consistent with applicable governing documents of, and disclosures to, clients, in that the aggregation must result in an overall economic benefit to clients, taking into consideration all facts and circumstances that we consider relevant. Our firm is not required to bunch or aggregate orders of respective investment teams to the extent that portfolio management decisions of such investment teams are made separately. Our firm will not receive any additional compensation or remuneration of any kind as a result of aggregation. The executions for all clients participating in an aggregated order should be average priced with partial fills generally allocated on a pro-rata basis and transaction costs shared pro-rata based on each client’s participation in the transaction. In the event that our firm is unable to combine orders to transact in the same security / financial instrument for clients, we will attempt to sequence or rotate orders in a manner that seeks to be fair and equitable over time. In certain instances, the purchase or sale of securities / financial instruments for multiple clients will be effected simultaneously. Such transactions may be made at different prices, due to the volume purchased or sold. In such event, we may determine the average price of all securities / financial instruments purchased or sold and, in our sole discretion, clients may receive the average transaction price. Allocation of Investment Opportunities We have adopted an allocation policy (as amended from time to time, the “Investment Allocation Policy”) that is intended to allow us to allocate investment opportunities in a manner that is

consistent with our fiduciary duties and addresses the conflicts inherent in our allocation process. We have numerous conflicts of interest in administering the Investment Allocation Policy. As described herein, the Investment Allocation Policy allows us considerable discretion in making allocation decisions; our decisions are and can be based on subjective determinations. Capacity Constraints In the case of acquisitions and dispositions of investments that are not capacity-constrained, our firm generally follows allocation principles based on the relevant clients’ investment objectives. To the extent that an investment opportunity faces capacity constraints and such investment opportunity would be suitable and appropriate for (i) two or more clients with the same investment strategy or (ii) two or more clients with different investment strategies but whose investment strategies each would permit investment in such opportunity, our firm will allocate such investment opportunities between or among the clients as we determine in good faith is appropriate, taking into consideration factors we deem relevant. In instances where splitting an investment opportunity is not possible or diminishes its liquidity or value, our firm has the discretion to choose to increase or decrease a client’s allocation, including on a rotational basis, so long as such allocation is made in good faith and in accordance with our Investment Allocation Policy.

Other than any potential benefits discussed in this brochure, our firm does not, nor do any of the principals or employees of our firm, benefit from non-clients providing investment advice or other advisory services to a client.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of this advisory business or the integrity of its management.

Our firm and affiliates monitor our clients’ investments. In addition, the investment portfolios of our clients are generally private, illiquid and long-term in nature and accordingly our firm’s review of them is not directed toward a short-term decision to dispose of securities. We provide reports to the investors of our clients as required by the relevant client’s offering materials or as otherwise agreed with any investor. We typically distribute quarterly reports as set forth in the clients’ governing documents.

With respect to our U.S. clients, we are deemed under the custody rule to have custody of these clients’ funds due to (i) our access to fund clients and authority to instruct the administrator to deduct fees and other expenses from a client’s account and (ii) services provided by affiliates of MIC Capital Management UK LLP as general partners of certain of our fund clients. We utilize the services of banks or other qualified custodians (as defined under Rule 206(4)-2) to hold cash and securities subject to the custody rule. We also endeavor to ensure that the qualified custodians maintain these funds in separate accounts for each client that contain only

that client’s funds and securities, under a client’s name or our name as agent or trustee for the clients. While the custody rule generally requires an investment adviser to ensure that a qualified custodian sends account statements to clients at least quarterly, we are not subject to this requirement because U.S. clients managed by our firm are subject to an annual audit conducted by an independent auditor that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Such audits are performed in accordance with U.S. generally accepted accounting principles (“GAAP”) and we expect to distribute GAAPcompliant audited financial statements to all investors in our U.S. clients within 120 days of the end of the fiscal year of the client.

Our firm accepts discretionary authority to manage a client’s securities accounts. Despite this broad authority, we are committed to adhering to the investment strategy and program set forth in each client’s private offering documents and/or managed account documentation. Before we accept the discretionary authority inherent in managing a client, we carefully review the investment strategies and investment programs set out in the appropriate offering documents. By completing subscription documents to acquire an interest in one of our clients, investors give us complete authority to manage their investments in accordance with the offering documents that they each received. Various securities and tax laws, as well as internal compliance policies, may impose additional restrictions on the investments that may be made.

To the extent that we are delegated proxy voting authority on behalf of a client, we will comply with our proxy voting policies and procedures. Our firm determines whether and how to vote corporate actions and proxies on a case-by-case basis, and will:

vote in accordance with parameters set by the client, if applicable;

vote in a manner that we believe is consistent with the client’s stated objectives and in the best interests of the client.

Our clients’ investors may not direct voting of proxies. In certain circumstances, we may determine, in good faith and after consultation with legal and compliance, not to vote on a particular proxy. Although we typically do not use third-party proxy voting advisors, to the extent we engage any, we will follow our policies and procedures set out in our Proxy Voting Policy. Upon request, we will provide investors with a copy of our proxy voting policies and procedures and/or a record of all proxy votes cast by our clients.

We do not require nor do we solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We do not believe any financial condition exists that is reasonably likely to impair our ability to meet contractual commitments to our clients. Our firm has never been the subject of a bankruptcy petition.